HomeMy WebLinkAboutHR14-027 - Other - Addendum #2 - Halogen Software - eAppraisal 3 Year Subscription - 12/29/2015 Records M , .
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CONTRACT COVER SHEET
This is to be completed by the Contract Manager prior to submission
to City Clerks Office. All portions are to be completed.
Fiff you have questions, please contact City Clerk Office.
Vendor Name. SyR-v Grr-E.
Vendor Number:
JD Edwards Number
Contract Number. H 2.IY -02-1 - 002-
This is assigned by City Clerk's Office
project Name. Wwc w'r I i Li b1y, 4 S(iVA)iu ft(UVctryitelat &V' "04G �
Description. ❑ Interlocal Agreement ❑ Change Order ❑ Amendment ❑ Contract
Other: ictndUw)
Contract Effective Mateo Termination Date.
Contract, Renewal Notice (Days).
Number of days required notice for termination or renewal or amendment
Contract Manager, (. N! I l-, Department. }j�
Contract Amount.
Approval Authority. ❑ Department Director ❑Mayor ❑City Council
Detail. (i.e. address, location, parcel number, talc id, etc.).
adccW10877 8 14
RECEIVED
REQUEST FOR MAYOR'S SIGNATURE DEC 2 3 2015
® Print on Cherry-Colored Paper
-�' Human Resources
w","""`"" Routing Information: City of bent
(ALL REQUESTS MUST FIRST BE ROUTED THROUGH THE LAW DEPARTMENT)
Approved by O/rector_
Originator: Chris Hills Phone (Originator): 5285
Date Sent: 12/22/15 Date Required: ASAP
Return Signed Document to: Chris HIIIS Contract Termination Date: 2/3/2017
VENDOR NAME: Date Finance Notified: 9 /��/� �
(Only required on contracts 1
Halogen Software $20,000 and over or on any Grant
DATE OF COUNCIL APPROVAL: N/A Date Risk Manager Notified: 12/1/15
Re uired on Non-CityStandard Contracts A reements
Has this Document been Specificall Account Number: Multiple Department Budgets IT/HR
e
Authorized in the Budget? YES NO
Brief Explanation of Document:
Addendum #2 to the Software License and Services Agreement for Halogen Software.
Performance management/learning management system.
f- F ,> f
bp rk r t r-
All Contracts:A9ust•Be Routed;Through The Law Department
(This area to be completed by the Law Department) z
Received:
Approval of Law Dept.:
Law Dept. Comments: E
Date Forwarded to Mayor: I
Shaded Areas To Be Completed By Administration Staff
RECEIVED
Receivetl:
Recommendations and Comments: i }
j , r
Disposition: G
CITY OF KENTI CLERK
DateRetlime r (�nLt t {l(� f7<CtJtCC( `i�W` „
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`1 H AIL•O G E N°
SOFTWARE
StrateglcTsIent 10anagemonI
Contract No. 04-2016-374
ADDENDUM#2
to the Software License and Services Agreement
dated February 3,2014(#01.2014.038) ("Agreement")
between
Halogen Software Inc.("Halogen")
and
City of Kant("Customer")
WHEREAS Halogen and Customer wish to amend the terms and conditions contained within the Agreement as set
forth below("Addendum');
NOW THEREFORE in consideration of the mutual covenants and promises contained herein and other good and
valuable consideration,the receipt and sufficiency of which are hereby acknowledged,the parties agree as follows:
1, The effective date of this Addendum shall be the date It has been signed by both parties,
2. Subject to the terms and conditions contained within this Addendum, the terms and conditions of the
Agreement shall continue In full force and effect.Where reference is made In this Addendum to a schedule or
section number, It shall refer to a schedule or section number In the Agreement, unless otherwise slated.
Unless otherwise defined In this Addendum, all capitalized words utilized In this Addendum shall have the
same meaning as defined In the Agreement.
3. The parties agree to amend the Agreement to provide for a Temporary Hosted Site license and related
services commencing on February 3.2016 as described In Exhblt 2 attached.
4. The parties further agree to amend the Agreement as follows:
a) The following description is added to Appendix A of the Agreement:
Single Sion-on(SSO) Connectivity Option
The Single Sign-on Connectivity Option Is available in a number of standard versions. Following execution
of the Agreement, Halogen Customer Support will contact the Customer's designated IT contact to review
installation and environment configuration requirements. Customer and Halogen will mutually determine
and agree in writing during the Software implementation process which version of SSO best suits
Customer's requirements and deployment method. Once the Customer environment is In place, Halogen
will assist Customer with Its SSO installation and conflguration in respect of a single designated site via a
web-based session, Customer Is responsible for all configuration elements related to its internal
environment, including without Ilmllallon, wee portal development & management, the purchase and
Installation of encryption certiflcates, domain controller setup & management, and/or user directory
configuration.
