R05-158
II
1 RESOLUTION R05-/Se
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3 A RESOLUTION OF THE CITY COMMISSION OF THE
4 CITY OF BOYNTON BEACH, FLORIDA,
5 AUTHORIZING AND DIRECTING THE MAYOR AND
6 CITY CLERK TO EXECUTE A LEASE PURCHASE
7 AGREEMENT BETWEEN THE CITY OF BOYNTON
8 BEACH AND KRONOS, INCORPORATED; PROVIDING
9 FOR THE CITY TO ACQUIRE A SOFfW ARE
10 PROGRAM AND ASSOCIATED HARDWARE IN
11 ORDER TO PERMIT THE CITY'S HUMAN
12 RESOURCES DEPARTMENT TO MORE
13 ACCURATELY TRACK EMPLOYEE ATTENDANCE
14 AND PAYROLL; AND PROVIDING AN EFFECTIVE
15 DATE.
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19 WHEREAS, the City of Boynton Beach City Commission finds that the HRIS
20 software program provided by Kronos, Incorporated will enable the City to more effectively
21 and efficiently manage the processing of personnel functions and improve personnel process
22 flows throughout the City; and
23 WHEREAS, the City of Boynton Beach will be purchasing this software program
24 from a source that is offering a price that is one half the price listed on the State Contract
25 and will include Professional Service Training in the price of the software and hardware;
26 and
27 WHEREAS, upon recommendation of staff, the City Commission has determined
28 that it is in the best interests of the residents of the City to execute the Lease/Purchase
29 Agreement with Kronos, Incorporated, a copy of which is attached hereto as Exhibit "A",
30 and incorporated herein by reference.
31 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF
32 THE CITY OF BOYNTON BEACH, FLORIDA, THAT:
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Section 1.
The foregoing "Whereas" clauses are hereby ratified and confirmed as
34 being true and correct and are hereby made a specific part of this Resolution upon adoption
35 hereof.
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Section 2.
The City Commission of the City of Boynton Beach, Florida does
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2 I hereby authorize and direct the Mayor and City Clerk to execute the Lease/Purchase
3 Agreement between the City of Boynton Beach and Kronos Incorporated for the
4 lease/purchase of the HRIS software program, a copy of the Lease/Purchase Agreement is
5 attached hereto as Exhibit "A", and incorporated herein by reference.
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Section 3.
This Resolution will become effective immediately upon passage.
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PASSED AND ADOPTED this ~ day of September, 2005.
CITY OF BOYNTON BEACH, FLORIDA
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Commissioner
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Kronos Incorporated
297 Billerica Road
Chelmsford. MA 01824
Phone: (978)250-9800
Page: 1 / 10
RoS--\5B
KRONOS INCORPORATED MASTER LEASE AGREEMENT - Rev KR-071505
Master Lease Agreement #
TERMS AND CONDITIONS --7 Co q 0
CUSTOMER:
_City of Boynton Beach
CONTACT PERSON: John Jordan
PRINCIPAL PLACE
TELEPHONE NO.:
OF BUSINESS:
100 East Boynton Beach Blvd, Boynton Beach, FL 33425
561-742-6271
Kronos Incorporated ("Kronos") and Customer agree that the following Master Lease Agreement ("Agreement") terms and conditions
will apply to any Products (as defined in Section 1.3) or services leased by Kronos to Customer, referenced on any Lease Schedule
("Schedule") executed by the parties.
L Lease Teml
1. I Master Lease Agreement Tem1
This Agreement is effective from the date on which it is executed by Kronos and shall continue in full force and effect until all the
obligations hereunder and in any Schedule hereto are fulfilled, unless sooner terminated as provided herein. Kronos may, upon thirty
(30) days' prior written notice, modify the terms and conditions of this Agreement. Such modifications shall only be applicable to any
subsequent Schedule signed by the parties following such thirty (30) day period.
12 Lease Schedule Commencement Date; Tem1
The term of any Schedule shall commence sixty (60) days after the date of shipment of the Products to Customer ("Lease Schedule
Commencement Date") and will continue from the first day of the following month for the number of complete calendar months
specitied in such Schedule. No Schedule shall be cancelable or tem1inable by Customer before the end of its stated term, except as
provided herein.
1.3 Products; Delivery
The Products consist of the Equipment and Software listed on the Schedule annexed hereto and incorporated by reference herein and
on any additional Schedules for other Products, each of which will be deemed a part hereof and incorporate the terms hereof. Delivery
terms are as stated on the applicable Schedule ("Delivery").
1.4 Shipment and Receipt Confirmation
At Kronos' request, Customer shall furnish Kronos with a confirmation statement in a form acceptable to Kronos, for the Products
supplied under each Schedule hereto, acknowledging (a) receipt of the Products in good condition, and (b) the lease commencement
date.
1.5 Acceptance
For Customer's initial lease of each Equipment and Software product Kronos shall provide an acceptance test period (the "Test
Period") that commences upon Installation, provided that at the time of Installation Customer is current in all payments then due and
owing under this Agreement. Installation shall be defined as: a.) the Equipment, if any, is mounted; b.) the Software is installed on the
data base server(s) and/or personal computer(s); and c.) implementation team training is complete. During the Test Period, Customer
shall determine whether the Equipment and Software meet the Kronos published electronic documentation ("Specifications").
The Test Period shall be for 30 days. If Customer has not given Kronos a written deficiency statement specifying how the Equipment
or Software tails to meet the Specifications ("Deficiency Statement") within the Test Period, the Equipment and Software shall be
deemed accepted. If Customer provides a Deficiency Statement within the Test Period. Kronos shall have 30 days to correct the
deficiency, and Customer shall have an additIOnal 30 days to evaluate the Equipment and Software.
If the Equipment or Software does not meet the Specifications at the end of the second 30 day period, either Customer or Kronos may
terminate this Agreement. Upon any such termination, Customer shall return all Equipment and Software to Kronos, and Kronos shall
refund any lease payments paid by Customer to Kronos under this Agreement, except for Professional Services costs incurred by
Kronos, if any. If the lease payments paid to Kronos by Customer are less than the amount owed to Kronos for Professional Services,
Customer shall pay Kronos such balance. Neither party shall then have any further liability to the other for the products that were the
subject of the Acceptance Test.
2. Prod ucts
2.1 Installation, Use, Alterations and Location
Customer agrees that the Products shall be installed, used and maintained in compliance WIth Kronos' Specifications and with all
laws, rules and regulations of the jurisdiction where the Products are located. Customer shall not make any alterations or add
attachments to the Products nor shall Customer remove the Products from the place of original installation without Kronos' prior
written consent. Kronos shall have the right to enter Customer's premises to inspect the Products during normal business hours.
Kronos reserves the right, at its sole discretion and at no additional cost to Customer, to replace any Products with newer technology
Products, as long as the newer Products provide at least the same level of functionality as those being replaced.
