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Home My WebLink AboutC-5397 - PSA for Fire Department Workforce Software ImplementationAMENDMENT NO. ONE TO PROFESSIONAL SERVICES AGREEMENT WITH KRONOS INCORPORATED FOR FIRE DEPARTMENT WORKFORCE SOFTWARE IMPLEMENTATION i THIS AMENDMENT NO. ONE TO PROFESSIONAL SERVICES AGREEMENT ( "Amendment No. One ") is made and entered into as of this 1st day of July, 2013 ( "Effective Date "), by and between the CITY OF NEWPORT BEACH, a California municipal corporation and charter city ( "City"), and KRONOS INCORPORATED, a Delaware corporation, doing business as ( "DBA ") KRONOS DATA SYSTEMS INCORPORATED ( "Consultant"), whose address is 297 Billerica Road, Chelmsford, MA 08124, and is made with reference to the following: RECITALS A. On March 7, 2013, City and Consultant entered into a Professional Services Agreement ( "Agreement") to implement the Workforce Timecard software for the Fire Department and to provide related maintenance support, and other professional and educational services as requested ( "Project"). B. City desires to enter into this Amendment No. One to include the Software and Equipment Exhibit. C. City and Consultant mutually desire to amend the Agreement, as provided below. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: SERVICES TO BE PERFORMED Exhibit A to the Agreement shall be supplemented to include the Software and Equipment Exhibit, attached hereto and incorporated herein by reference. Exhibit A of the Agreement and Exhibit A of Amendment No. One shall collectively be known as "Exhibit A." The City may elect to delete certain Services within the Scope of Services at its sole discretion; however, the City will pay Consultant for all services rendered up to the point at which the City notifies Consultant of such election. Further, the City acknowledges that its election to delete certain Services may impact the timeframe for delivery of other Services, or the ability of the Software to achieve all goals stated in the Scope of Services. 2. INTEGRATED CONTRACT Except as expressly modified herein, all other provisions, terms, and covenants set forth In the Agreement shall remain unchanged and shall be in full force and effect. [SIGNATURES ON NEXT PAGE] IN WITNESS WHEREOF, the parties have caused this Amendment No. One to be executed on the dates written below. APPROVED AS TO FORM: CITY ATTORNEY'S OFFICE Date: -+ I a l l � By: Zo . Aaron C. Harp City Attorney ATTEST:Q� Date: U b-[3 AF 14m Leilani f. Brown City Clerk Attachments CITY OF NEWPORT BEACH, a California municipal corporation Date: `ill By: Dave City Manager CONSULTANT: KRONOS INCORPORATED, a Delaware corporation, DBA KRONOS DATA SYSTEMS INCORPORATED Dal By: r l Date: By: Name: Title: [END OF SIGNATURES] Exhibit A — Scope of Services -Software and Equipment Exhibit KRONOS INCORPORATED Page 2 EXHIBIT A SCOPE OF SERVICES- SOFTWARE AND EQUIPMENT EXHIBIT Click here to enter text. Page A -1 Kronor Incorporated 297 Billerica Read Chelmsford, MA 02824 Phone: ("9)7.50-9800 SOFTWARE AND EQUIPMENT EXHIBIT Rcv KR -022&11.1 Page; 1 /2 Customer and Krotws agree that the turns and conditions sat forth in this Software and Equipment Exhibit shall apply to all Kronos Equipment ad Sonwam as specified on an order form (an "Order Form") signal by the parties which ispressly references this Saftwum and Equipment Exhibit (or is signed contemporaneously hixeto). Krim as and Customer hereby agree that the terms and conditions of this Software and Equipment Exhibit apply to any Omer Fort executed by Kronos and Customer which expressly schematics this Sofhvom and Equipment Exhibit (including any Order Foram signed contcmporommisiy with this Software and Equipment Exhibit regardless of the appearance of any express reference to this Software and Equipment Exhibit). Either party may discontinue use of this Software and Equipment Exhibit for future orders upon thirty (30) days priorwrittcn notice to the other party, provided however that any Order Form signed by the parties prior to the eti'ective date of such notice shall remain in afoot unless otherwise specifically terminated in accordance with the tarts of this Software and Equipment Exhibit Kronos may require additional terns and conditions for the sale or license of products not contemplated by this Software and Equipment Exhibit provided that rm such additional terms and conditions shalt be bridal; upon Customer without Customer's prior written consent. Notwithstanding, Knox will not be obligated to accept or approve an order for any products for which such additional terms and conditions arc required. All orders am subject to the approval of Krtms' carpomtc office in Chchrodord, Massachusetts. This Software and Equipment Exhibit and the Order Form shall supersede the pre-printed tens of any Customer purchase order orothcr Customerordering document, and no such Custamerpre -primed terms shaft apply to the items ordered. 1. PAYMENT AND DELIVERY Unhss otherwise set farih in this Software and Equipment Exhibit, payment tams am Indicated on the Order Form or other timo mpomncous ordering document containing pmdum- specific payment terns signed by the parties. Delivery tortes arc as stated on the Order Form ( "Delivmy'y. Kronos will invoice Customer for products upon Delivery. 2. GENERAL LICENSE TERMS Koons owns or has dio tight to Rceane the Software. The Software and Software documentation ate confrdcntial and may not be disclosed to a third party without Kronos' written comcnL The Software contains proprietary trade sector technology. Unauthorized are and copying of such Software is prohibited by low, including United States and foreign copyright law. The price Customer pays fora copy of the Sonwam constitutes a gcamic fee that entitles Customer to use the Software as sot forth below. Kronor grants to Customer a non - exclusive, nontransferable, perpetual (except as provided herein) license to use the Softwom. This license may be temumtted by Kmnus by written notice to Customer upon any material branch of this Suflwom and Equipment Exhibit by Cusmmar which remains tmaurd for a period of 0urty (30) days after mob written notice gram Romeo. Upon such termination of this license by Km is, Customer will have no further right muse the Software and will Mum the Software media to Kronos and destiny all copies of the Software (and totaled documentation) in Customer's possassion or annual. This license is subject to all of the terms of this Software and Equipment Extulrn. 3. FEE BASED LIMITATIONS Customer recognizes and agrees that the licanso to use the Software is limited, based upon the amount of the license fac paid by Customer. Limitations, which are set forth an the Order Form, may include the number of employees, simultaneous or active users, Software product modules, Software featums, computer model and serial numbor and partition, and/or the number of telephone lines or tcmnirals to which the Software is permitted to be connected. Customer agrees to: i) use the Software only for the number of employees, simultaneous or active users, computer model, partition and serial number, and/or terminals permitted by the applicable license Ice; E) use only the product modules mayor features permitted by the applicable license fees; and iii) use the Software only in support of Customer's own bud; ess, Customer agree not to increase the number of employees, simultencow or active users, panitians, terminals, products modules, features, or to upgrade the model, as appl icable, unless am unit Customer pays the applicable fee for such mcmnse`upgmdc. Customer my mat rehearse or sublicense the Software to, or otherwise permit use of the Software (including timeshating or netwarking wa) by any third party. Customer may not provide service bureau or other data processing services that make use of the Software without lire express prior written consent of Kronos. 4, OB)ECTCODEONLY Commermay use the computer progrmmvs lnciudod in the Software (tho "Pmgramt') in object code form only, and shall not mversa compile, disassemble or otherwise convert the Programs; into uncompiled or unassembled code. The Programs include components owned by third parties. Such third party components modeemed to be Software subject to this Software and Equipment Exhibit. Customer shall not use any of the Programs (or the data models therein) except solely as part of and incomamtion with the Softwnro and as described in the published documentation for such Software. Customer shall indemnify and hold humorless Kronos total) damages or liability caused by Convinces failure to comply with mho foregoing restriction. S. PERMITTED COPIES Customer may copy the Programs as reasonably necessary to load and execute the Programs and for backup and disaster recovery and testing puryoses only, except far additional copies of the Wetime Software and the Kmnos iSerics (which must be licensed scpammly). All copies of mho Pmgmms or any part thereof, whether in printed or machine readable form and whether on storage media or otherwise, are subject to all the tents orthis I €eeaso, and all copies of the Programs or any part of the Programs shall Include the copyright and proprietary rights notices contained in the Programs as delivered to the Customer. & UPDATES In the event that Kronos supplies Service Packs, Point Releases and Major Releascs (including legislative updates if available) of the Software (collectively referred to as 'Updates"), such Updates shall be pan of the Software and the provisions of this license shall apply to such Updates and to the Software as modified thereby. 7, EXPORT Customer acknowledges that the Equipment and Software may be restricted by the United States Goverment or by the country in which the Equipment or Software is installed Item export to amain countries and contain organizations and individuals, and agrees to comply with such laws. Customer agrees to comply with all applicable laws of all of the eomtdes in which the Equipment and Software may be used by Customer and shall indemniry Kronos for any noncompliance which results is damages or liability for Kronos. Customers obligations hermander shall survivo the termination or expimtom of this Software and Equipment Exhibit. Customer most obtain Kmnas' prior written conseat before exporting the Software. & FIRMWARE Customer may not download frraware updates for the Kronos Equipment omens Customer is nalnmining such Equipment under a support plan with Kronor. if Customer is not maintaining the Equlpment under a support plan with Kmnos, Kronos shall have the tight to verify Customer's Kronos Equipment to determine if Customer has downloaded any firmware to which Customer is not entitled. If Customer has downloaded finnwore for the Kronos Equipment to which Customer is not entitled, Customer shall be responsible to pay Kronos for such updated firnwam in accordance with Kmain themcument support policies. 