Halogen LearningTM
Halogen LeamingiTM Is an optional add-on module to Halogen Performance"''. The number of units bf this
add-on module must be at least equal to the number of units of Halogen Performance""' licensed by
Customer. Halogen Learning"rM is licensed in units of"Enrollment Licenses". An Enrollment License allows
an employee or contractor of Customer to either self-enroll or Pe enrolled by their manager or HR System
Administrator In one or more learning activities during a given calendar.year. A single individual will only
consume a single Enrollment License during such calendar year period regardless of the number of
learning activities in which that single Individual Is enrolled. For purposes of clarity, an Enrollment License
City of Kent-Addendum 2-042015-374-aabba Created on 12212015 Page I of I I
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used by Customer to enroll an employee who subsequently leaves their employ cannot be used to enroll
another employee within the same calendar year,
SCORM for LearningTm
Halogen LearningTM Includes SCORM functionality. This functionality allows for SCORM conferment
courseware to be imported Into the courseware library and delivered to the end-user in a special "player"
that tracks progress and reports completion to LearningTv. Learners launching AICC HASP, SCORIA 1.2
and SCORM 2004 (all editions) conferment learning activities can'bookmark their location in a course;
progress and completion is automatically updated in their development plan.Without this functionality, any
courseware launched will not be capable of bookmarking or passing back test results.
e14 Course Object-Block of Individual Courses
ej4 Course Object- Block of Individual Courses is a course object that entitles Customer to select, access
and use specific online computer based training materials in support of a block of 25 courses developed
and owned by ej4, LLC, and sublicensed by Halogen to its Halogen Learning7m licensees on an annual
basis
5, The Agreement Is amended to include the following additional licenses and services at the fees and for the
term set out below:
i
Phase 1 -ANNUALSOFTWARE LICENSE SUBSCRIPTION&PROFESSIONAL SERVICES FEE-commencing on December 31,2015 j
Description License Term No.of Licenses Annual Subscription Fee
EXCLUSIVE OF TAXES
Halogen LearningTM (Includes SCORM)and Year 1:Commencing on 200 Year 1:US$4,802.00'
Single Sign-on(SSO)Connectivity modules December 31,2016 and Year 2:US$4,802,00
(inclusive of M&S Fees and on-demand expiring on February 2,2016`
Hosting Services Fees) Year 2:Twelve(12)months
commencing February 3,2016
and expiring on February 2,
2017
Lominger Leadership Archltect(D As above 200 Year 1:US$782,600
Competency Library for use Wth Halogen Year 2:US$782.60
Learnln TM Inclusive of M&S Fees
ej4 Course Object - Block of Individual As above 200 YearI:US$5,900.001
Courses Year 2:US$6,900.00
Annual Professional Services-Continuous As above NIA Year 1:US$1,744.00- j
Advancement - Level 2 - Halogen Year 2:US$1,744.00
Learnln TM I _-_
"Customer will be Invoiced for a prorated amount of the Year 1 Annual Fee,calculated from December 31,2015 to one
day prior to the applicable anniversary of Customer's license term.
Phase 1-ONE-TIME PROFESSIONAL SERVICES FEE-Commencing on December 31,2015
Ona-Time Professional Service Description =OnxeTlulmne Feeionai
Fee
F Wes
Initial Launch-Level 2-Halogen Learningao Year 1:US$4,660.0
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Phase 2-ANNUAL SOFTWARE LICENSE SUBSCRIPTION&PROFESSIONAL SERVICES FEE-Commencing on March 31,2016
Description License Term No,of Licenses Annual Subscription Fee
EXCLUSIVE OF TAXES
Halogen Learning r"(includes SCORM)and Year 1:Commencing on March Add 200 for a total of 400 Year 1:US$4,802.00'
Single Sign-on (SSO) Connectivity 31,2016 and expiring on
modules, (Inclusive of M&S Fees and on- February 2,2017`
demand Hostin Services Fees
Lominger Leadership Archllecl® As above Add 200 for a total of 400 Year 1:US$782.60"
Competency Library for use WithHalogen.
Learnin 'a Inclusive of M&S Fees
ej4 Course Object • Block of Individual As above Add 200 for a total of 400 Year i:US$5,900.00'
Courses
'Customer will be invoiced for a prorated amount of the Year 1 Annual Fee, calculated from March 31,2016 to one day
prior to the applicable anniversary of Customer's license term.