Page: 2 / 10
Kronos Incorporated
297 Billerica Road
Chelmsford, MA 01824
Phone: (978)250-9800
2.2 Title
Except when otherwise noted on a Schedule, all Equipment shall remain the property of Kronos unless and until the appropriate
Purchase Option is exercised and paid for in full. All Equipment is, and at all times shall remain, separate items of personal property,
notv.ithstanding their attachment to other equipment or real property. Customer shall not sell or otherv,ise encumber the Products.
2.3 Risk of Loss
Upon Delivery, Customer shall bear all risk ofloss, damage or destruction of the Products, whether or not covered by insurance. In the
event of loss or damage, Customer shall promptly notify Kronos, and shall at Kronos' option, (i) place the Product in good condition
and repair, or (ii) replace the Product. No loss, theft or damage after shipment of the Products to Customer shall relieve Customer
from its obligations under this Agreement.
2.4 Insurance
Customer shall provide at its expense, (i) insurance against the loss. theft or damage of the Products for the full replacement value of
the Products, and (ii) insurance against general liability and property damage.
2.5 Sublease
Customer may not sublease any of the products leased hereunder or assign this Agreement without Kronos' prior written consent.
3. Total Periodic Lease Charges; Taxes; Payments; Purchase Option
3.1 Total Periodic Lease Charges
Customer understands and agrees that the lease fees due hereunder are due and payable to Kronos for each period of the lease term
specified in each Schedule, in advance, on the first day of each period ("Total Periodic Lease Charges"). Such fees shall be absolute
and unconditional and shall not be subject to any abatement, reduction, set off, counterclaim, interruption or recoupment for any
reason whatsoever. Customer shall pay the Total Periodic Lease Charges, and any applicable sales and use tax reflected on an invoice,
to KrOIlOS at the address specified in such invoice or to such other place as Kronos may direct. If Customer fails to pay any amount
when due under this Agreement, Customer shall pay as an administrative and late charge, a fee equal to five percent (5%) of that
amount. In addition, Customer shall pay interest at the rate of one and one half percent (I '12%) per month (but not to exceed the
maximum allowed by law) on such delinquent amount until the date of payment. Customer's obligations under this subsection shall
survive the expiration or tem1ination of this Agreement.
3.2 Taxes
Except for sales and use tax reports and returns which shall be filed by Kronos, Customer shall promptly file when due any necessary
reports and returns required by law to be filed and to pay when due, directly to the appropriate taxing authority, any taxes required by
law to be paid by Customer based on this Agreement. Kronos shall invoice Customer for any applicable sales and use tax amounts,
and Customer agrees to remit such amounts to Kronos within 30 days of receipt.
If Kronos has retained title to the Equipment pursuant to Section 2.2, then Kronos \"ill file applicable personal property tax retums and
will pay any applicable personal property taxes to the appropriate taxing jurisdiction. Customer agrees to reimburse Kronos for any
such personal property taxes.
Customer's obligations under this section shall survive the expiration of this Agreement.
Customer shall not be responsible for any taxes to the extent Customer is eXen1pt from such taxes. Customer shall provide Kronos
with evidence of Customer's tax exempt status.
3.3 Purchase Option
If Customer elects to exercise the Purchase Option provided in any Schedule, then at the termination of the applicable Schedule, and
provided Customer is not in default under this Agreement, Customer may purchase the leased Equipment and a license to use the
leased Software for the Purchase Option amount set forth on the corresponding Schedule. Title to the Equipment and a license to use
the Software which are subject to the Purchase Option shall pass upon payment in full of the Purchase Option price and all other
amounts due.
3.4 Advance Rent
If any Schedule provides for Advance Lease Fees, such Advance Lease Fees shall be applied to the months specified in such
Schedule.
3.5 Security Deposit
If any Schedule provides for a Security Deposit, then Customer hereby agrees to deposit v'lith Kronos the Security Deposit to more
fully secure its lease payments and all other obligations to Kronos hereunder. Such Security Deposit shall bear no interest, and may be
commingled with other funds of Kronos. Upon termination of this Agreement, and satisfaction of all of Customer's obligations, any
remaining Security Deposit shall be returned to Customer.
4. Software License
4.1 License
From the date of shipment through the end of the tem1 specified on the Schedule, Kronos grants to Customer a non-exclusive,
perpetual, (except as provided herein and after full payment of all lease obligations including the purchase option by Customer),
nontransferable license to use the Software listed on such Schedule, subject to the terms herein. Kronos owns or has the right to
license the Software. The Software and Sofuvare documentation are confidential and may not be disclosed to a third party ....ithout
Kronos' written consent. The Softv.-are contains proprietary trade secret technology. Unauthorized use and copying of such Softv..are
is prohibited by law, including United States and foreign copyright law. The Total Periodic Lease Charges paid by Customer which
Page: 3 / 10
Kronos Incorporated
297 Billerica Road
Chelmsford, MA 01824
Phone: (978)250-9800
are attributable to the license for the Software constitute a license fee that entitles Customer to use the Software as set forth herein.
The License is subject to all of the terms of this Lease, including those set forth below:
4.2 Fee Based Limitations
Customer recognizes and agrees that the license to use the Software is limited, based upon the amount of the Total Periodic Lease
Charges paid by Customer which are attributable to the license for the Software. Limitations, which are set forth on the Lease
Schedule, may include the number of employees, simultaneous or active users, Software product modules, Software features,
computer model and serial number and/or the number of terminals to which the Software is permitted to be connected. Customer
agrees to: I) use the Sofhvare only for the number of employees, simultaneous or active users, computer model and serial number
and/or terminals permitted by the applicable Total Periodic Lease Charges attributable to the license for the Software; and 2) use only
the product modules and/or features permitted by the applicable Total Periodic Lease Charges attributable to the license for the
Software; and 3) use the Software only in support of Customer's own business. Customer agrees not to increase the number of
employees, simultaneous or active users, terminals, product modules, features, or to upgrade the model, as applicable, unless
and until Customer pays the applicable fee for such increase/upgrade. Customer may not relicense or sublicense the Software to, or
otherwise permit use of the Software (including timesharing or networking use) by any third party. Customer may not provide service
bureau or other data processing services that make use of the Software \\~thout the express prior written consent of Kronos.
4.3 Object Code Only
Customer may use the computer programs included in the Software (the "Programs'') in object code form only, and shall not reverse
compile, disassemble or othenvise convert the Programs into uncompiled or un assembled code.
4.4 Permitted Copies
Customer may copy the Programs only as reasonably necessary to load and execute the Programs and for backup purposes only. All
copies of the Programs or any part thereof, whether in printed or machine readable form and whether on storage media or otherwise,
are subject to all the terms of this license, and all copies of the Programs or any part of the Programs shall include the copyright and
proprietary rights notices contained in the Programs as delivered to the Customer.
4.5 Updates
In the event that Kronos supplies Service Packs, POint Releases and Major Releases (including legislative updates if available) the
Software, (collectively referred to as "Updates"), such Updates shall be part of the Software and the provisions of this license shall
apply to such Updates and to the Software as modified thereby.