9. TRAINING POD4TTS Training Points which are purchased by Customer may be redeemed for an equiva)em wine of instructur-tod training sessions offered by Kronos. Available instructor -led Kaaaos incorporated 297 Billerica Road Chelmsford, MA 01824 Page 212 Phone. (978)25"800 sessions ore listed at )giytJkuttmncr Kmnoa cam and each session has the Training Points "Inc indicated. Training Points may he mdcemed at any time within 12 months of the date of the applicable Order Form, at which time they shat) expire. Training Points may nol be exchanged for other Kmnos products and(or services. Knenos will invoice Customer for the Training Points identinat in the Order Form upon execution of such Omer Form with payment due upon the payment terms indicated in such Order Farm. 10. ACCEPTANCE For Customer's inhiui purchase of each Equipment and Software product Kronor shall provide on acceptance test period (the "Test Period ") that commences upon Installation. Installation shall be defined as: a.) the Equipment, if any, Is mounted; b.) the Software is installed on Customer's servers); and o) implementation team mdrt4 if my, is wmplele Wring the Test Period, Customer shall determine whether the Equipment and Software meet the Knows published electronic documentation, ("Specifications"). The Teat Period shall be for 30 days. If Customer has not given Know a written deficiency statement specifying how the Equipment at Software faits to mm the Speciilcations ("Defcency State nem ") within the Test Period, the Equipment and Software shall be deemed accepted If Customer provides a Deficiency Statement within the Test Period, Krona, shall have 30 days to correct the deficiency, and Customer shall have an additional 30 days to evaluate the Equipment and Software, if the Equipment or Software does not meet the Specifications at the end of the second 30 day period, either Customer or Kmnos may terminate this Software and Equipment Exhibit. Upon any such termination, Customer shall retum all Equipment and Software (and related documentation) to Kmnos, and Kronos shall refund any monies paid by Customer to Kronos for the rammed Equipotat and Software. Neither pony shalt then have any further liability to the other for the products that were the subject of iho Accepance Test 11, UMITEDWARRANTY Kmnos warrants that an KmnosEquipment and Software media Shan be free from defects in matcrialtand workmanship, fora period ornimiy(90) days from Delivery. In the event of a breach of this warranty, Commutes exclusive comedy shalt be Kronor' repair or replacement of the deficient Equipment writer Software media, at Kmnos' option, provided that Cusomer's use, installation and maintenanea thereof have conformed to the Specifications. This wartamy is extended to Customeronty and shall not apply to any Equipment (or parts thereof) or Software media in the event of: (a) damage, defects or malfunctions resulting from misuse, accident, neglect, tampering, (including modification or replacement of any Kmnos components on any boards supplied with the Equipment), unusual physical or electrical strass arceacs other Dan normal and intended use; (b) failum of Customer to provide and maintain a suhable installation envimnmrnt,ns specified in the Specifications; or (c) malfunctions resulting from the usoofbadges or supplies not approved by K rocs. Whan using and applying the information generated by Kronor products, Customer is responsiblo for ensuring that Cuslomcr complies with the applicable requirements or fedeml and state law, If Custamer is licensing Workforce Payroll Sonwnm or Workbme Absence Management SoRwam; (1) Customer is solely responsblo for the content and accuracy of all reports and documents prepared in whole or in pan by using such Softwom, (it) using such Software does not mime Customer of any professional obligation concerning the preparation and review of such reports and documents, (iii) Customer does not rely upon Kronos, Best Software, Inc. or such Software for any advice or guidance regarding compliance with federal and state laws or the appropriate tax treatment of items infrared an such mpotts or documents, and {v) Customarwill review, any calculations rude by using such Software and soil* itself that those calculations arc cannot. .1011 j KRONOS- Kronos lncoqxrated 297 Billerica Road Chelmsford, MA 01824 March 6, 2013 Certificate of Authority Phone +1 978 250 9800 fax +1978 367 5900 ml kYww.kmnoscom I hereby certify that the following is a true and correct copy of Section 11 of the Amended and Restated By-Laws of Kronos Incorporated: "section 11. EXECUTION OF PAPERS Except as the directors may generally or in particular cases authorize the execution thereof in some other manner, all deeds, leases, transfers, contracts, bonds, notes, checks, drafts and other obligations made, accepted or endorsed by the corporation shall be signed by the chairman of the board, if any, the president, a vice president or the treasurer." I hereby certify that .John O'Brien holds the office of senior Vice President, Sales of Kroiaos Incorporated, a Massachusetts corporation with its corporate headquarters at 297 Billerica Road, Chelmsford, Massachusetts 01824. Mr. O'Brien is authorized to execute any of the above referenced documents on behalf of Kronos Incorporated. Alyce MCf vice Prenoent, General Counsel Assistant Secretary Corporate Seal t 1'� C 1 �J PROFESSIONAL SERVICES AGREEMENT WITH KRONOS INCORPORATED'FCR FIRE DEPARTMENT WORKFORCE SOFTWARE IMPLEMENTATION THIS AGREEMENT FOR PROFESSIONA VICES ( "Agreement") is made and entered into as of this 3 day of Fabn 13 ("Effective Bate "), by and between the CITY OF NEWPORT BEACH, a California Municipal Corporation ( "City'), and Krorros Incorporated, a Delaware corporation doing business as (TW) Kionos Data Systems Incorporated ("Consuitanr), whose address is 297 Billerica Road, Chelmsford, MA 08124, and is made with reference to the following: RECITALS A. City is a municipal corporation duty organized and validly existing under the taws of the State of California with the power to carry on Its business as It is now being conducted under the statutes of the State of California and the Charter of City. B. City desires to engage Consultant to implement the Workforce Timecard software for the Fire Department and to provide related maintenance support, and other professional and educational services as requested ( "Projeof): C. Consultant possesses the skill, experience, ability, background, certification and knowledge to provide the professional, educational and maintenance support services described in this Agreement. D. The principal members of Consultant for purposes of Project shall be the Vice President of Sates and Practice Director for Services. E. City has solicited and received a proposal from Consultant, has reviewed the previous experience and evaluated the expertise of Consultant, and desires to retain Consultant to render professional, educational and maintenance support services under the terms and conditions set forth in this Agreement. NOW, THEREFORE, It Is mutually agreed by and between the undersigned parties as follows: 1. TERM The term of this Agreement shall commence on the Effective Date, and shall terminate on September 30, 2014, unless extended or terminated earlier as set forth herein. This Agreement may be extended by the parties via a written amendment signed by both parties and approved as to form by the City Attorney. 2. SERVICES TO BE City and Consultant acknowledge that the above Recitals are true and correct and are hereby incorporated by reference into this Agreement, Consultant shall diligently perform all the services described In the Scope of Services attached hereto as Exhibit A and incorporated herein by reference rServices° or "Work "). The City may elect to delete certain Services within the Scope of Services at Its sole discretion; however; the City will pay Consultant for all services rendered up to the point at which the City notiftes Consultant of such election, Further, the City acknowledges that its election to delete certain Services may impact the timeframe for delivery of other` Services,. or the ability, of the Soft 4it' to achieve alt goals stated in the Scope of 5ervices,. 2.1 SOFTWARE SUPPORT SERVICES 2,1'1 _Su ziisortptians. City may select from the following Software support purchase options: Cold (or cold Plus) and Platinum (or Platinum Plus) support ( "Service Type"), 1,6ach providing different service coverage periods and /or service offed6gs, as specified herein ("Sorvtce Offerings") and in the Consultant Support' Service Policies (defined below). City must purchase the same Service Type for all of the Software specified on the Order Form, {however; If City, is purchasing support services for Visfonware Software, City may only purchase Gold Service Type for the Visionware Software }, All Updates, shall be provided via remote access. City may purchase support services for Equipment to accordance' with the terms and conditions of ComultanY standard Equipment Support : Servlaes Agreement a copy of which is available upon request and is located at: httol,'w°,niy�i kronor: combeaallEautomeitSuerportAar .as�c: 2:1.2 Term pf,Scftware rg , Support Unless otherwise indicated on the _ _ a Orden Faun, support service shall commence on the -Software Deliveryy date and shall continue for a term of one (1) year; Support service may be renewed for additional one (1) year terms on the anniversary date of its commericoment date, through the written agreement of the parties. After the one year initial term of this Agreement, the Service: Offerings provided and the Service Coverage period are subject to change by Consultant with sixty (60); days advance written notice to City. For the Initial two (2) renewal years the annual support fee, for the same products and service type, will not increase by more than 4116 over the prior years annual support fee. 2.2 GOLD SERVICE OFFERINGS City shall be entitled to receive: .,() ; Updates for the Software (not includirig any Software for which Consultant charges a separate license fee), provided that City`s operating system and equipment meet minimum system configuration requirements, as reasonably determined! by Consultant. If City requests Consultant to install such Updates or to provide retraining, City agrees to pay Consultant for such instillation or retraining at Consultant' then - currant time and materials rate. (9) Telephone acid /or electronic access to the Consultant 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'8n00 a.m. to 8,00 p.m., local time; Monday through Friday, excluding Consultant holidays. Kronas Incorporated _ _ Page 2 (tit) Web -based support including access to Software documentation, FAQ's, access to Consultant knowledge base, City forms, and a -case management. Such offerings are subject to modification by Consultant. Current offerings can be found on the Consultant City website. (iv) Web -based remote diagnostic technical assistance which may be utilized by Consultant to resolve Software functional problems and user problems during the Service Coverage Period. (v) Access to specialized content as and when made available by Consultant such as technical advisories, teaming quick tips, brown bag seminars, technical insider tips, SHRM e- Leaming, HR Payroll Answerforce and service case studies. 2.3 PAYMENT City shall pay annual support charges for the initial term in accordance with the payment terms on the Order Form and for any renewal term upon receipt of invoice. City shall pay additional support charges, 9 arty, and time and material charges upon receipt of invoice. 2.4 ADDITION OF SOFTWARE Additional Software purchased by City during the initial or any renewal term shall be added to this Agreement at the same support option as the then current Software support coverage In place under these terms. City agrees to pay the charges for such addition. 