Phase 3-ANNUAL SOFTWARE LICENSE SUBSCRIPTION&PROFESSIONAL SERVICES FEE-Commencing on Juno 30,2016
Description License Term No.of Licenses Annual Subscription Fee
EXCLUSIVE OF TAXES
Halogen Leamingr"(includes SCORM)and Year 1:Commencing an June Add 200 for a total of 600 Year 1:US$4,802.00'
Single Slgn-on (SSO) Connectivity 30,2016 and expiring on
modules, (Inclusive of M&S Fees and on- February 2,2017'
demand Hosting Services Fees)
Lominger Leadership Archllecl® As above Add 200 for a total of 600 Year 1:US$782.60`
Competency Library for use With Halogen
Learning'- Inclusive of M&S Fees
e14 Course Object - Block of Individual As above Add 200 for a total of 600 Year 1:US$5,900.0W
Courses
'Customer will be invoiced for a prorated amount of the Year 1 Annual Fee, calculated from June 30,2016 to one day
prior to the applicable anniversary of Customer's license term,
For clarity, the annual Fees set out above are cumulative based on the commencement date of each of the phases
purchased and are in addition to the Fees payable for the previously purchased phases, For example, the annual
Fees payable In Phase 2 are in addition to the annual Fees payable In Phase 1. Upon expiry of the Initial term of the
Agreement, the Agreement and all Software, Documentation and/or Services purchased over the course of the initial
subscription term will renew In accordance with Schedule A, Sect/W(a)of the Agreement
6. The definition of Professional Services is hereby amended to mean the services provided by Halogen
pursuant to the Agreement and Exhibit 1 of this Addendum, as well as any services that Halogen may provide
pursuant to a Services Agreement.
7, Customer acknowledges that following expiration of the license term above, the additional Licenses shall
renew In accordance with the terms of the Agreement. Halogen reserves the right to increase the Annual
Software License Subscription Fee as set out in this Addendum upon renewal upon not less than thirty (30)
days notice,
8. Additional Annual Software License Subscription Fees and/or Annual professional Services Fees applicable to
any additional licenses purchased by Customer during the term, will be calculated In accordance with
Halogen's then-current price list(prorated to the end of the remaining annual subscription period).
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9. Customer agrees to the following payment terms with respect to the above-mentioned licenses and services:
(a) Annual Software License Subscription Fee. The Annual Software License Subscription Fee is comprised of
the License, M&S, and Hosting Services Fees (if purchased). The Year 1 Annual Software License
Subscription Fee for the Initial licenses granted under this Addendum is due in accordance with the
following schedule; (1) Phase 1 -due on or before December 31, 2015, (11) Phase 2—due on or before
March 31, 2016 and (fill Phase 3 — due on or before June 30, 2016, Subsequent years' Annual
Software License Subscription Fees are due and payable on the anniversary of the Effective Date .
(b) Annual Professional Services Fee. The Year 1 Annual Professional Services Fee under this Addendum Is
due and payable on or before December 31, 2015; subsequent years'Annual Professional Services Fees
are due and payable on the anniversary of the Effective Date.
(c) One-Time Professional Services Fee. The One-Time Professional Services Fee as specified herein, and
as further described In Exhibit 1,is due and payable on or before December 31,2015. Fees for additional
Professional Services are payable in accordance with the schedule set out in the applicable Services
Agreement.
10. The parties agree that the purchase of additional subscription licenses under this Addendum brings
Customer's total to:
As of December 31,2016
600 Halogen PerformanceT"' Public Sector and Halogen®HRIS ConnectTm modules
200 Halogen LearningTm and Single Sign-on (S.SO) Connectivity modules
Lominger Leadership Architect®Competency Library for use with 600 Halogen Performance7m and
200 Halogen Learnl.ngM
. ej4 Course Object - Block of Individual courses for use with 200 of the Halogen LearningTm
subscription licenses lisfed above
As of March 31,2016:
. 600 Halogen PerformanceT" Public Sector and Halogen0 HRIS ConnectM
. 400 Halogen LearningM and Single Sign-on (SSO)Connectivity modules
. Lominger Leadership Architect®Competency Library for use with 600 Halogen Perrormancelm and
400 Halogen LearningTM'
. ej4 Course Object - Black of Individual Courses for use with 400 of the Halogen Learning7m
subscription licenses listed above
As of June 30,2016:
600 Halogen Performancelm Public Sector, Halogen Learning1m,Single Sign-on (SSC) Connectivity
and Halogen®HRIS ConnectTM modules
Lominger Leadership Architect®Competency Library for use with 600 Halogen Performance""' and
Halogen Learning7m
ej4 Course Object-Block of Individual Courses for use with 600 of the Halogen LearningTm
subscription licenses listed above
11. This Addendum shall be interpreted as part of and in the manner set out in the Agreement, This Addendum shall
supersede all previous representations and discussions, either oral or written, relating to Its subject matter, and
may not be modified except by a written document signed by both parties.
