Okaloosa County BOCC — October 4, 2013 — Okaloosa County EMS WF-Ready-Quote-Tool-v12-1 Updated 2 08Novemberr2013 — reading text

Workforce Ready Order Form v12.1 Date: 11/7/2013 Customer PO #: 0 Version #: 1 Salesperson: Ryan Hammond Expires: 10/25/2013 Bill To: Attn: Don Amunds Ship To: Attn: Tracey Vause Okaloosa County Board of County Commissioners Okaloosa County EMS 302 N Wilson St; Suite 203 90 College Blvd East Crestview, FL 32536 Niceville, FL 32578 Currency: USD Email Contact: tvause@co.okaloosa.fl.us Phone #: 850-651-7150 THIS WORKFORCE READY ORDER FORM (“Order Form”) is by and between Kronos Incorporated ("Kronos") and the customer who has signed in the space provided below or electronically clicked a box indicating its acceptance (“Customer”). This Order Form incorporates the Kronos terms and conditions for the ordered Services which shall be attached to Customer’s initial Order Form (“SaaS Terms and Conditions”), and together they form the Agreement between the parties. Customer has read and agrees to the SaaS Terms and Conditions, including any applicable policies referenced therein. Capitalized terms on this Order Form and in the SaaS Terms and Conditions are defined where they appear or in the "Definitions" section. As of the Start Date, Kronos will provide, and Customer will purchase, under the SaaS Terms and Conditions, the SaaS Services listed below. Customer may order additional or amended Services in the future via additional signed or electronically accepted Order Forms. Such Order Forms plus the SaaS Terms and Conditions, whether attached to an Order Form or not, will govern such added or amended Services. The parties agree that Section 16.1 is amended by replacing the word "Massachusetts" with the word Florida. Any indemnification provision in the Agreement requiring customer to indemnify Kronos or any other party shall not apply and, with respect to Customer, such indemnification obligation shall not apply. SaaS Services Item License/Qty Unit Price Price Workforce Ready Time Keeping 125 $5.00 $625.00 Workforce Ready Accruals 125 $1.00 $125.00 Minimum Monthly Total: $750.00 Equipment - Purchase Item Qty Unit Price Total Price KRONOS INTOUCH 9000,STANDARD,HID PROX 11 $3,436.00 $37,796.00 TOUCH ID OPTION,INTOUCH 11 $960.00 $10,560.00 Total Price: $48,356.00 Equipment - Purchase Support Item Duration Total Price DEPOT EXCHANGE SUPPORT SERVICE 1 YR $4,455.00 Total Price $4,455.00 Accessories Item Qty Unit Price Total Price NORTH AMERICA POWER KIT FOR EXTERNAL OUTLET, INTOUCH STD 11 $0.00 $0.00 Total Price: $0.00 Setup Fees Item Total Price Workforce Ready Setup Fee $4,000.00 Total Price: $4,000.00 Quote Summary Item Total Price Minimum Monthly Fee $750.00 One Time Setup Fees $4,000.00 NOTICES: All legal notices required to be given hereunder shall be in writing and shall be deemed given if sent to the addressee specified herein: (a) by either registered or certified United States mail, return receipt requested, postage prepaid, three days after such mailing; or (b) by national overnight courier service and addressed to the persons set forth herein, the next business day. All other notices, including notices of non-payment, may also be sent via facsimile or email, and will be deemed given on the day delivery is electronically confirmed. Okaloosa County Board of County Commissioners By:__________________________________________ Name:_______________________________________ Title:________________________________________ Date:________________________________________ Kronos Incorporated 297 Billerica Road Chelmsford, MA 01824 (800) 225-1561 (978) 250-9800 www.Kronos.com  KRONOS WORKFORCE READY™ - SOFTWARE AS A SERVICE TERMS AND CONDITIONS Customer and Kronos agree that the terms and conditions set forth below shall apply to the Kronos supply of the commercially available object code version of the software application programs and related services and materials (including applicable documentation) and equipment (if any) specified on a Kronos order form (collectively, the “Services”). The Services described on a Kronos order form signed by Customer and returned to Kronos (the “Order Form”) shall be delivered by means of Customer’s permitted access to the password protected customer area of a Kronos website. BY ELECTRONICALLY CLICKING A BOX INDICATING ACCEPTANCE OF AN INITIAL ORDER FORM REFERENCING THESE TERMS AND CONDITIONS, OR BY MANUALLY EXECUTING AN INITIAL ORDER FORM REFERENCING THEM, CUSTOMER AGREES TO THESE TERMS AND CONDITIONS FOR ALL ORDER FORMS. THE INDIVIDUAL ACCEPTING THESE TERMS AND CONDITIONS ON BEHALF OF CUSTOMER REPRESENTS THAT HE/SHE HAS THE AUTHORITY TO CONTRACTUALLY BIND CUSTOMER. THESE TERMS AND CONDITIONS AND THE ORDER FORM(S) (AND ANY ATTACHMENTS THERETO) TOGETHER FORM A BINDING AND EXECUTED WRITTEN AGREEMENT BETWEEN CUSTOMER AND KRONOS (THE “AGREEMENT”) FOR SERVICES, EFFECTIVE AS OF THE DATE THE ORDER FORM IS RECEIVED BY KRONOS (THE “AGREEMENT EFFECTIVE DATE”). 1. TERM 1.1 The Services shall be deemed to start on the earlier of: a) ninety (90) days from Kronos’ receipt of the relevant Order Form; or, b) the date Customer is authorized to “go live” with the Services for production purposes, (the “Start Date”), and shall continue indefinitely on a month-to-month basis until terminated in accordance with the provisions hereof (the “Term”). Customer acknowledges that execution of separate third party agreements may be required in order for Customer to “go live” with certain add-on features or functionality, including tax filing services (“Add-on Features”), as identified by Kronos on the Order Form. 1.2 Customer may terminate the Services or the Agreement for convenience upon thirty (30) days prior written notice, and Kronos may terminate the Services or the Agreement for convenience upon ninety (90) days prior written notice, at any time during the Term. 1.3 Either party may suspend or terminate the Services or the Agreement upon a material breach of the Agreement by the other party if such breach is not cured within fifteen (15) days after receipt of written notice. Notwithstanding the foregoing, Kronos may suspend or terminate the Services or the Agreement immediately upon notice in the event of any Customer breach of Sections 3 (License to Use), 4 (Acceptable Use), or 14 (Confidential Information), below. 1.4 In the event that either party becomes insolvent, makes a general assignment for the benefit of creditors, is adjudicated a bankrupt or insolvent, commences a case under applicable bankruptcy laws, files a petition seeking reorganization, the other party may request adequate assurances of future performance. Failure to comply with such request within ten (10) days of delivery of the request shall entitle the requesting party to terminate the Agreement immediately upon written notice to the other. 1.5 If the Agreement is terminated for any reason: (a) Customer shall pay Kronos within thirty (30) days all fees accrued for the Services prior to the date of termination, provided that if Customer terminates Kronos for material breach of the Agreement, Kronos shall be responsible to refund to Customer unused pre-paid service fees, if any; (b) Customer’s right to access and use the Services shall be revoked and be of no further force or effect; (c) Within fifteen (15) days of termination Customer will retrieve Customer’s historical data in accordance with previously established system access procedures and applicable state and federal laws. After such time period, Kronos shall have no further obligation to store and/or make available Customer’s historical data and may delete same. If Customer requires additional data conversion services from Kronos, these services may be contracted from Kronos at Kronos’ then published rates. (d) Customer agrees to timely return all Kronos-provided