4.6 iSeries Software
If Customer is licensing Kronos iSeries Central Software, the following additional terms shall apply: Upon Customer's request and
provided Customer is not in default hereunder or under any Schedule, Kronos shall license to Customer, for Customer's internal use
only, the source code for the Kronos iSeries Central application programs licensed to Customer under the applicable Schedule. All of
the terms and conditions specified in this Agreement for object code shall also apply to the source code. Customer acknowledges and
agrees that the Software, all source code, object code and algorithms relating thereto, all user interface screens generated by the
Sofhvare and source code, and all copyright, trade secret and other proprietary rights therein, are and shall remain the sole and
exclusive property of Kronos. Customer agrees that it shall not disclose or otherwise make the Software available to third parties
unless such disclosure is necessary for Customer's permitted use of the Software. Furthem1ore, Customer must obtain Kronos' written
consent to any such disclosure and any such third party must agree in writing to be bound by the tem1S contained herein.
4.7 Microsoft SQL Server Software
If Customer is sublicensing Microsoft SQL Server Software, the following additional tem1S shall apply: The Microsoft SQL Server
Soft\\-are being sublicensed hereunder ("SQL") as part of the Kronos Software is "Runtime-Restricted Use" software; as such, SQL
may only be used to run the Software. SQL may not be used either (i) to develop and/or (ii) in conjunctirn with new applications,
databases or tables other than those contained in the Software. The foregoing, however, does not prohibit Customer from using a tool
to run queries or reports from existing tables and/or from using a development environment or workbench, which is part of the
Software to contlgure or extend such Software. Not\\~thstanding any provision of this Agreement, Customer may only transfer SQL as
part of the Software. Customer also agrees to use the Microsoft SQL Server soft\\-are only on the servers, processors or other
electronic devices which the Software is permitted to be connected.
4.8 Training Materials
If Customer is licensing Training Materials and/or purchasing the Kronos Train-the- Trainer (KTT) Program (the "Certification
Program"), the following additional terms shall apply: "Training Materials" shall mean the instructor guide(s), student guide(s),job
aids, recorded executable files and/or tutorials developed by Kronos for one or more Kronos products. Kronos grants to Customer a
non-exclusive, nontransferable license to use the Training Materials. Customer recognizes and agrees that: i.) the Training Materials
constitute confidential and proprietary information of Kronos; ii) the Training Materials are copyrighted by Kronos; iii.) the license to
use the Training Materials is limited based upon the amount of the license fee paid by Customer; iv.) Customer may not copy or
reproduce the Training Materials in excess ofthe number of copies permitted by the applicable license fee; v.) Customer may not
transmit, distribute or disclose the Training Materials to any third party, unless agreed to in writing by Kronos; vi.) Customer's license
to use the Training Materials is granted solely for the purpose of permitting Customer to train Customer's employees and no other use
of the Training Materials is permitted; and vii) Customer may not edit, modify, revise, amend, change, alter, customize or vary the
Training Materials in any manner without the written consent of Kronos. Certification under the Certit1cation Program is valid for two
(2) years after successful completion of the Certification Program, applies only to the point release of the Software for which the
Certification Program is taken, and covers only the Customer employee who completes the Certification Program
S. Services
5.1 Software Support Options
Customer may select from the following Software support options: Silver, Gold (or Gold Plus), and Platinum (or Platinum Plus)
support ("Service Type"), each providing different service coverage periods and/or service offerings, as specit1ed herein ("Service
Page: 4 ! ] 0
Kronos Incorporated
297 BiIlerica Road
Chelmsford, MA 01824
Phone: (978)250-9800
Offerings"), and in the Kronos Support Service Polices (see Section 5.13 below). Customer must procure the same Service Type for
all of the Software specified on the Lease Schedule, (however, if Customer is procuring support services for Visionware Software,
Customer may only procure Gold Service Type for the Visionware Software). All Updates shall be provided via remote access.
5.2 Software Support Service Offerings Provided for all Service Types (Silver, Gold, Gold Plus, Platinum or Platinum Plus)
Customer shall be entitled to receive:
a. Updates for the Software (not including any Software for which Kronos charges a separate license fee) provided that Customer's
operating system and equipment meet minimum system configuration requirements, as reasonably determined by Kronos. If Customer
requests Kronos to install such Service Packs, Point Releases and/or Major Releases (including legislative updates, if available) or to
provide retraining, Customer agrees to pay Kronos for such installation or retraining at Kronos' then-current time and materials rate.
b. Telephone and/or electronic access to the Kronos Global Support Center for the logging of requests for service during the Service
Coverage Period.
c. Web-based support including access to Software documentation, live online help, FAQ's, access to Kronos knowledge base,
Customer forums, e-case management and e-mail support. Such offerings are subject to modification by Kronos. Current offerings can
be found at www.kronos.com/customer.
d. Remote diagnostic technical assistance to resolve Software functional problems and user problems during the Service Coverage
Period.
5.3 Software Support Services Offerings Additional to Those Specified Above Provided by Service Type
a. Gold and Platinum: Technical advisories, learning quick tips, brown bag seminars, technical insider tips, SHRM e-Iearning, HR
Payroll Answerforce and service case studies. Such offerings are subject to modification by Kronos without notice. Current offerings
can be found at www.kronos.com/customer.
b. Gold Plus: Customers procuring Gold support service may procure, for an additional fee, the Gold Plus services of a dedicated, but
not exclusive, Kronos technical account manager ("Technical Account Manager") to provide on-going account management support
to Customer. Customer shall designate up to one primary and one secondary backup technical contact ("Technical Contacts") to be the
sole contacts with the Technical Account Manager. Customer is required to place primary Technical Contacts through Kronos
certification support training for the Software covered under this Agreement at Customer's expense.
c. Platinum: A one day per year onsite visit to be performed at the Customer location where the Software is installed. During this
onsite visit, a Kronos application consultant shall work with Customer to identify ways to help Customer increase functionality or
maximize utilization of the Software in Customer's specific environment, provided Customer's annual Software support fee is at least
$5,000 per year. Customer must be utilizing the then-current version of the Software. Travel time and expenses are not included and
shall be charged to Customer at Kronos' then current rate. Platinum Customers also receive two hour or less response time for all calls
placed to Kronos Global Support, regardless of the Priority level.
d. Platinum Plus: Customers purchasing Platinum support services may purchase, for an additional fee, the Platinum Plus services of a
dedicated, but not exclusive, Kronos Technical Account Manager. Customer shall designate up to two primary and three secondary
backup Technical Contacts to be the sole contacts with the Technical Account Manager. Upon request, Customer may designate
additional and/or backup Technical Contacts. Customer is required to place all primary Technical Contacts through Kronos
certification support training for the software covered under this Agreement at Customer's expense.