2.5 RESPONSIBILITIES OF CITY City agrees (1) to provide Consultant personnel with full, free and safe access to Software for purposes of support, including use of Consultant' standard remote access technology, if required; (11) to maintain and operate the Software In an environment and according to procedures which conform to the Specifications, and (lit) not to allow support of the Software by anyone other than Consultant without prior written authorization from Consultant. Failure to utilize Consultant` remote access technology may delay Consultant response and/or resolution to City's reported Software problem. If City requires the use of a specific remote access technology not specified by Consultant then City must purchase the Plus option to receive support and provide Consultant personnel with full, free and safe access to the remote access hardware and/or software. 2.6 WARRANTY Consultant warrants that all support services shall be performed in a professional and competent manner. Kronas Incorporated Page 3 2.7 CONSULTANT SUPPORT SERVICE POLICIES Consu €tart' then- current Support Services Policies shalt apply to all Support Services purchased and may be accessed at: http. F/ www kronos.c omtS upport /SuppoitServicesFolicies.htm ( "Support Pol €clee). In the event of a conflict between the Support Polities and this Agreement, the terms of this Agreement shall prevell, 2.8 KNOWLEDGEPASS EDUCATION SUBSCRIPTION: The parties hereby agree that the following terms shall apply to City's purchase of the Consultant KnowledgePass Education Subscription; 2.8.7 Scone. The KnowledgePass Education Subscription is available to Cities who are licensing Consultant' Workforce Central and €Series Timekeeper Software products and who are maintaining such products under a support plan with Consultant The KnowledgePass Education Subscription provides access via the Internet to certain educational offerings provided by Consultant (the "KnowledgePass Content ")Y including: • Product and upgrade Information for project teams and end users Hands -an interactive instruction on common tasks • Self -paced tutorials covering a range of topics • Job aids • Knowledge assessment and reporting tools to measure progress Webinars 2.8.2 Term of Subscrfotlon. The KnowledgePass Education subscription shall run co-taffninously with Clb/s Software Support, and shall renew for additional one (7) year terms provided City renews its KnowledgePass Education Subscription as provided below. 2.8.3 a ent. City shall pay the annual subscription charge for the in'" term of the KnowledgePass Education Subscription in accordance with the payment terms on the Order Form. Consultant wl send City a renewal invoice for renewal of the KnowledgePass Education Subscription at least forty five (45) days prior to expiration of the then current term. KnowledgePass Education Subscription shall renew for an additional one (7) year term If City pays such invoice before the end of the Initial term or any renewal term. 2.8A4 Limitation „ . City recognizes and agrees that the KnowledgePass Content Is copyrighted by Consultant. City Is permitted to make copies of the KnowledgePass Content provided in *pdf form solely for City's internal use and may not disclose such KnowledgePass Content to any third party other than City's employees, City may not edit, modify, revise, amend, Ichange, alter, customize or vary the KnowledgePass Content without the written consent of Consultant, provided filet City may download and modify contents of Training Kits solely for Citys internal use. 2,8.5 Train -the Trainer Program {7i t). Certification cinder the Train -the- Trainer Program: is valid only for the point release of the Software for which the t-rt Program is taken, and covers only the City employee who completes the,TTT Program,., 1 TRAVEL EXPENSES City agrees to reimburse. Consultant for all reasonable and necessary travel incurred by` Consultant in the: performance of any professional and /or educational services, provided that such travel complies with the then current Consultant Travel and Expense Policies, City further agrees to pay any travel expenses such as alrfare, lodging, meals and local transportation, Incurred by Consultant to deliver purdhased professional services and /or educational services In accordance with the Kronos Travel and Expense Policies. 4. PROFES5IONAIJEDUCA CINAL SERVICE$ WARRANTY Consultant warrants that all professional and educational services performed under this Agreement snail be performed in a- professional and competent manner. In the event that Consultant breaches this warranty, and City so notifies Consultant within 30 days of receipt of invoice for the appiicable services, the City's sole remedy and Consultant' exclusive liability shall be to re- perform the services which word deficient In a manner so as to conform to the foregoing warranty, at no additional cost to City, S. PROFESS1014AUP-DUCATI£ NAL SERVICES POLICIES Cohsultarif then- current ProfessionallEducationat Services Policies shall apply to all Professional aridlor Educational Services purchased under the applicable SOW and may be accessed at h tic 'fiww*,kronos. corn /Suo bogLPjgfes'sionalServrcesEn' agament ul cles,hurl ( "Professional: Services Policies " ); In the event of a conflict between the Professionat Services Policies and this Agreement, the terms of'this Agreement shall prevail. 6. TIME OF Pd F #RN€ANCE 61 Time is of the essence in the performance of Services under this Agreement and Consultant shall perform the Services In accordance with the schedule included In Exhibit A. In the absence of a specific schedule, the Services shall be performed to completion in a diligent and timely rhanher. Delay in the performance of Services due solely to Consultant which result in material challenges to complefion of the Scope of Services may result in termination of this Agreement by City. 6, 1.1 Nofixithstanding the foregoing, neither Consultant nor City shall be responsible for delays due to causes partially or totally beyond Consultants or Citys KronosIncorporated Page 5 reasonable control_ However, in the case of any such delay in the Services to be provided for the Project, each party hereby agrees to provide notice within two (2) days of the occurrence causing the delay to the tither patty so that all delays can be addressed. The parties agree to negotiate in good faith a reasonable modification of the Scope of Services in response to the factors of delay. 6.2 Consultant shall submit all requests for extensions of time for performance In writing to the Project Administrator (as defined In Section 6 below) not later than ten (10) calendar days after the start of the condition that purportedly causes a delay. The Project Administrator shall review all such requests the parties will negotiate In good faith a reasonable modification of the Scope of Services in response to the factors of delay. 6.3 For all time periods not specifically set forth herein, Consultant shall respond In the most expedient and appropriate manner under the circumstances, by fax, hand - delivery or mail. 7, COMPENSATION TO CONSULTANT 71 City shall pay Consultant for the Services on a time and expense not -to- exceed basis in accordance with the provisions of this Section and the Schedule of Billing Elates or Progress Payments Schedule attached hereto as Exhibit B and incorporated herein by reference. Consultant`s compensation for all Work performed in accordance with this Agreement, including all reimbursable items and subconsuttant fees, shall not exceed One Hundred and Four Thousand and Thirty -Six Dollars and Seventy Two Cents ($104,036.72) without prior written authorization from City. No billing rate changes shall be made during the term of this Agreement without the prior written approval of City. The not to exceed language does not imply that this Is a fixed fee engagement but has been included to identify the upper limit from a spending authority standpoint. Any new or unforeseen work that would result in exceeding this limit must be approved by City in advance of being performed and a corresponding change order executed. 7.2 Consultant shalt submit monthly invoices to City describing the Work performed the preceding month. Consultant's bills shall include the name of the person who performed the Work, a brief description of the Services performed and/or the specific task in the Scope of Services to which it relates, the date the Services were performed, the number of hours spent on ail Work billed on an hourly basis, and a description of any reimbursable expenditures. CV shall pay Consultant no later than thirty (30) days after receipt of an undisputed invoice. if City staff does not grant approval of the monthly invoice, the invoice shall be submitted to Consultant for dispute resolution by City staff and the parties agree to work in good faith to resolve the dispute. Consultant shall not withhold Services for non - payment for the first 60 days of an invoice dispute. 7.3 City shall reimburse Consultant only for those costs or expenses specifically identified In Exhibit B to this Agreement, or specifically approved in writing in advance by City. Kronos Incorporated Page 6 7.4 Consultant shall not receive any compensation for Extra Work performed without the prior written authorization of City.. As used herein, °Extra Work" means any Work that is determined by City to be necessary for the proper completion of the Project, but which is not Included within the Scope of Services and which the parties did not reasonably anticipate would be necessary at the execution of this Agreement. Compensation for any authorized Extra Work shad be paid In accordance with the Schedule of Billing Rates as set forth in Exhibit B. 8. PROJECT MANAGER 81 Consultant shall designate a Project Manager, who shall coordinate all phases of the Project This Project Manager shall be available to City at all reasonable times during the Agreement term. Consultant has designated Vice President of Sales and Practice Director for Services to be its Project Manager. Consultant shall not remove or reassign the Project Manager or any personnel listed in Exhibit A or assign any new or replacement personnel to the Project without the prior written consent of City. City's approval shall not be unreasonably withheld with respect to the removal or assignment of non -key personnel. 8.2 Consultant, at the sole discretion of City, shall remove from the Project any of its personnel assigned to the performance of Services upon written request of City. Consultant warrants that it will continuously furnish the necessary personnel to complete the Project on a timely basis as contemplated by this Agreement. 8.3 If Consultant is performing inspection services for City, the Project Manager and any other assigned staff shall be equipped with a cellular phone to communicate with City staff. The Project Manager's cellular phone number shall be provided to the City. w3�iti�i fitIi3i•7_rlil+�7i! This Agreement will be administered by the Fire Department. Noreen Swiantek, Administrafive Analyst or histher designee, shall be the Project Administrator and shall have the authority to act for City underthis Agreement The Project Administrator or her designee shah represent City in all matters pertaining to the Services to be rendered pursuant to this Agreement. 14. CITY'S RESPONSIBILITIES To assist Consultant In the execution of its responsibilities under this Agreement, City agrees to provide access to and upon request of Consultant, one copy of all existing relevant Information on file at City. City will provide all such materials in a timely manner so as not to cause delays in Consultanrs Work schedule. 1L7. ► 4- *JUWt 11.1 All of the Services shall be performed by Consultant or under Consuitanrs supervision. Consultant represents that it possesses the professional and technical personnel required to perform the Services required by this Agreement, and that it will Kronos incorporated Page 7 perform all Services In a manner commensurate with the professional standards In the payroll service industry, For purposes of this Agreement, the phrase "professional standards in the payroll service industry" shall mean those standards of practice recognized by firms performing similar work under similar circumstances. 912 All Services shall be performed by qualified and experienced personnel who are not employed by City. By delivery of completed Work, Consultant certifies that the Work oonfomis to the requirements of this Agreement; all applicable federal, state and local taws; and the professional standard in the payroll service industry. 11.3 Consultant represents and warrants to City that it has, shall obtain, and shall keep in full force and effect during the term hereof, at its sole cost and expense, all licenses, permits, qualifications, Insurance and approvals of whatsoever nature that Is legally required of Consultant to practice Its profession. Consultant shall maintain a City of Newport Beach business license during the term of this Agreement. 11;4 Consultant shall not be responsible for delay, nor shall Consultant be responsible for damages or be In default or deemed to be in default by reason of strikes, lockouts, accident%. acts of God, or the failure of City to furnish timely information or to approve or disapprove Consultanrs Work promptly, or delay or faulty performance by City, contractors, or governmental agencies. 12. BOLD HARMLESS 121 To the fullest extent permitted by law, Consultant shall Indemnify; defend and hold harmless City, Its City Council, boards and commissions, officers, agents and employees (collectively, the "Indemnified Partle ) from and against any and all claims demands, obligations, damages, actions, causes of action, suits, losses, judgments, fines, penalties, liabilities, costs and expenses (Including, without limitation, attorney's fees, disbursements and court costs) to the extent caused by the gross negligence or wli€ful misconduct of Consultant to the performance of services under this Agreement (Individually, a Claim; collectively, "Claims °j, City agrees to reasonably cooperate with Consultant in connection with the foregoing and provide Consultant with all Information in Cilys possession related to such claim and further assistance as reasonably requested by Consultant. 12.2 Notwithstanding the foregoing, nothing herein shall be construed to require Consultant to indemnify the Indemnified Parties from any Claim arising from the sole negligence or willful misconduct of the Indemnified Parties. Nothing in this Indemnity shall be construed as authorizing any award of attamey s fees in any action on or to enforce the terms of this Agreement. This indemnity shall apply to all claims and, liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by the Consultant. 13. INDEPENDENT CONTRACTOR It is understood that City retains Consultant on an independent contractor basis and Consultant Is not an agent or employee of City. The manner and means of Kronos Incorporated page 8 conducting the Work are under the control of Consultant, except to the extent they are limited by statute, rule or regulation and the expressed terms of this Agreement, No civil service status or other right of employment shall accrue to Contractor or Its employees. Nothing in this Agreement shag be deemed to constitute approval for Consultant or any of Consultant's employees or agents, to be the agents or employees of City. Consultant shad have the responsibility for and control over the means of performing the Work, provided that Consultant is in compliance with the terms of this Agreement, Anything In this Agreement that may appear to give City the right to direct Consultant as to the details of the performance of the Work or to exercise a measure of control over Consultant shall mean only that Consultant shall follow the desires of City with respect to the results of the Services. 14. COOPERATION Consultant agrees to work closely and cooperate fully with Citys designated Project Administrator and any other agencies that may have jurisdiction or interest In the Work to be performed. City agrees to cooperate with the Consultant on the Project. 11 CITY POLICY Consultant shall discuss and review all matters relating to policy and Project direction with City s Project Administrator in advance of all critical decision points In order to ensure the Project proceeds In a manner consistent with City goals and policies. 16, PROGRESS Consultant is responsible for keeping the Project Administrator andlor hlsiher duly authorized designee informed on a regular basis regarding the status and progress of the Project, activities performed and planned, and any meetings that have been scheduled or are desired. ii�Lb'31icTTf� Without limiting Consultants Indemnification of City, and prior to commencement of Work, Consultant shall obtain, provide and maintain at its own expense during the term of this Agreement or for other periods as specified In this Agreement, policies of insurance of the type, amounts, terms and conditions described in the Insurance Requirements attached hereto as Exhibit C, and incorporated herein by reference. 18. PROHIBITION AGAINST ASSIGNMENTS AND TRANSFERS Except as specifically authorized under this Agreement, the Services to be provided under this Agreement shall not be assigned, transferred contracted or subcontracted out without the prior written approval of City. Any of the following shag be construed as an assignment; The sale, assignment, transfer or other disposition of any of the issued and outstanding capital stock of Consultant, or of the interest of any general partner or Joint venturer or syndicate member or cotenant if Consultant is a partnership or joint - venture or syndicate or co- tenanoy, which shalt result in changing Kronos incorporated Page 9 the control of Consultant. Control means fifty percent (50 %) or more of the voting power, or Twenty -five percent (2016) or more of the assets of the corporation, partnership orjoint venture. 19. SUBCONTRACTING The subcontractors authorized by City, if any, to perform Work an this project are identified In Exhibit A. Consultant shall be fully responsible to City for all acts and omissions of any subcontractor Nothing in this Agreement shalt create any contractual relationship between City and any subcontractor nor shall it create any obligation on the part of City to pay or to see to the payment of any monies due to any such subcontractor other than as otherwise required by law. The City is an Intended beneficiary of any Work performed by the subcontractor for purposes of establishing a duty of care between the subcontractor and the City. Except as specifically authorized herein, the Services to be provided under this Agreement shall not be otherwise assigned, transferred, contracted or subcontracted out without the prior written approval Of Ctty. 2D. OWNERSHIP OF DOCUMENTS 20.1 Each and every report, draft, map, record, plan, document and other writing produced (hereinafter "Documents "), prepared or caused to be prepared by Consultant, its officers, employees, agents and subcontractors, in the course of implementing this Agreement, shall become the exclusive property of Consultant, and Consultant shall grant to City a fully paid -up, perpetual license to use such materials to the ordinary course of its business without further compensation to Consultant or any other party The Documents will remain subject to the confidentiality provisions of this Agreement. Consultant shall, at Consultant's expense, provide such Documents to City upon pdorwritten request. 20.2 Documents, including drawings and specificaticns, prepared by Consultant pursuant to this Agreement are not intended or represented to be suitable for reuse by City or others on any other project. Any use of completed Documents for other projects and any use of incomplete Documents without specific written authorization from Consultant will be at City's sole risk and without liability to Consultant. Further, any and all liability arising out of changes made to Consultant's deliverables under this Agreement by City or persons other than Consultant is waived against Consultant and City assumes full responsibility for such changes unless City has given Consultant prior notice and has received from Consultant written consent for such changes. 21. COMPUTER DELIVERABLES All written documents shall be transmitted to City in formats compatible with Microsoft Office and/or viewable with Adobe Acrobat. Kronos incorporated page 10 22. CONFIDENTIALITY 22.1 Unless otherwise required by law, all Documents, Including drafts, preliminary drawings or plans, notes and communlcattons that result from the Services in this Agreement, shot[ be kept confidential unless City expressly authorizes In writing the release of Information. 22.2 ° Confidenfial information" is defined as information that is: i) disclosed between the parties after the date of this Agreement that Is considered confidential or proprietary to the disclosing party; and Ii) identified as "nfidentiar at the time of disclosure, or would be reasonably obvious to the receiving party to constitute confidential informat€on because of legends or other markings, by the circumstances of disclosure or the nature of the infarmation itself. Each party shall protect the Confidential Information of the other party with at least the some degree of care and confidentiality, but not less than a reasonable standard of care, which such party utilizes for its own Information of similar character that it does not w€sh disclosed to the public. Neither party shall disclose to third parties (except the parent company or the wholly owned subsidiaries of the receiving party who have a need to know) the other party's Confidential Information, or use it for any purpose not explicitly set forth herein, without the prior written consent of the other party; The obligation of confidentiak'ty shall survive for three (3) years after the disclosure of such Confidential Information. 22.3 This Agreement imposes no obligation upon either party with respect to the other party`s Confidential Information which the receiving party can establish by legally sufficient evidence: (a) was rightfully possessed by the receiving party without an obligation to maintain its confidentiality prior to receipt from the disclosing party, (b) Is generally known to the public without violation of this Agreement; (o) is obtained by the receiving party in good faith from a third party having the right to disclose it without an obligation with respect to confidentiality; (d) Is independently developed by the receiving party without use of the disclosing party's confidential Information, which can be shown by tangible evidence; or (e) was required to be disclosed by applicable law, provided that the receiving party notifies the dosing party of such requirement prior to disclosure, and provided further that the receiving party makes diligent efforts to limit disclosure. 