5.4 Equipment Depot Exchange Support Options
If Customer selects depot exchange support services, the provisions of this Section 5.4 shall apply. Upon the failure of an installed
Product, Customer shan notify Kronos' Global Support organization at I -800-394-4357 of such failure. Global Support win provide
remote fault isolation and attempt to resolve the problem. Those failures detem1ined by Global Support to be Product related shan be
dispatched to the Depot Repair Center by Global Support. HOUTS of operation for the Depot Repair Center are Monday through Friday
8:00 A.M. to 5:00 P.M. EST, excluding Kronos holidays. Kronos will provide a replacement for the failed Product 011 an "advanced
exchange" basis, utilizing a carrier ofKronos' choice. Replacement Product will be shipped the same day, for next business day
delivery to Customer, if such request is received prior to 3:30 P.M. EST. REPLACEMENT PRODUCTS(S) MAY BE NEW OR
RECONDITIONED. Customer shall specify the address to which the Product is to be shipped, and any special shipping or insurance
instructions. All shipments win include a Return Shipping Label designating Kronos Depot, 300 Billerica Road, Chelmsford,
Massachusetts 01824, as the recipient. Customer agrees that it shan return failed Products promptly as the failures occur and that is
shan not hold failed Equipment and send failed Product to Kronos in "batches" which shall result in a longer turnaround time and
surcharge to Customer.
Customer, upon receipt of the replacement Product from Kronos, shall package the defective Product in the materials provided by
Kronos, with the return label supplied. Failed Product not received by Kronos within ten (10) calendar days shall be billed to the
Customer at the prevailing Kronos List Price. All returned Product becomes the property of Kronos. Failed Product returned between
calendar days eleven (11) through thirty (30) win be subject to an additional $150 processing fee. Kronos will not accept Product after
thirty (30) days, and Customer shall not be issued any credit for any attempted return. All Products shall be delivered to Customer
FOB shipping point. Title to and risk of loss for the Products shall pass to Customer upon delivery to the carrier by Kronos. All
shipments to Kronos shall be made "freight prepaid" using the Return Shipping Label and shipping instructions as specified by
Kronos. Kronos will select the carrier to be utilized under the program.
5.5. Equipment Depot Repair Support Option
If Customer selects depot repair support services, the provisions of this Section 5.5 shaD apply. It is Customer's obligation to purchase
and retain, at Customer's location and at Customer's sole risk and expense, a sufficient number of spare products ("Spare Products") to
allow Customer to replace failed Products at all Customer locations. Upon failure of an installed Product, Customer shall install a
Page: 5 ! I 0
Kronos Incorporated
297 BilIerica Road
Chelmsford, MA 01824
Phone: (978)250-9800
Spare Product to replace the failed Product. In addition, during the hours of 8:00 a.Tn. to 5:00 p.m. EST, Monday through Friday,
exclusive of Kronos holidays, Customer shall call Kronos Global Support Organization at 1-800-394-4357 to notify them of such
failure. Global Support ""ill provide remote fault isolation and attempt to resolve the problem. Those failures detem1ined by Global
Support to be Product related shall be dispatched to the Depot Repair Center by Global Support. Customer shall be provided with a
Retum Authorization number for the failed Product. Customer shall also specify the address to which the repaired Product should be
shipped, and any special shipping or insurance instructions. Customer shall then retum, at its expense and its risk of loss or damage,
the failed Product, with the required Return Authorization Number to the Kronos Depot, 300 BilIerica Road, Chelmsford,
Massachusetts 01824. Customer shall make every reasonable effort to return the failed Product using the same packing materials in
which the original Product was sent. Customer agrees that it shall reutrn failed Products promptly as the failures occur and that it shall
not hold failed Equipment and send failed Product to Kronos in "batches" which shall result in a longer turnaround time and surcharge
to Customer.
Upon receipt of the failed Product, Kronos shall repair the failed Product and retum it, ""ithin ten (10) business days after receipt, to
Customer. Unless specified othernise by Customer at the time of Customers' call for a Return Authorization Number, Kronos shall
ship the repaired Product by regular surface transportation to the Customer's address specified on the Order Form.
All Products shall be delivered to Customer F.O.B. shipping point, Title to and risk of loss for the Products shall pass to Customer
upon delivery to the carrier by Kronos. All shipments by Kronos shall be made "freight prepaid", ""ith shipping and handling charges
billed to Customer by Kronos. In the absence or prior shipping instructions, Kronos ""ill select the carrier on behalf of Customer, but
shall not assume any liability for shipment.
5.6 Customer's Responsibilities
For both depot exchange or depot repair options, Customer agrees to:
(a) Maintain the Equipment in an environment conforming to Kronos' established specifications for such Equirment;
(b) Deinsta11all failed Equipment and install all replacement Equipment in accordance with Kronos' published installation guidelines;
and
(c) Replacement Equipment may be new or reconditioned. Ensure that the Equipment is retumed to Kronos properly packaged.
5.7 Delivery of Repaired Equipment
All E{juipment repaired by Kronos under this Section 5 shall be delivered to Customer in accordance with the delivery terrp.s
applicable to each repair option as described above.
5.8 Addition of Software or Equipment
Additional Software or Equipment leased by Customer shall be added to this Agreement at the same support option as the Software or
Equipment originally specified on the lease schedule. Customer agrees to pay the charges for such addition and any such addition shall
be automatically renewed as provided in these terms.
5.9 Responsibilities of Customer
Customer agrees (a) to provide Kronos personnel with full, free and safe access to Software for purposes of support, including use of
data communication facilities, if required; (b) to maintain and operate the Sofu'lare in an environment and according to procedures
which conform to Kronos' specifications; and (c) not to allow support of the Software by anyone other than Kronos without prior
written authorization from Kronos.
5.10 RepairWarranty
Kronos warrants that all repairs performed under Section 5 of this Agreement shall be performed in a professional and competent
manner.
ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF FITNESS FOR ANY PARTICULAR
PURPOSE AND MERCHANTABILITY, ARE EXCLUDED BY AGREEMENT OF THE PARTIES.
5.11 Limitation of Remedies
Customer's exclusive remedy, and the sole liability of Kronos for any breach of the Warranty specified in Section 5. I 0 above shall be
repeat performance of any support service required under this Agreement. Kronos agrees to be liable for tangible property damage or
personal injury caused solely by the negligence or willful misconduct of its support service employees.
5.12 Support Tem1 and Renewal
Support service shall commence on the Software Delivery date and shall continue for the tem1 of support coverage set forth on the
Lease Schedule. At the completion of the tem1 of support coverage set forth on the Lease Schedule, support services shall renew for
additional one year terms under the terms and conditions specified in this Section 5 if Customer and Kronos mutually agree in writing
to renew Support service. Such renewal shall be based on the support services fee set forth on the Lease Schedule and shall be for an
amount equal to the pro-rated annual value for such support services, plus a 5% increase for each year of the support coverage period.
5.13 Kronos Support Service Policies
Kronos' then current Support Services Policies shall apply to all Support Services purchased and may be accessed at:
http://www.kronos.comlSupport/SupportServicesPolicies.htm ("Support Policies"). In the event of a conflict between the Support
Policies and this Agreement, the terms of this Agreement shall prevail.
5.14 Professional Services And Educational Services
a). Esiimated Professional Services Resources and Hours
Page: 6 / 10
KTOnos Incorporated
297 Billerica Road
Chelmsford, MA 01824
Phone: (978)250-9800
Customer recognizes and agrees that the Kronos Professional Services resources ("PS Resources") and the hours defined within any
Professional Services Estimate ("PSE") or similar statement of work document that may be provided by Kronos have been estimated
based upon: (i) the preliminary information provided by Customer; and, (ii) Customer fulfilling its obligations as defined in the PSE or
similar statement of work. Additional PS Resources and/or hours may be required to complete the implementation as a result of newly
discovered information, Customer's delay in fulfilling its obligations, or a change in the scope of the project. Kronos .....ill review with
Customer the PS Resources and the number of hours Kronos anticipates \\~II be required for the completion of the work after
assessment of Customer's requirements. Kronos .....ill monitor the PS Resources and hours used as the work progresses, and .....ill advise
Customer through a change order ifmore are required. The applicable rate for each PS Resource is set forth in the PSE and/or the
Order Form and shall remain in effect for 12 months from the effective date of the PSE or similar statement of work document.
Pricing for professional services associated .....ith the implementation of add-<>n Software licensed subsequent to an initial PSE \\~II be
priced at the then-current Kronos professional service rates.
Customer may finance the estimated hours by including the estimated cost of the services to be provided on a Schedule. If more hours
are required to complete the implementation than were estimated, Kronos .....ill invoice Customer for incremental professional services
provided at the PS Resource Rates identified in the PSE and Customer Agrees to pay such charges within 30 days after receipt of
invoice by Kronos.
b). Educational Services; Training Points
Customer agrees to purchase the quantity of Kronos "training points" indicated on the Schedule at the rate quoted (the "Training
Points"). Purchased Training Points may be redeemed for an equivalent value of instructer-led training session offered by Kronos.
Available instructor-led sessions are listed at http://customer.kronos.comand each session has the Training Points value indicated.
Training Points may be redeemed at any time .....ithin 12 months of the date of the applicable Lease Schedule, at which time they shall
expire. Training Points may not be exchanged for other Kronos products and/or services.
c ). Travel Expenses
Customer agrees to reimburse Kronos for all reasonable and necessary travel incurred by Kronos in the performance of any
professional and/or educational services, provided that such expenses comply \\~th the then current Kronos' Travel and Expense
Policies and have been pre-approved by Customer. Customer further agrees to pay any pre-approved travel expenses such as airfare,
lodging, meals and local transportation incurred by Kronos to deliver purchased professional services and/or educational services in
accordance with Kronos' Travel and Expense Policies. Customer will be billed by Kronos for such travel expenses and payment
thereof shall be due net 30.
d). Warranty
Kronos warrants that all professional and educational services performed under this Agreement shall be performed in a professional
and competent manner. In the event that Kronos breaches this warranty, and Customer so notifies Kronos within 90 days of
completion of the Services, the Customer's solerernedy and Kronos' exclusive liability shall be to reperform the deficient services.
e). Kronos Professional/Educational Services Policies
Kronos' then current ProfessionalJEducational Service Policies shall apply to all Professional and/or Educational Services purchased
and may be accessed at: http://www.kronos.com/SupportlProfessionaIServicesEngagementPolicies.htm. ("Professional Services
Policies"). In the event of a conflict between the Professional Services Policies and this Agreement, the terms of this Agreement shall
prevail.
6. E{juipment and Software Media Warranty
Kronos warrants that all Kronos Equipment and Software media shall be free from defects in material and worknlanship for a period
of ninety (90) days from Delivery. In the event of a breach of this warranty, Customer's exclusive remedy shall be Kronos' repair or
replacement of the deficient Equipment and/or Software media, at Kronos' option, provided that Customer's use, installation and
maintenance thereof have conformed to the Specifications. This warranty is extended to Customer only and shall not apply to any
Equipment, (or parts thereof) or Software media in the event of: (1) damage, defects or malfunctions resulting from misuse, accident,
neglect, tampering, (including modification or replacement of any Kronos components on any boards supplied .....ith the Equipment),
unusual physical or electrical stress or causes other than normal and intended use; (2) failure of Customer to provide and maintain a
suitable installation environment, as specified in the Specifications; or (3) malfunctions resulting from the use of badges or supplies
not approved by Kronos.
EXCEPT AS HEREIN EXPRESSLY STATED, THE PRODUCTS ARE PROVIDED "AS IS," AND THERE ARE NO
WARRANTIES, EXPRESS OR IMPLIED, BY OPERATION OF LAW OR OTHERWISE, MADE OR AUTHORIZED TO BE
MADE WITH RESPECT TO ANY PRODUCTS OR SERVICES FURNISHED HEREUNDER. KRONOS DISCLAIMS ANY
IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
If Customer is licensing Workforce Payroll Software, Customer acknowledges and agrees that the following additional warranty
exclusions shall apply: (i) Customer is solely responsible for the content and accuracy of all reports and documents prepared in whole
or in part by using the Software, (ii) using the Software does not release 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 the Software
for any advice or guidance regarding compliance with federal and state laws or the appropriate tax treatment of items reflected on such
reports or documents, and (iv) Customer will review any calculations made by using the Software and satisfy itself that those
calculations are correct.
7. Default by Customer; Remedies Upon Default
7.1 Default by Customer
Customer shall be deemed in default if Customer (a) defaults for ten (10) days in the payment of any amount due hereunder or under
any support agreement .....ith Kronos for Products leased hereunder, (b) defaults for thirty (30) days after notice in the performance of
any other of its obligations under this Agreement or under any support agreement with Kronos for Products leased hereunder, (c) files
Page: 7 i 10
Kronos Incorporated
297 BiIlerica Road
Chelmsford, MA 01824
Phone: (978)250-9800
or has filed against it any proceeding in bankruptcy or similar laws for the relief of debtors, (d) becomes insolvent or unable to pay its
debts when they mature, (e) has any substantial part of Customer's property become subject to any levy, seizure, assignment,
application or sale for or by any creditor or governmental agency, (I) admits in writing its inability to pay its debts as they mature, (g)
permits the Products to become subject to any lien or other encumbrance, (h) except as provided in Section 2.5, attempts to assign its
rights and obligations under this Agreement, which assignment shall be void, or (i) Customer sells or disposes of all or substantially
all of its assets.
7.2 Remedies Upon Default
If Customer is in default, Kronos may, at its option and upon \\Titten notice to Customer, (a) terminate this Agreement, whereupon any
interests of Customer in the Products shall cease, but Customer shall remain liable as hereinafter provided, (b) declare all amounts
due and to become due, immediately due and payable, (c) terminate or suspend support service, and (d) whether or not this Agreement
is terminated, take immediate possession of any or all of the Products wherever situated. In order to protect the interests and
reasonably expected profits and bargains of Kronos, in the event of any such termination, Kronos has the option to (i) retain all Total
Periodic Lease Charges and other sums heretofore paid by Customer, including Advance Lease Fees and Security Deposits, if any, (ii)
re-lease all or any part of the Products upon such terms as Kronos shall elect, or sell aU or any part of the Products at public or private
sale and either for cash or on credit, (iii) recover from Customer any additional Total Periodic Lease Charges which would have
accrued and become due for the balance of the term of this Agreement, and (iv) recover from Customer any and all damages which
Kronos shall sustain by reason of breach by the Customer of any of the terms of this Agreement. In addition, Kronos shall be entitled
to recover a reasonable sum for attorney's fees and such expenses as shall be expended or incurred in the seizure, rental or sale of
the Products, including a late payment charge of one and one half percent (l 1/2%) per month but not in excess of the lawful
maximum on lhe unpaid balance. These remedies are cumulative and in addition to all other rights and remedies available to Kronos
under this Agreement, by operation of law or othern;se. In the event of termination, at Kronos' option, (i) Customer shall deliver the
Products, including all copies of the Software to such location as Kronos shall designate, freight prepaid, or (ii) the local Kronos
service office or its designee shall disconnect, crate and return the Products, including all copies of the Software to Kronos, at
Customer's expense. Products \\;Il be retumed to Kronos in the same condition as when received, reasonable wear and tear excepted.