2a. MARKETING ACTIVITIES City agrees that Consultant may use City's name as part of Consultant' published City lists. All content shalt be subject to the prior review and approval of City, such approval not to be unreasonably withheld. 24. LIMITATION OF LIABILITY Cn Y'S EXCLUSIVE REMEDIES AND CONSULTANT SOLE LIABILITY FOR ANY CONSULTANT BREACH OF THIS AGREEMENT ARE EXPRESSLY STATED HEREIN. EXCEPT AS PROVIDED IN THIS AGREEMENT, ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF Kronos incorporated Page 11 MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE EXCLUDED. EXCEPT FOR CLAIMS FOR PERSONAL INJURY, DAMAGE TO PERSONAL PROPERTY OR CONSULTANT'S INTELLECTUAL PROPERTY INDEMNIFICATION OBLIGATIONS SET FORTH iN THIS AGREEMENT, DAMAGES SHALL BE LIMITED TO THREE (3) TIMES THE VALUE OF THIS AGREEMENT. IN NO EVENT WILL EITHER PARTY OR ITS PARENTS, SUBSIDIARIES AFFILIATES OR THIRD PARTY LICENSORS BE LIABLE FOR LOST PROFITS, LOST DATA OR ANY OTHER INCIDENTAL OR CONSEQUENTiAL DAMAGES ARISING OUT OF THIS AGREEMENT WHETHER SUCH CLAIM IS BASED ON WARRANTY, CONTRACT, TORT OR THE EXISTENCE, FURNISHING, FUNCTIONING OR CITY'S SPECIFIC USE OF, OR INABILITY TO SO USE, ANY EQUIPMENT, SOFTWARE OR SERVICES PROVIDED FOR IN THIS AGREEMENT, 25. INTELLECTUAL PROPERTY INDEMNITY Except for claims caused by the gross negligence or willful misconduct of City or claims where the infringement Is due to modifications of Consultant's Documents Introduced by the City, the Consultant shall defend and indemnify City, its agents, officers, representatives and employees against any and all llabi}ity, Including costs, for Infringement or alleged Infringement of any United States" letters patent, trademark, or copyright, including costs, contained in Consultant's Documents provided under this Agreement, City agrees to reasonably cooperate with Consultant in connection with the foregoing and provide Consultant with all Information in Citys possession related to such claim and further assistance as reasonably requested by Consultant Consultant will have no obligation to Indemnify Customer to the extent any such claim is based on the use of the Software with software or equipment not supplied by Consultant. 26. RECORDS Consultant shall keep records and invoices in connection with the Services to be performed under this Agreement Consultant shall maintain complete and accurate records with respect to the costs Incurred under this Agreement and any Services, expenditures and disbursements charged to City, for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement All such records and Invoices shall be clearly identifiable. Consultant shall allow a representative of City to examine, audit and make transcripts or copies of such records and Invoices during regular business hours. 27. WITHHOLDINGS City may withhold payment to Consultant of any disputed sums until satisfaction of the dispute with respect to such payment. Such withholding shall not be deemed to constitute a failure to pay according to the teens of this Agreement Consultant shag not discontinue Work for the first sixty (64) days of such withholding. Consultant shall have an immediate right to appeal to the City Manager or his/her designee with respect to such disputed sums. The parties agree to negotiate In good faith a fair resolution to Kronoslncorporated Page 12 the dispute. Consultant shall be entitled to receive Interest on any withheld sums at the rate of return that City earned on its investments during the rime period, from the date of withholding of any amounts found to have been Improperly withheld. 28. ERRORS AND OMISSIONS in the event of errors or omissions that are due to the negligence or professional Inexperience of Consultant, City's first remedy is re- performance at Consultant's cost. If after a good faith effort by Consultant of thirty (30) days or such time as Is otherwise mutually agreed, City reasonably believes that Consultant Is unable to correct the errors or orrmtsaions, City Is entitled to seek remedies at taw or equity, which could Include the additional design, construction and /or restoration expense which shall be bome by Consultant, up to the amount stated In Limitation of Liability in Section 24. Nothing in this Section is Intended to limit City's rights under the law or any other sections of this Agreement. 29. CITY'S RIGHT TO EMPLOY OTHER CONSULTANTS City reserves the right to employ other Consultants In connection with the ProjecL 30. CONFLICTS OF INTEREST 30.1 The Consultant or Its employees may be subject to the provisions of the Calffomia Political Reform Act of 1974 (the "Act ), which (1) requires such persons to disclose any financial interest that may foresesably be materially affected by the Work performed under this Agreement, and (2) prohibits such persons from making, or participating in making, decisions that will foresesably financially affect such interest 302 if subject to the Act, Consultant shall conform to all requirements of the Act. Failure to do so constitutes a material breach and Is grounds for Immediate termination of this Agreement by City. Consultant shall Indemnify and hold harmless City for any and all claims for damages resulting from Consultants violation of this Section. K31�iL +��i� 31.1 Ail notices, demands, requests or approvals, including any change In mailing address, to be given under the terms of this Agreement shall be given in writing, and conclusively shall be deemed served when delivered personally, or on the third business day after the deposit thereof In the United States mail, postage prepaid, first - class matt, addressed as hereinafter provided. All notices, demands, requests or approvals from Consultant to City shall be addressed to City at: Attn: Noreen SWontek, Administrative Analyst Fire Department City of Newport Beach 3300 Newport Boulevard PO Box 1768 Kronos Incorporated Page 13 Newport Beach, CA 92658 31.2 All notices, demands, requests or approvals from City to Consultant shall be addressed to Consultant at Attn: Vice President of Sales and Practice Director for Services KronosIncorporated 297 Billerica road Chelmsford MA 08124 32. CLAIMS Unless a shorter time Is specified elsewhere In this Agreement, within six (6) months of making its final request for payment under this Agreement, Consultant shall submit to City, in writing, all claims for compensation under or arising out of fhis Agreement. The Consultant and the City expressly agree that In addition to any claims filing requirements set forth in the Agreement, the Consultant shall be required to file any claim the Consultant may have against the City in strict conformance with the Tort Claims Act (Government Code sections 9W at seq ). 33. TERMINATION 33.1 in the event that either party fads or refuses to perform any of the provisions of this Agreement at the time and in the manner required in a manner that substantially impacts the provision of Services and without reasonable explanation, that party shall be deemed in breach of this Agreement. In the event that a party is in breach of the Agreement and such breach Is not cured within fifteen (15) days after the breaching party receives written notice specifying the nature of the breach, the non - breaching patty may terminate the Agreement forthwith by giving to the breaching party written notice thereof. In the event of such termination, where Consultant is the breaching party. Consultant shall refund to City on a pro -rata basis those pre -.paid annual support fees associated with the unused portion of the support term. 382 Notwithstanding the above provisions, City shall have the right, at its sole and absolute discretion and without cause, of terminating this Agreement at any time by giving no less than thirty (80) calendar days prior written notice to Consultant. In the event of termination under this Section, City shall pay Consultant for Services performed according to the standards of this Agreement and costs Incurred up to the effective date of termination for which Consultant has not been previously paid. On the effective date of termination, Consultant shall deriver to City all reports, Documents and other Information developed or accumulated in the performance of this Agreement, whether In draft or final form. 34. STANDARD PROVISIONS 341 Comollanoe WIh all Laws. Consultant shall at Its own cost and expense comply with all statutes, ordinances, regulations and requirements of all governmental Kronos Incorporated Page 14 entities, including federal, state, county or municipal, whether now in force or hereinafter enacted. in addition, all Work prepared by Consultant shall conform to applicable City, county, state and federal laws, rules, regulations and permit requirements and be subject to approval of the Project Administrator and City in accordance with the acceptance provisions in the Scope of Services. 34.2 Waiver. A waiver by either party of any breach, of any term, covenant or condition contained herein shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant or condition contained herein, whether of the same or a different character. 34.3 Integrated Contract. This Agreement represents the full and complete understanding of every kind or nature whatsoever between the parties hereto, and all prellminary negotiations and agreements of whatsoever kind or nature are merged herein. No verbal agreement or Implied covenant shall be held to vary the provisions herein. 34.4 Conflicts or Inconsistencies.. In the event there are any conflicts or Inconsistencies between this Agreement and the Scope of Services or any other attachments attached hereto, the terms of this Agreement shall govern. 34.15 interpretation. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of the Agreement or any other rule of construction which might otherwise apply. 34.8 Amendments. This Agreement may be modified or amended only by a written document executed by both Consultant and City and approved as to form by the City Attorney. 34.7 SeverabIlJ1 if any term or portion of this Agreement Is held to be Invalid, Illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall continue in full force and effect. 34.8 Controlling Law and Venue. The laws of the State of California shall govem this Agreement and all matters relating to it and any action brought relating to this Agreement shalt be adjudicated In a court of competent jurisdiction in the County of Orange, State of California. 34.9 Eoual Opportunity Employment. Consultant represents that it Is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex, age or any other Impermissible basis under law. 34.10 No Attomevs Fees. in the event of any dispute or legal action arising under this Agreement, the prevailing party shall not be entitled to attorney's fees, i ronos incorporated Page 15 84.11 Counterparts. This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original and all of which together shall constitute one (1) and the same Instrument. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the states written below, APPROVED AS TO FORM: CITY ATTORNEYS OFFICE Date: / -711) By: X – Aaron C. Harp City Attomey ATTEST: .3 -7 Hate: By:1 Leilani 1. Brown City Clerk �. CITY OF NEWPORT BEACH, A California municipal corporation Date. Dave Klff City Manager CONSULTANT: Kronos Incorporated, a Date: Z21W.6 1 �4 4-2 wj /3 By: Name; Tltle, Attachments: Exhibit A M Scope of Services Exhibit S – Schedule of Billing Rates Exhibit C – Insurance Requirements Kronos incorporated Page 16 EXHIBIT A SCOPE OF SERVICES Krona Incorporated Page A -1 Exhibit A Scope of Services ` IRO S, 4 F-ears" G;4 AK,,eo mm Woridome, S�afvaon Greeted i BrBr'y012 02013 Kranos Incorporated. Flit ghtsrasa ved.:Enfamlation•w t in is subject to change without notice, Customer may make necessary copies of this document for the sole purpose of factd1fatreg Internal evaluahm andfor execution of the proposed project and may only reproduced in compliance with the Kronos Sates Software License and Services Agreement applicable between the parties: All rights reserved_ Expires unless � 3131Y10t3 � _ Saw s'0na4 ky: __ Contact Name: Noreen Svnonteit Contact Phone: 969. 8443352 i Contact Emeu. NSrtiaohtek(c�NBPDnec - -..�_� Prepared Fay Share& Bowen, Benjamin Weasner Filename. CITY OT NEWPORT BEACH NEW � IMP sow 56805121103•Ps SateSgersor J Brunch Lyle . Toot Nanroe EXPERTQuote 6,3.5 I w �'- C —°nkoi l6: 688461214081Ri Car tanleYerra9ti rt¢snY ' �a purchase order for: None I Proleal Type: New Implementation Needed 02013 Kranos Incorporated. Flit ghtsrasa ved.:Enfamlation•w t in is subject to change without notice, Customer may make necessary copies of this document for the sole purpose of factd1fatreg Internal evaluahm andfor execution of the proposed project and may only reproduced in compliance with the Kronos Sates Software License and Services Agreement applicable between the parties: All rights reserved_ 2,1 SOLUTION ASSUMPTIONS 9 24.1 GENERAL IMPLEMENTATION INFORMATION 9 I Exr=ctrt NE SUMMARY 3 9 2.1,3 1' «1 O&CUMENT PURPOSE 3 12 PRwevr C)VERViEW 3 1.21 PROJECT GOALS ANDOBJEDTIVEs 3 1,22 PROPOSED SOLUTION 3 1.2,3 PROJECT URATAON AND IMPLEMENTATC4 APPROACH 4 1.24 RiSSPURCE REOUMEMENTs 5 1.3° SIGNATURES AND APPROVALS TELESTAFF INTErRATiON 2 STATEMENT OF WORK DETAILS 9 2,1 SOLUTION ASSUMPTIONS 9 24.1 GENERAL IMPLEMENTATION INFORMATION 9 2,1,2 ,EXISTING# SYSTEMS LIST 9 2.1,3 WORKMACE `CMEKEEPER 9 2.1,4 TIMEKEEPER TERNINALs 11 2.1.5 WCRKKORCE INTerRkr ON MAKaGER 11 2AA ilocRFACE5 11 2.11 TELEsTAFF GAS'EVlAYASANAGER CONPGURA7tCN 12 TELESTAFF INTErRATiON 13 2.2 PROMS51ONAL SERVICES 13 ,2.2:1 PROJECT MANAGEMENrLevELOFSERAcrIES MATEOSERViCES 13 23 EDtiCA7IONAL $ERViCES. 14 2.31 EpUC. ATI ONAL SERVICES SuBsowPTioN- KxOviLeOGEPASsT4 15 2,12 SEtECTEDTRAINING 16 2,13 EoucAmNAL PRODUcrs 16 2:3,4 ENO USER EDUCATION HAS NOT SEEN SNCLUOED 16 2.4 PROFESSIONAL SERVICES BY ROLE 16 3 APPENDIXES 17 3A ADDITIONAL REFERENCE DOCUMENTS 3.1,1 ENGAoetAsNf GUtUEUNES V.2 CUSTAMERIMPLEMENTATIONGulm 17 17 17 CITY OF WWPC -A EA HR9W I Mi^ S880btZt203 -RR 1 KRCNCSINCORPOR'h.TEQCONFW NTIAL C Page 2 0117 �O KRONO3 1.1 DticumEN r-'OR MtE MOMMTUM Kronbs is pleased 'ta be considered a human capital management business partner with City of Newport Beach, The purpose of this document is to provide an ouitmte of the work required and the professional servkres esfimaied for your Kronos sotufiom This document dernas current undestaritikrg by Kromis of the engagamenfs objectives, scope;:. assumptions „ risks and constraints and is based upon information gathered dudnQ conversations with City of Newport Beach'dunag the safes cyoie; with the key assumption that Krohos and City of Newport Beach nt of Work provides a documented basis for making future decisions and for confirming or common understanding of project scope among the' stakeholders, Any change to the in this document or the discovery of increased compiezi€y during the engagement wls be change in the scope of the professional se vices. and will be managed through the Kronos For detailed information regarding project scope and assumptions; project ow rpiex4y and risk areas, please see the sections of the document after the approval page. Please note that an approval in section 1.9 lncludesapproval ofthaStatement of Work details and Assumptions and Appendixes sections The appendixes of this document also make reference to and provide hyperlinks for the Kronos Engagement Guidelines and Customerfrnplementation Guide, if applicable. 1-2, PROjECTOVERVIEW dity of,Newpor . Beach Is an'organtxationtn the Public Sector industry and has approximately aso employees across 10 site(s): This project will bafacused an Implamanting the Kronos workforce management solution in 12 weeks. This proposal anticipates that the eotuttdn Will be fully operational in at production environment based upon the profact scope detaite9 in this doWmeiil and the mutually agreed solution design documentation Competed cdiaboraavely during the pio<aCL The estimated! investment included in this Statement of Work is quoted in USDS: item Professional Services S55,360,00 Edrea'fonal Services OtCarngs 514.7K0.00 Estimated investment for This tmpferiyini loft $70,110 .40 CITY OF M WPORT BEACH NEW IMP SOW Sa8061211034R6 Page 3 4',KROt' OS:. MOMENTUM ."kite Proiessronal Services eslimated�are based on thee fido%ing.buying scenaria, The professional services estimated for ihfs project area The professional services estimate Is based on tho;axtansive'exper'ielice tharWronos has In implementing . human. capital management solutions using our proven Momentum - implementation and project marracBme..ni methodologies and tool sats� These methodologies are adaptable and responsive fo en fridiv dual pmject's requirements while son providing repeatability and a consistently high quality customer experience, EDUGA TfONAL SERVICES The MImmum recommended investment in educational services is: $14,750.00 During the project, by means of Education end,amsultfng serWces,:a; solid knowledge transfer wilt occur between Kamos and Oty of Newport i3each. This knavrladge transfer Will allows you to.fake ownership of ywr now Kronos apphraritln. ,-.ie r3::a L4U IXTYOFNEYI'ORT BEACH NEW IMP SOW SaOO$12fta3 -Re page 4 .. KRONOS" MOMENtl1M It is assumed thou high level exeCor e Will be assigned as an Executive Sponsor and Will remain engaged during the fell h3ecycte of the imptemelfation. -the Executive Sponsor will secure resources to sup port iha do-ned duration of the project, take active part in Project KcAv3fi "and Sotuflon Overviaw, Pt4asa Reviews, and completing Milestone sign -ofis This level of Executive Involvement Will allow for cost containment resulting in an Increased Return an investment (ROI) snd,avoid unnecessary delays... A Remote delivery method vAll be used for this Implettentation. TP,esa are tiie benefits of this approach;. • Minimal impact on your busines , due to staffing resources based on the needs of our customer which Incorporate the best use of ohsite and virtual interactlon • An efficient implementation process won't Waste your lime Wth starts and stops. We'll delirer a solid plan using a seasoned seam of experts. Who get it right the first lime • We offer a variety of convenient training options to fit any budget at your desk, at our offices, or at Your location TRAVEL XPEN SES seethe erigagement Guidelines fink in the App 1.14 ri rid tt& QL''tr�t r P 7 and conditions contained within the AGREEMENT or the KRONOS 3sources may used tar the projerk expenses. Far addiiionstimarmation, This project involves shared risk by both Kronos and Cify of Newport Beach, Mr Kronos experience, has sbown that the project team needs to be aware of its level of iniveivement in the implementation of the Kronos solution as the project is being planned. A sample organisational chart for the project is provided for your review. Y l f i t i 1 7 t r CITY OFNEWPORT 6EACH rdEW iMP SOW SB806121103 -RO Page 5 xRas. MOMENTUM 1,.2A f #?o!vs arr F;usx ansi; slftr . Based on Kronos implementation experience; the fofloving 'roles are dntical for the successful imptamentation of the Kronos system in your organization; For Workforce Central Implementations please refer to the Customer imptemerttadon Guide for a detalled listing of totes anti' responsibilities. Teefinitai lead Enmr1ort"d %rAb databases, Web soma, application seN", backupstrestores, and database perfor malice tutiraj.. TechnicatTearn Should have •a good understanding of the customer's applications, the (optiertah and Wehmaster (optional) Kridwledgeable in Apmhe,.Sun ONE, or Microsoft Inlernef Intormalion Interface.Spetiailst and Report Writer Kttdvdadgeablefit the data flow ract0mmenls otsystems td be (optior ely lnierfaceid, lies Dxperience with major repon welter -- preferably Crysfid: Tralmng Lead (optional) Experienced In adult foaming aria defininglasahrg user procedures to sp4oessfullyroll out the system iniplernontaxion, In some organizations, the resource available In one organizational role may be able to cover more than one project role, if any of the customer speciCed roles are not available In your organixation, please CITyOF> N£WpORI BEACH NEW €MP$QIw Seaufil Y1-63 a .— PeypS g KIZONOS' MOMkN �M '. contact your Kta.os representative as this may impact the professional .services x EGt#irEd, Of the implementation approach recommended to complate a successful pro)eci far y wrorgantzatiom Common risks h any Project sttrnbund customer resource ava1labitty due to compaling.p0offies from daily tasks and oilier respenslbilitles. The customer level of effort (as dleptayed below) is Intended to give you 'a general Idea of the amount of time your team inornbers should plan on devoling to the prolecl oampared, to the Kronos resources throughout tnec project phases. Upon completion of the Assesr Please, the Kmaos project team will vm* with City of Newport. Beach to complete a detailed pmjtiot plan for the remainder of the project, Fo%bmng the completion of the project plan baseline, standard change control processes will be used to communicate any changes to the budget or timsllne. CITY OFNEWPORT BEACH 4aV IMP SOW $9EL+6t2fli?Ji26 W V Page l Project Staffing Requirements 160 4 4 LW 1Cm ry 4 4l.. IAO 1 jpp so d6.....,,, . 4� } Plan Avo*" solotion SUNd TOO coney DepR*y &sugpott Pm)eatM Phase KrgnosResnurceaN— RCustamer -._.._......_. .._.Ra5AUrce� . Upon completion of the Assesr Please, the Kmaos project team will vm* with City of Newport. Beach to complete a detailed pmjtiot plan for the remainder of the project, Fo%bmng the completion of the project plan baseline, standard change control processes will be used to communicate any changes to the budget or timsllne. CITY OFNEWPORT BEACH 4aV IMP SOW $9EL+6t2fli?Ji26 W V Page l KRON05 13 Si,NATuREExaDAOPRWALS SUBMITTED AND APPROVED BY KRQNbS REPRESENTATIVE MOWN M Ithli; Statement of Work is subject to City of Newport Beach's atireerritnt Win Kionos goveming Piolossional and Eduvalionat Senjoes; By. signing below, City of Newport Beach's authorized repres;vritallve agrees to purchase the seMost described herein very truly yaurs, Kninas Incorporated ACCEFIED AND AGREED City of Newport Beach M ri'lde: KMM Oak-: the Written iSislos is a trademark of IBM, Oracle Is a registered triiderruisk of Oracle Corporation. Microsoft, Windows NT, Windows 2000,Windak-4 Xpr and Windows 7 are registered caderoados and Windows Vista is a trademark of Microsoft Corporation in the United States rindibir other countries Crystal Reports is a registered trademark of Business Objects SP, IFBFiECO'PORT -SEACW4&W IMP 30W585WIVI03 R6 �k KRONOs MOMENTUM . 