8. Limitation of Liability
CUSTOMER'S EXCLUSIVE REMEDIES AND KRONOS' SOLE LIABILITY FOR ANY KRONOS BREACH OF THIS
AGREEMENT ARE EXPRESSLY STATED HEREIN. EXCEPT AS PROVIDED IN THIS AGREEMENT, ALL OTHER
WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR
PARTICULAR PUPOSE, ARE EXCLUDED.
EXCEPT FOR KRONOS' INTELLECTUAL PROPERTY INDEMNIFICATION OBLIGATIONS SET FORTH IN SECTON 10.9
BELOW, IN NO EVENT WILL KRONOS' OR ITS PARENTS', SUBSIDIARIES', AFFILIATES' OR THIRD PARTY
LICENSOR'S LIABILITY TO CUSTOMER, HOWSOEVER CAUSED, EXCEED ONE (l) YEAR OF THE TOTAL PERIODIC
LEASE CHARGES FOR THE LEASE OF THE PRODUCTS FROM WHICH THE LIABILITY RESULTED, AND IN NO EVENT
WILL KRONOS OR ITS PARENTS, SUBSIDIARIES, AFFILIATES OR THIRD PARTY LICENSORS BE LIABLE FOR LOST
PROFITS, LOST DATA OR ANY OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THIS
AGREEMENT WHETHER SUCH CLAIM IS BASED ON WARRANTY, CONTRACT, TORT OR THE EXISTENCE,
FURNISHING, FUNCTIONING OR CUSTOMER'S USE OF, OR INABILITY TO SO USE, ANY EQUIPMENT, SOFTIV ARE OR
SERVICES PROVIDED FOR IN THIS AGREEMENT.
9. Notices
AU notices shall be given by fax, overnight courier or by regular U.S. mail or certified or registered mail, postage prepaid and, if
mailed, shall be deemed given three (3) business days after mailing, or ifby other permitted means, upon receipt. For Customer, such
notice shall be sent to the Chief Financial Officer, at the address on the face of this Agreement, unless othern;se specified in writing
by Customer to Kronos. For Kronos, such notice shall be sent to its corporate headquarters, (attention, Leasing Department), as
specified on the applicable Schedule. The parties agree to accept delivery of any notice.
10. General
10.1 Entire Agreement
This Agreement, including the Schedule and any additional Schedules entered into after the date hereof, contains the entire agreen1ent
of the parties with respect to its subject matter and supersedes all existing agreements and all other oral, written or other
communications between them conceming its subject matter. This Agreement shall not be modified in any way except by a writing
signed by both parties.
10.2 1I1egality or Invalidity
If any provision ofthis Agreement (or any portion thereof) shall be held to be invalid, illegal or unenforceable, the validity, legality or
enforceability of the remainder of this Agreement shall not be in any way affected or impaired thereby.
10.3 Assignment
Kronos or any of its assignees may, at any time, assign its title to the Equipment, its license of the Software, and its rights under this
Agreement to the Products andior to lhe Total Periodic Lease Charges and other sums at any time due and to become due, by
Customer, under any of the provisions of this Agreen1ent or may grant a security interest in any or all of the Products. Customer and
Kronos agree that no assignee ofKronos shaJl be obligated to perform any duty, covenant or condition required to be performed by
Kronos under any of the terms hereof, and the rights of any assignee of Kronos in and to the sums payable by the Customer under any
provisions of this Agreement shall not be subject to any abatement whatsoever, and shall not be subject to any defense, setoff,
counterclaim or recoupment whatsoever by reason of any damage to or loss or destruction of the Products, or any part thereof, or by
reason of any other indebtedness or liability of Kronos to the Customer. Any such assignment or security interest by Kronos shall not
diminish the obligations of Kronos otherwise created by this Agreement
Page: 8 i 10
Kronos Incorporated
297 BilIerica Road
Chelmsford, MA 01824
Phone: (978)250-9800
lOA Governing Law
This Agreement shall be governed by the laws of the State of Florida.
10.5 Limitation of Actions
No action, regardless of form, may be brought by either party more than two (2) years after the cause of action has arisen.
10.6 No Waiver
No failure to exercise, or no delay in exercising, on the part of either party, any right, power or privilege hereunder will operate as a
waiver thereof, nor will any single or partial exercise of any right, power or privilege hereunder preclude further exercise of the same
right or the exercise of any other right hereunder.
10.7 Supplemental Documents
Customer agrees that any time. and from time to time, upon request of Kronos, after the execution and delivery of this Agreement, it
shall execute and deliver such further documents and do such further acts and things as Kronos may reasonably request in order to
fully effect the purposes of this Agreement.
Kronos may execute and file Uniform Commercial Code financing, amendment, continuation or termination statements for and on
behalf of Customer for the purpose of indicating Kronos' interest in the Collateral, as defined in Section 10.10 below.
10.8 Force Majeure
Neither party shall be liable for failures or delays in performance due to causes beyond its reasonable control, including war, strikes,
lockouts, fire, flood, storm or other acts of God. Both parties agree to use their best efforts to minimize the effects of such failures or
delays.
10.9 Indemnities
If Kronos assigns this Lease to a financial institution, in accordance with the provisions of Section 10.3, Customer will hold such
financial institution harmless from any costs, expenses, damages, fines, settlements, claims or liability arising out of or relating to this
Agreement or the Products, but excluding those adjudged to have arisen solely from the negligence or willful misconduct of Kronos or
its assignee. Customer's obligations under this Section shall commence upon the execution of this Agreement and shall survive the
tem1ination of this Agreement.
Kronos agrees to defend and indemnify Customer and to hold it harmless from and against any and all claims, costs, fees and expenses
(including reasonable legal fees) relating to actual or alleged infringement of U.S. recognized copyrights, patents and other intellectual
property rights asserted against Customer by virtue of Customer's use of the Software as delivered and maintained by Kronos,
provided that Kronos is given prompt vl,'ritten notice of any such claim and has sole control over the investigation, preparation, defense
and settlement of such claim, and further provided that Customer reasonably cooperates with Kronos in connection with the foregoing
and provides Kronos with all information in Customer's possession related to such claim and further assistance as reasonably
requested by Kronos. Kronos \.ill 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 Kronos.
Should any or all of the Software as delivered and maintained by Kronos become, or in Kronos' reasonable opinion be likely to
become, the subject of any such claim, Kronos may at its option procure for Customer the right to continue to use the affected
Software as contemplated hereunder, or may replace or modify the affected Software to make its use non-infringing, or should such
options not be available at reasonable expense, then Kronos may terminate the applicable Lease Schedule with respect to the affected
Software upon thirty (30) days prior written notice to Customer. In such event of tem1ination, Customer shall be entitled to a pro-rata
refund of all Lease pa}ments made to Kronos for the affected Software, which refund shall be calculated using a five year straight-line
depreciation of the Software commencing \.ith the date ofthe applicable Lease Schedule.
10.10 Security Interest
Customer herby grants to Kronos, its successors and its assigns a security interest 111 the Equipment, the license to use the Softwllre
and Advance Lease Fees ("Colateral"). Such Security Interest shall include replacement Equipment, upgrades and Updates.
1 0.11 Financial Statements
Upon request, Customer agrees to provide to Kronos copies of its annual and, if available, interim financial statements.
10.12 Confidentiallnformation
Confidential Information means any information of one party that is clearly marked as "confidential" and that is disclosed to the other
party pursuant to this Agreement. Additionally, the terms, conditions and pricing contained in this Agreement and the Lease
Schedule(s), the Software (and Softwllre documentation), and the Specifications shall be deemed to be Kronos' Confidential
Information.
Subject to the requirements of the Florida Public Records Law, Section 119.07(1), Florida Statutes, as amended from time to time,
each party shall protect the Confidential Information of the other party with at least the same degree of care and confidentiality, but
not less than a reasonable standard of care, which such party utilizes for its own information of similar character that it does not wish
disclosed to the public. Neither party shall disclose to third parties (except the parent company or the wholly owned subsidiaries of
the disclosing 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 wTitten consent of the other party. The obligation of confidentiality shall survive for three (3) years after
the disclosure of such Coofidential Information.
This Agreement imposes no obligation upon either party with respect to the other party's Confidential Information which the receiving
party can establish by legally sufficient evidence: (a) was rightfully possessed by the receiving party without an obligation to maintain
its confidentiality prior to receipt from the disclosing party, (b) is generally known to the public without violation of this Agreement;
Kronos Incorporated
297 Billerica Road
Chelmsford, MA 01824
Phone: (978)250-9800
Page: 9/10
(c) is obtained by the receiving party in good faith from a third party having the right to disclose it without an obligation with respect
to confidentiality; (d) is independently developed by the receiving party without use 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 disclosing party of such requirement prior to disclosure, and provided further that the receiving party
makes diligent efforts to limIt disclosure. Customer agrees that Kronos may use Customer's name as part of
Kronos' published customer lists.
10.13 Restricted Rights
Use, duplication, or disclosure by the Government is subject to restrictions as set forth in subparagraph (c) (I) (ii) of the Rights in
Technical Data and Computer Software clause at DFARS 252.227-7013 for Department of Defense contracts and as set forth in FAR
52.227-14 for civilian agency contracts. Manufacturer is Kronos Incorporated, 297 Billerica Road, Chelmsford, MA 01824. Kronos
reserves all rights under the copyright laws of the United States.
10.14 Export
Customer understands that any export if the Equipment of Software may require an export license and Customer assumes full
responsibility for obtaining such license. Customer must obtain Kronos' prior wntten consent before exporting the Software.
10.15 Headings
The headings and captions in this Agreement are for convenience of reference only and do not define or limit in any way the scope or
intent of the provisions of this Agreement.
CUSTOMER HAS READ THIS AGREEMENT, UNDERSTANDS IT, AND AGREES TO BE BOUND BY ITS TERMS AND
CONDITIONS. NEITHER PARTY SHALL BE BOUND BY ANY STATEMENT OR REPRESENTA nON NOT CONTAINED
IN THIS AGREEMENT.
Customer and Kronos have accepted this Agreem(,'nt on the dates below:
KRONOS INCORPORATED:
.:Z~ &-
By: ::7
(sigllature)
(To be signed by Kronos corporate headquarters only)
Name:
(please print)
Title:
'1 l"'/~r
Date:
ATTEST:
1n.~
City Clerk
CfIY OF ':"i~N BEACH, FLORIDA
BY~
Kurt Bressner, City Manager
ved as to Form and
Legal Sufficiency:
BY~oo-ct L~h, \~
City Attomey -
STATE OF FLORIDA
COUNTY OF PALM BEACH
1 HEREBY ~TTFY that on this day before me, an officer duly qualified to take acknowledgements, personally
appeared~ressner ,as City Manager of the City of Boynton Beach, who is personally known to be the person
described in, or who produced as identification, and who executed the foregoing and
acknowledged before me that (s)hc executed the same.
WITNESS mv hand and seal in the County and.-stiUi aforesaid QIJ thIS 'j,(., '1:'1 day of s.,-.:p ,-f/if 15 tEe., 2005.
NOTARY PUBLic.spJE OF FLORIDA /' r.~ WI: .-:-V
~ Ju~~ A. Pyle ~/li/~/ {_ (~ /~.C' .... _
Co~sslOn # D0421091 TARY PUBLIC .
My . lrnElijJJlf~ APR. 21, 2009 ,
Bonded Thru Atlantic: Bondina Co., Ine.
Page: I 0 / 10
Kronos Incorporated
297 Billerica Road
Chelmsford, :\-fA 01824
Phone: (978)250-9800
ADDENDUM TO LEASE SCHEDULE # 7& Y c 6/
BETWEEN
KRONOS INCORPORATED
AS "KRONOS"
AND
LJ.- 'st O..t p.., L-\ vt..b t/\ Bfa. i L
A "CUSTOMER';:)
DATED
q /30/05'"
This addendum shall become a part of the above-referenced Lease Schedule ("Schedule") IF, AND
ONLY If, there is an EXPLICIT REFERENCE to this Addendum on the face of the Schedule.
If funds are not appropriated for any succeeding fiscal year, subsequent to the one in which the Schedule was
entered into, which are sufficient to satisfy any or all of Customer's obligations under the Schedule during said fiscal
period, and if all the conditions listed below are met, then Customer shall return the Products pursuant to Section 1.3 of
the Kronos Incorporated Master Lease Agreement ("Agreement"), and the Schedule will be terminated in accordance
with the provisions herein.
1. Customer has exhausted all funds available for all payments due under the Schedule, and
2. The financial or administrative officer for Customer properly and in a timely manner requested
sufficient funds to satisfy the obligations due under the Schedule and diligently pursued and
exercised all reasonable efforts to obtain such funds from the governing body which controls
such appropriations, and
3. Customer has paid all such amounts due during the fiscal period(s) preceding the fiscal period
for which sufficient funds were not appropriated, and
4. Kronos has received, within thirty (30) days of the adoption of the final budget for the fiscal
year in question, a written opinion of Customer's counsel, or other written evidence
satisfactory to Kronos verifying that funds were not appropriated and the occurrence of the
events set forth above.