21 $UUTto As, euk?Tioi s The following solution details have been discovered through analysis with City of Newport &each throughout the sales cycle and form the scope by which fhis prnlact will be managed. Additional assumptions have been made, where necessary, in order to estimate the professional services required fbr`Clty of Newport beach's soWtfom Z' r:' i, E'!t&E!?ALIMiSLEiiRr'(d7'.TIUhP tr"trt3t^r''i�t,7iC?lil. Zf 2 SYSTEMS LIST City of Newport Beach has responsibility for all data cleansing prior to Kroros tesourpes configuring any data imports, interfaces or integration during two implementation. ream oM cap¢ ana nssamptron§ ;: Funolioial Group Analysis 01yof Newport seep has appmZmately i tondioeal group(s), grid Kronos III is to implement t e tlwe -Arty xemwningfurscuorrd gmupla) MV be eonfigurad by=Wrner resourcas, £rTYOF NEWPORT BEACH NEW IMP SOW 88E061211933A6 page a KR NOS" Nit7MMTUM tfem:; ... Saapa attd AssumptloRs ;: t w ._. fmptmenfad on! Kronos will perfomf O. analyses (Product De..ipn) for the 1 Workfare Tmekeapar- appikation. City of Neweed Beach is responsible for all identification of imurproleclon of, and compliance with any api ticeble taws; regulations, and statutes chat affect the project and configuration... Pay Policy Datinittorn Paypoheres will be clearly defined by City of Newport Beach for Kronos resources pdor to configuration, _ Payfv"lork Rules Configurafion The asihiiatad number of payhyodr rules is 20 and'Kmnos is to Implement 20 of these Any remaining payiwor s adeswi4 be confgured by customer resources: 1 Basin AccrueF Poffoy Configuration The estimated number of basic aooruai mules is 10 and Kronos is to %mpfenmmf 10 of these. Any rema ning basic accrual rulas wig be ocnflgpred by customer resources, Overtime Rules Conrg nation The estimated numbar ofoverume rules is 4 and Kronos is to implement I of these, Any remaining overtime roles Wit be donfoi red by customer resaaces. _ Shift'Di'ferent{ats Gbnfigvvation k 7lre estimated nwtroer'of shirt differentiate is 6 and�Kmmis is to implement (contractDMierentiats) # 6ofinese.: Any remaining shift dFNerenlWswiii be configured bycostomer resources. Historical Data Load gme and attendance data will not be ioadud into Woikforee Timekeeper. Visual Theme Casmmizattons The customization of tyro visual thane oMNornfomeCnn rt. is limited to that j of a chaflow theme, Docutrumcatton is Provided in ordertor City q Newport f` Beath's graphle designer to mans more in deoth cusiomizafiana to the g theme EmploymankTerms The use of employment tamrs for Holiday ProfPtes and DuralW Pay Codes ` is inotudao Use of Employment Terms to support conlre of empir+yoes that involves tlis overriding of person record attributes or the use of Work Viauns Definfori is no.wdhin the scope of this document, A further worritnabon of t how CApmmd Employees are to be implemented is necessary, f4aisgatocs Kronos W4E implement Micros Recommended navigators for up to 5 workferce management rotes in Olp of Newport Beach's organization, Limited.cbanges to the defau{t'apn5gurationof these Kronor. Recommended navigators is included, spch as updaliny the conhijoratidn of a naviolor to include customer- speciftc WorWoroe Central configuration and the renaming of individual items In a navigator. Addiliens of new contem or changes in iayouVdesign are rat included.. OPTIONAL FEATURES TO the Cq)(G� NSWP RT BEACH NEW IMP S0W SB8Wl2ita3 -Rrj Page 10 KRONOS' MOMENTUM i. d0AE FUNCT-10NA1 rrY Item, Scrip; and Assum,poofirti Terminal Configuration and I terminal(s) have been purchaised, lk=os will bs mponsfittle, forthe Ingiallsoon configlirgli6n for I Iarmirral(s) City oftlevipoltBeach is ras;ionsibJe for the TO physical • installation of all Timekeeper Terminate and installing all terminal This is a recurring Import options and Employee PrimIlmentwith Ktonos; Touch ID, if applicaWil, SSL Device tornrnonloaffon contvuratim does not include using SSL (Secare Type Sockets layer). NAT Eie ce, Communicaliqn configurition done not include using NAT (helftrek TO address translation). smar, , Views Device Configuration does rot ur.Audest rd Sim GorervlAmwmptiors i Kronos wC, Install the Workforce InlegnsUon Maragstla module on all Wwwace, Gential'applicalion sews I t.maviffle,-oive Imegration. mzrvagar. - flteftt. ,-, 3=4rm- CA 2 wmdcy"-s machines Assess and configure Wano dale access profiles and Functional access profile to accommodate Workforce Integration Manager users 'dapped Folder(Cormectom Hours We Included for Kronts to coniiIcza Mapped Fa aefCOnnas4one„ 2, s,6 wt&Rr,.AcE, Inlerfaaes }I ficapi, and Aisompilons, Typo i Accrual Bacari", Import From Sur"Guard TO Wo4iforoo Timekeeper This is a recurring Import Yes kiterface Nerve. SunGuzrd To WTK (Aw al Type Employee DemCgm;,h;cs linport From SuriGuent TO VilorldicroerimoReeper Interface Name SonGuwd To WTK EEmployee 0 Tyre Pay Data Export From Worliforcei Timekeeper TO SunGard eFfiranoePlus Interface Name WTK To $4,ril3uard (Pay Dole_ CITY OF NEWPORT BEACH NEW 'NIPSOW SliaV,121 iOa-RG Page I I KRON05 ki- Sm if TEL EsViFF COPi'�8UA A VUN In order to enable, fbo 4 interfaces #4 facftde inlegmlion the Gateway Manager Wt be configured for the standard Workforce CbnlralfrefeStaff feeds, CtTY Or NEWPORT BEACH NEW NIP SCAN SBR61 V 103-R6 Page IZ 6 BONDS' +»IeCivT't{ ji+2 F�fw�"St lGa"'a A34MEN1'Ui41. fiterri Name � � TaX#�� Workforce Central 52 lategralion for Customer must ensure #)atTaliiSlaSJ17 or higher is installed and Tefestatrzlr i3 #egnfiguYUd, inrhr¢Trng Getaway friafaa gar. CuslaanarmRat also ens`vie that Workforce Cerritrat v$.2$ orhrgher is r ssialted. In order for data is transfer sucoessluliy between, Workforce Central and. TetsStaff, the Telestare Errrployes to and the WFC Person Number must match, It they do not,. Custnmar mus3'resohre any mismatches pdorto If the Punch interface pill be used. {Client Namej should use restriction rhiargins forjnyTUnchas To ensure lire borraol punches ate evened to Teiestaff; amermse-every puneh V4 fo exported... The configuration of `s punch tasoeklor s is outslda thescape of tfie Integration:mpfaataritativn.. if the Mental Bo arise and Ace?W granlq interfaces -tit be used, The cusioma' must be using Workforce, Accruals. The Accrual Reporting fser7od must Ha set fo January- Oeeernhar. If en. otterpative tirpi2frame is used, adddtonat taire,yA be required to rehg ire AH®A 'uah'lriierfacas: 0 the Deify and'Pay Period Schaduie Import rriterfacas HJf be used, . the customer must ba using the bows sd?edcsing festweein woddoecs Timokeeper or using Workforce achedulm, Also; fm this Integration; TelestaB3obs roust cantain the corresponding Workforce tabor Areouot rm,nw in ane of t he Extemat ID Fialds. t Changes to the date mappings "n the Interfaces; are out cf scope. ".2 Ft 3 f MANAGEMENT v6L0PSE :1, /1GEIESfIMATGDSL$NFC15Z Tare 'project management :service oftsitinys; project support, prdjact management and program management have been roviewed and based On discussions regarding the soiutlon and fechntilq jy o'xrnploAtreso pswell as on the customer intoned dynrarnics, iha Praect Management" level o €service wilt be used Air this protein, totaled when the customer lest Manager by managing call Implementation process; ation process. has experience leading li i The estimate of time allocated for this tevet of project management services is are average of 4 hours per week for the duration, of i2 weeks'(totaleg 48 hours). Should the level of reyuirpd project management services increase, or should . there be an extension to the project duration, additional serAces can be purchased through the Kranos standard change control procedures- For Workforce Central implemenlationsand more infornalion regarding project management services, please refer to file Customer Implementation Guide in the Appendixes section. MY Or NEWPORLeEACH Nr1V IMP SOW aaaDDt211 D2 -R4 �� Page 13 KRONQS' scwiEnr r d: SERVICES IMPACT t'raauaf! &ervrr:e `' - Proiact ManVorrient Services _._.. ,�..�.�. .. _.- ._.�....._.._. '; Hours- .�. 45 Wokforce Tmekeeper (inchsdes general casks) Wortiforoa tntegrai`!on Manager ^.. W1Kterminals 120 10 2 tnteifaces (Pay Data 5rgrad, Empfayer. Oamograph'iC import 8 Accrual Balance import) l 34 GaleWay Manager Cont9wation 20 PTele5taH 6ntegratibin (I instance), 60 n tasks" as the r level together arth the related to a single multiple, products. Kronos Educational Seivices offers a full schedule of classes In the virtual classroom` to give guided instruction on how to best utilize the software. More`advanced and technical courses are offered in the traditional classroom at locafi'ons: across the country. All Kronos courses are designed with extensive hands -on practice exerclses to reinforce new sRilts and concepts, flow you to plan and budge( training feu your organizatioq. yet give you iexibititytc saie,^.t to meet your Implementation and %xitinuing education needs, Training pdols can be, . rector- led 'training in the virtual classroom, in the traditional classroom, and for costomer 3. Pricing for public classes, both virtual and in a:Kronos classroom, is based on one seat. Pricing for each private event is based on a tatty rate for the number of planned Kronos recommends the best practice of having at feast Iwo individuals from your organization receive training on the Kronor solution. Selecting one primary and one backup resource from within your functional and technical teams ensures: adequate coverage in URa event of an urgent change or support request or empioyea turnover. For complete course descriptions, objectives; and pre- raquistte information, please see the Kronos Education teaming paths that. ..your Kranos salesperson will provide, or visit http Uwyn r:kro ios.cor jSupporffEdurat onA. Krortos provides training on the most recent version of the apbtications so sorne content may differ from the installed version. CrrY OF NEWPORT BEACH NEW Me SOW SBBWI V I03-He Page 14 — Rte,... MUMFNTUK KnowledgePake as -an iutllne educational partai drat grovnfes, 2417 at ytsne- anywtsere access to in -depth training content W help your employees moudmiza productivity mid aehleve their goats: tiara; impiemeouniod to opt €mizallon{ Gain. Inslant access to helpful funnels, Job aide, In-depth, hands on tools, wabipars, and educational documents to help your team succeed. Use Koov+IadgaPaSS to. • Prepare for, practice and romforce what you learned dunigimplementation training • Assess new features and prepare for upgrades • Prepare your end users for the deployment of your kronos solution • Train new hires • Reinforce and refresh 001s, KnowledgePass'offers the convenience of online learning'ivtth the cost savings of a subscription service and unlimited aer,` ass 'Wall components and content included In KnowtedgePass, inelud€ng:. « Interactive hands -on aim ulatiions:: to refresh your skills and reinforce those that you learned in your Sandbibec to practice one Give system what you (earned daring your implementation 0ass2s and to I uwrszw,, to ontmaw new users « Job sidi to quickly ietereoce When perloDmirtg cotm'non Casks. • 5teptActien `rabies, to provide -you exits supporf when performing your tasks « Concepts: to learn orreview key Kronos product concepts . Training kitst to,tdQor your pert end user training.. « Ask- the - instructor, to connect 'aath one of our expert Kroncs Instructor.% KnbMedgePass offers tools for aid users to easity Guild the learning pain that meets their needs. Training managers can use the KrldMedgel ass tools to define Iaaming patha for their a d'user5 arid. Vack'their progres3. And, . you can manage your users' profiles, adding and modifying therm es you need, 2. "7 SFLEC." "tED TRAi`tIMCs Course Name ,. . - ' ' ff of sestafaty " Points' 'fatal points', Workforce'litnakeeper �(ParEhiumber TRAi74FTS �~�� ,��- � i2g00 W7Ke,3 project Team Fundamentals _ 21 Sao Sow WTK63 Manag*ng Tnecales& Preparing for Payroll i 2 SfPE?tt s 2b0D i WFC 8.3 Administering the Appficafott 2 121 2400 W TK 0.3 ContlQuttng & Managog Pay Rules f 2400. 