No termination of the Schedule shall occur without written notification from Kronos to Customer. If the
Schedule is terminated in accordance with this Addendum, Customer shall not (1) purchase. lease or rent equipment
performing functions similar to those performed by the Products, or (2) obtain services similar to those performed by
the Products from any agency, service bureau or entity hired by Customer during the fiscal period for which sufficient
funds were not appropriated. This provision survives any termination of the Schedule.
By execution hereof, Customer represents, covenants, and warrants that (1) it is a fully constituted political
entity, subdivision, or agency of or within a state in which the Products are located and is authorized by the
constitution and laws of such state to enter into the transactions contemplated by the Agreement and Schedule and to
carry out its obligations hereunder, and (2) it has complied with any and all applicable bidding requirements, and (3) it
has made sufficient appropriations or has other funds available to pay all amounts due under the Schedule for the
current fiscal year, and (4) it will make bona fide best efforts to include in its annual or biennial budgets amounts
sufficient to pay all sums due during each fiscal period.
The foregoing is approved and agreed to as an Addendum to and part of the Lease Schedule #'7 <.:, q oDI.
KRONOSINCORPORATED
z,~~
Sigrra-ture
By:
'7/3* '" or
C1JS:MERM
y- ~--
Signature
Title:
Title:
C;~r-~-
~\F(tql~llO'S
attY ATTORNEY
Kronos Lease Schedule
to Master Lease Agreement
# '7&10
.~, KRONOS@
~~
:ronos Incorporated
97 Billerica Road
:helmsford, MA 01824
'elephone: 1-978-250-9800
Quote#: 16554 - 1
Date: 06-SEP-2005
Page: 1 / 11
Customer PO Number
Bill To Attn: JOHN JORDAN
CITY OF BOYNTON BEACH
100 EAST BOYNTON BEACH BLVD
BOYNTON BEACH
FL 33425
United States
FOB Shipping Point
Ship Method
Sales Representative Kauss, Zachary A
Order Type Standard US
Ship To Attn: JOHN JORDAN
CITY OF BOYNTON BEACH
100 EAST BOYNTON BEACH BLVD
BOYNTON BEACH
FL 33425
United States
License Contact John Jordan
License Email JordanJ@ci.boynton-beach.fl.us
Kronos Leasing
Lease Term: _48__ Months
# of Payments: _48
Total Periodic Lease Charges: $ 2,320
Advance Payment: _$ 4,640.00
Security Deposit: _0_
Purchase Option: $1.00
Lease Billing Period: Monthly
to be applied to the first and last payment.
Lease Commencement Date (60 days after shipment) _12/01/05
This Lease Schedule is hereby amended by the Addendum to Lease Schedule
Lease Schedule #~ 70 0 I
Line Product
Product Description
Units Qty
Unit Price
Selling (USD)
Total Price
Selling (USD)
License Capacity/
Billing Role
1.0
MOMENTUM MID-MARKET HRMS
9990003-MID
2.0
MOMENTUM MID-MARKET HRMS
9990003-MID
3.0
TRAINPTSHRMS TRAINING POINTS HR PAYROLL
4.1
WF CONNECT v5,UNLlM,EMPLOYEE
8800065-000
4.1. I SILVER-OTHER Silver Support Service
Duration: I YR
4.2
WF CONNECT vS,UNLIM,IIF
8800066-000
4.2.1 SILVER-OTHER Silver Support Service
Duration: I YR
4.4
SW KIT,WF CONNECT v5.0
8700435-001
5.1
WF ADMlNISTRATOR HRlPR v5
8602381-000
5.1.1 SILVER-HRMS
Silver Support Service
Duration: I YR
5.2
WORKFORCE HR vS
8602379-000
5.2.1 SILVER-HRMS
Silver Support Service
Duration: 1 YR
5.3
WF EMPLOYEE HRlPR vS
8602382-000
5.3.1 SILVER-HRMS
Silver Support Service
Duration: I YR
HR
150
25,500.00
Application Consultant
170.00
HR
92
15,640.00
Project Manager
170.00
PTS 5000
1.00
5,000.00
EA
CON
900
1,099.00
1,099.00
450.00
450.00
EA
0.00
0.00
0.00
0.00
CON
EA
0.00
0.00
EA
20
1,000.00
1,000.00
CON
800.00
800.00
EA
CON
900
22,420.00
4,500.00
22,420.00
4,500.00
EA
900
8,000.00
8,000.00
CON
1,200.00
1,200.00
~rollos Incorporated
97 BiIlerica Road
:helmsford, MA 01824
'elephone: 1..978-250-9800
Kronos Lease Schedule
to Master Lease Agreement
# '7~9D
Quote#: 16554 - 1
Date: 06-SEP-2005
Page: 2 / 11
~~ 'KRONOS@
~
Line Product
Product Description
Units Qty
License Capacity/
Billing Role
Unit Price
Selling (USD)
Total Price
Selling (USD)
----
8602383-000 WF MANAGER HRlPR vS
5.4
EA
80
9,000.00
9,000.00
Silver Support Service
CON
1,350.00
1,350.00
5.4.1 SILVER-HRMS
Duration: I YR
__ ______."._ _ __________.___, ________m._________
0.00 0.00
5.7 8700443-001
SW KlT,WF HRlPR vS.O EA
5.5 8601963-002
MS SQL SRVR STD2000,2 PROC LlC
EA
3,516.00
3,516.00
5.5.1 SILVER-SQLSERV Silver Support Service
Duration: I YR
CON
525.00
525.00
Total Amount Financed
100,000.00
Article 2.2 of Master Lease # 7 (" 1 0 is hereby superseded by the following terms: "Title to all Equipment listed on this schedule shall pass
to Customer upon shipment, subject to the retention of a security interest as set forth in Article 10.10 and subject to Kronos' right of
repossession as set f~7 (; trticle 7." Customer agrees that this Lease Schedule is deemed part of and incorporated by reference into Master
Lease Agreement # D
S~::F~O~RESSNER
Name. __._ __-~-~~-_-
CITY MANAGER
Title:---------------BUYNTUNl3 EAC H, Fl
Effective Date:___
Kronos Incorporated
Signature: ;Z~_~>'/J"/c~
Name: ____~ ...._______.
Title:__
~k\oS
aTY "TIORNEY
CITY CLERK'S OFFICE
MEMORANDUM
TO:
Sharyn Goebelt
Human Resources Director
FROM:
Janet M. Prainito
City Clerk
DATE:
September 26, 2005
RE:
R05-158 - KRONOS INCORPORATED MASTER LEASE AGREEMENT
Attached is the original agreement described above that was approved by the City
Commission on September 20, 2005. Once the document has been fully executed,
please return a copy to this office for our Central File.
Thank you.
C!r 1n. p~~
S:\CC\WP\AFTER COMMISSION\Departmental Transmittals\2005\Sharyn Goebelt - Krooos Master Agreement.doc
s:\cc\wp\after commission\departmental transmittals\2005\sharyn goebelt - kronos master agreement.doc