24W WFC 5.3 Arphtlectvre &Technology 9 1 1300 1300 Writing & integrating W'TK 6.3 Operational Reports i -1 2800 _ 2600 WDM G.31S3I6.3 and The Knmos Terminets �- 4200 1200 The Kmrros Tetmir:a Employee Training Kit (Included in UkLIM1TED 0 0 pp TRAINING POINT SUMMARY �._� TotaS Paints Prlco Per »btnt Mdended Price ._�. �(ParEhiumber TRAi74FTS �~�� ,��- � i2g00 si.tltl 522.900A0. CkTV OF NEWPORT BEACH NEW NP $0W 58047612ttMRS Pose 15 " A It KRONOS, raaMentTUUrta 2.4 This table outlIne's 1he prdass�onsi services related to project Implementation, It rW, asenis the services by tote, rote'and part number I that have been IdentMed throughout this Statement of Wof1k, Ro Ordered Rate total M alter I999000Z -ONL1 45 1 S180.00 Se"IM00 Ccn`w— lard (009=2-ONL) -.222 MGM Comultant (9990002-ONL) 24. $200M $4,800= ScIU1on.CDnsviimt(9990063-PR0) 20- $126,00 3 22,50D40 TOTAL $56.360.00 CITY OF NEWPORT SEACI i NEW IMP SOW SB806121 I 01,-R6 Page Is °KRONOS' MtiMENYt7M 1; 0,11 7iw lllLwb ittLkl`,?k lnata# 'A�ulYti$ t. >.e Pe tttzl 'a iA d e 5' "ii C;iALEFE€2YSt Et t , iEl C S. For irifomnation [elated to Kronos' EngagementGuidellnas, please point your browser to W °,?�rmnv kronns.camiSu ortfj',rofp sionaSSe. rcesEnoaaementPo ies.h!nt torih%r nation relating to: Professional Services and Educational Services Pat Iles „. Cancellat+onPdiclas. * Change Order Process v Travel For Workforce Corneal Imptementatiohs please refer to the Kronos. Customer Implementation Guide for Information relating to Implementation Methodology Tasks and Preparatory Information Detailed Prc}actResourc ng Outlines Project Managerount Services and Processes +� Krarios Education o Professional Services Policies and Procedures including non- tiushess hour rate structure Nola; if the Kronos Customer Implementation Guide was not provided With this Statement of Work, please contact your Kronos sates executive for a copy. OtYlOf,NEWPORT.BEACH NEW IMP SOW SO &, lzil&3•FB �� pa8elr EXHIBIT B SCHEDULE OF BILLING RATES Kronos Incorporated Page B-1 Schedule of Billing mates «cNcs RE)ER FORM] Your KrMias. •:- SnCSx:ws, SQ% TWARF ,. ..� spa MR ORiCFARCEiiME?CEEPERA+6 �� ° ��` �"� .�_� .. eonaerea�aG>:rtvs 26 �$12;060:0i7 WOROORCEEFMPLOYEEV6 s Eact ._..._, V`1CSRKPORCE INIEGRATtDN fitiWAGER v6 356 M ~� $0.00 Kr-0RCE iti7EGRn ?lOf: IAfiNAGER 4T+'"O.1'ELEG".'AFf Vd Gcm�'aCl ...,�... -_. m Inctadee opnLoawe bottvin[e medte - ovppon vall lwi anove are ltl!n[ 4DraY! 811jNIGanM pram== YT coat seam!, as in%woo. eorta PROFCSS4L3N L E-MCLS , ZCUC: VONAt� $ERV CU 8Lt,A&YgU,GGO NS'rRUC`COR LEAD TBWa`4'YNG 20- 0t1::P�'ntb- ot00 �$12;060:0i7 KNOR4.EME PASS s Eact � moo M ~� $0.00 _ �1 EdSRWcES 5U65CP¢IPTIOH. : Gcm�'aCl $1.850.00 $9,65arv00 —.. NfOMEPiTL7M ONUNERE410TETEAM 201. Howl SS2,800. 7 ArojW Mbnagat Appopatlon Got+bunanl _ Terbw Consv11061 5##aura 222 HCub 24,Hours' $760.00 $180.00 $200,00 PRQFF.,$,StaNAI SA.Rk7CE5- AGGON ADVANCEO-CONCIGURA'nON TPLE5'i'A7=.F" 2,0 ffwfb S125; 00 52;5W.fKl " .�.,..._...,._ _.�., 0 Flub+c 2 572500 a., _ 7nFat ,7,20;o0 Kronos j Time & Attendance • Scltedt.5ing - Absence Management » HR & Payroit • Hiring • LaborAnalykips Kranoo Incorporated 297 ellenm Rood Chelms?ord, MA 01824 (800)225.1561 (97s) 2S0+Se00 xrv'w ktatvjs,GRm KR N©S° Krclnos (.Time & Attendance • Sohedultng • Absence Management - HR & Payroll - Hiring - La or Attalylics V4MS UloOaWo ted 287 ao[efl n %load Ctwrnsiord. MA 01624 (awl 22s -16s1 W8p 250 -9aw mp mkranos com Exhibit C Insurance Requirements Exmsrr C 1. INSURANCE REQUIREMENTS — PROFESSIONAL SERVICES 1.1 P„{ovleldn of insurance. Without limiting Consultant's indemntffcation of Clty, and prior to commencement of Work Consultant shall obtain, provide and maintain at its own expanse during the term of this Agreement, policies of insurance of the type and amounts described below and in a form satisfactory to City. Consultant agrees to provide insurance In accordance with raqukaments set forth here. If Consultant uses exlsting coverage to comply and that coverage does not meet these requirements, Consultant agrees to amend, supplement or endorse the extsting coverage. 1.2 Acceotairle i All insuranos poitcles shall be Issued by an insurance company currently authorized by the insurance Commissioner to transact business of irmsuranco in the State of California, with an assigned polloyholdere Rating of A• (or higher) and Financial Size Category Class'VnI (or larger) In accordance with the latest edition of Sest's Key Rating Culd% untess otherwise approved by the City's Rlsk Manager. 1.31 Ak ow Comosnsauon tnaurance. Consultant shall maintain Warkars' Compensation Insurance, statutory ilrnits, and Employers Liablilly Insurance with limits of at least one million dollars ($1,000,000) each accident for bodily Injury by acddem and each employee for bodily Injury by disease in accordance with the taws of the State of California, Section 3700 of the Labor Code, 13.1.1 Consultant shah submit to City, stong with the certificate of insurance, a Waiver of Subrogation endorsement U favor of City, its officers, agents, employees and votuntesrs. 1.32 General Ligbility drl„surance. Consultant shall maintain commercial general liability Insurance, and If necessary umbrella liability insurance, with coverage at least as broad as provided by Insurance Services Office form CG 00 01, In an amount not lass than one million dollars ($1,0(10,000) per occunermca, two million dollars ($2,000,000) general aggregate. The - policy shall cover liability arising from premises, operations, products- completed operations, personal and advertising lnjury, and liability assumed under an insured contract (including the tort liability of another assumed in a bustness contract) with no endorsement or modilkatitun ilmiting the scope of coverage for liability assumed under a contract. 1.3.5 Automobile Liabillty insurance. Consultant shall maintain automobile Insurance at least as broad as Insurance Services Office foram CA 00 01 covering bodily Injury and property damage for all activities of the Consultant arising out of or in connection with Work to be performed under this Agreement, trrcluding coverage for any owned, hired, non owned or ranted vehicles, In an amount not less than one million dollars ($1,000,000) combined single Broil each accident. 1.3.4 professional tietriiity Larmm &OMtssionsj Ing uFanca Consultant shall maintain professional liability insurance that covers the Services to be performed In connection with this Agreement, In the minimum amount of one million dollars ($1,000,000) per claim and In the aggregate. Any policy Inception date, continuity date, or retroactive date must be before the effective date of thls agreement and Consultant agrees to maintain continuous coverage through a period no less than three years after oomplattono € the services, required by thisacgreement. 1.4 tither insurers Rertuiremma_ntr3. The policies are to contain, or be endorsed to contain, the Mewing provisions: 1.4.1 Waiver of su Mg&n. All Insurance coverage maintained or procured pursuant to this agreement shall be endorsed to waive subrogation against City, its elected or appointed officers, agents, officials, employees and volunteers or shalt specifically allow Consultant or others providing Insurance evidence In compliance with these requirements to waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery against Cloy, and shall require similar written express waivers from each of its subo onsuitents. 1.4.2 Additkmal Insurer) Status. Ali liability policies Including general, liability, excess liability, pollution Habliliy, and automobile liability, but not Including professional liability, shall provide or be endorsed to provide that City and its officam, officlais, employees, and agents shall be Included as Insureds under such policies. iA.3 Primary and Non Cordributorv. Ali liability coverage shall apply on a primary basis and shag not require contribution from any Insurance or self-insurance maintalned by City. 1.4.4 Notice of Gant fl nn.. All policies shalt provide City with thirty (30) days notice of cancellation (except for nonpayment for which ten (10) such change. if such change results in substantial additional cost to the Consultant, the City and Consultant may renegotiate Consultant's compensation. 1.5.3 Vorcement of Agreement Prrrvlslcrrts. Consultant soknowledges and agrees that any actual or alleged fallure on the part of the City to Infon Consultant of nonrcompfianee with any requirement Imposes no additional obligations on the City nor does It waive any tights hereunder. 1.64 Rertutremattts not limftirta. Requirements of specific coverage features or limits contained in this Section are not intended as a limltation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any Insurance. SpeoHic reference to a given coverage feature Is for purposes of clarification only as it pertains to a given Issue and is not intended by any party or Insured to be all InrkrsW% or to the exclusion ofother coverage, or a walverof attytypa. 1.5.3 Self - Insured t; etentlons, Any self-insured retentions must be declared to and approved by Clty. City reserves the right to require that self- insured retentktns be eliminated, lowered, or replaced by a deductible. Sei€Insurancewit not be considered to comply with these requirements unless approved byDlty. 1;6.6 City Rer odles for Non Compliance if Consultant or any subconsuftant fails to provide and maintain insurance as required herein, then City shall have the right but not the otalgetieon, to purchase such insurance, to terminate this agreement, or to suspend Consultant's right to proceed until proper evidence of insurance is provided. Any amounts paid by City shall, at City's sole option, be deducted from amounts payable to Consultant or reimbursed by Consultant upon demand. 1.5.7 'f n!ly Noft-e of rrlai s. Consultant shall give City prompt and timely notice of claims made or suits Instituted that arise out of or result from Consultant's performance under this Agreement, and that involve or may involve coverage under any of the required tfabillty potioles. 1.5.8 Consuftarrrs Insurance. Consultant shall also procure and maintain, at Its own cost and expense, any additional kinds of insurance, which in Its own judgment may be necessary far its proper protection and prosecution of the Work, . KRONOS° Kronns Incorporated 397 Billerica Road Cltelrnafom, MA 0,824 March 6, 2013 Certificate of Authority phone +1 978 250 9800 fax +1978 367 9904 url wvwwAronmcom I hereby certify that the following is a true and correct copy of Section 11 of the Amended and Restated By -Laws of Kronos Incorporated: "Section 12. EXECUTION OF PAPERS Except as the directors may generally or in particular cases authorize the execution thereof in some other manner, all deeds, leases, transfers, contracts, bonds, notes, checks, drafts and other obligations made, accepted or endorsed by the corporation shall be signed by the chairman of the board, if any, the president, a vice president or the treasurer." I hereby certify that .John O'Brien holds the office of Senior Vice President, Sales of Kronos Incorporated, a Massachusetts corporation with its corporate headquarters at 297 Billerica Road, Chelmsford, Massachusetts 01824. Mr. O'Brien is authorized to execute any of the above referenced documents on behalf of Xronos incorporated. Alyce M o_ Vice Pre. ent,. General Counsel Assistant Secretary Corporate Seal off: ¢ppRAf�:•,,a