12. Unless otherwise specified herein,the Fees set out above are due and payable In accordance with the Agreement;
Halogen's invoice shall be rendered following Halogen's receipt of an executed copy of this Addendum. Customer
hereby agrees that either
(I) It has generated a purchase order ("PO")# to cover the total of the Fees
and expenses specified In this Addendum; the PO document should be faxed to 613-287.0370 or
smelled to ar@halogensoftware,com to ensure proper reference on invoices for the products and
services purchased from Halogen; OR I
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(III NO PO IS REQUIRED to authorize payment in full to Halogen of the Fees and expenses specified
herein.
13. The pricing and terms represented in this Addendum will be honored by Halogen until December 31, 2016.
A complete, executed copy must be returned by Customer, by Fax to 775.640-9544 or by email to
contracts@halogensoftware.com,prior to commencement of the work.
IN WITNESS WHEREOF the parties hereto have executed this Addendum.
Halogenn�SS are Inc. C' f-F4etit>
Signature: Signature:
Name: Name• TT�
ston
Title: Corporate Title:
Date: (r!>2?1�21V ,�� ��/� Date:
Email:
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EXHIBIT 1
CERTAIN TO SUCCEED SERVICES
Customer acknowledges and agrees that Its use of the Software licensed pursuant to this Addendum,and specifically Its entitlement
to receive M&S Services in relation thereto, requires payment of both a One-Time Professional Services Fee and an Annual
Professional Services Fee. The specific Professional Services Included In the Implementation Services Package selected by
Customer are as follows:
1. CERTAIN TO SUCCEED SERVICES:INITIAL LAUNCH AND CONTINUOUS ADVANCEMENT—LEVEL 2
Halogen offers the following Certain to Succeed Services: Initial Launch and Continuous Advancement for Halogen LearningTM
module:
(a) Initial Launch—Level 2—One-Time Professional Services for installation,consulting and training:
i. A Halogen Implementation Consultant will be assigned to work wlih Customer remotely to ensure proper
Implementation of the Halogen products)licensed and to assist Customer In the launch of their project. Deliverables
Include:
• Use of the formal Halogen implementation methodology Including the Halogen Implementation Workbook
• Halogen project tracking
• Weekly status updates
• 1 electronic copy of custom Halogen Configuration Summary Report
• Performance of the following configuration tasks by Halogen's Professional Servlces team;
Halogen LearningT" Level 2 component Includes:
• up to 8 sessions(20 hours In total Inclusive of configuration and project planning)with a Halogen
Implementation Consultant
• integrate Halogen LearningTM content Into up to 2 pre-existing Halogen PerformanceT".processes
and up to 3 pre-existing Halogen PerformaneaTM form templates
configure up to 16learning objects
• configure up to 2 approval policies
II. In respect of certain of its Software modules, Halogen provides standard Software training to a maximum of 5 attendees
per class Including trainees and observers, on-site at Customer's premises, at Halogen's Training Center In Ottawa,
Canada, or delivered online.
• Halogen LearningT"'module:0.5 day of Administrator training
If Customer allows more than 5 attendees per class as limited above, Halogen reserves the right to Invoice Customer per
additional attendee at Its then-current rate.
Halogen provides applicable Administrator Reference Manual(s), End User Guide(s), and tutorials In electronic format for
the Software product(s)licensed and implemented.
(b) Continuous Advancement—Level 2-Annual Professional Services(consulting and training) for administrators, managers
and employees. Halogen provides training and phased consulting services during each year of the Tern.These services
evaluate,analyze and report on processes,assist the Customer to launch the next process(es)and include annual access
to 24x7 on demand training content for administrators,managers and employees(as defined below).
• Halogen LearningT"u Continuous Advancement Level 2 component Includes up to 4 hours in total each year with a
Halogen Implementation Consultant to perform the fallowing:
o Metrics Review and Analysis—up to 2 hours of consulting to evaluate, review reports and create an action
plan
o Process Optimization—up to 2 hours of consulting to Implement relevant items from action plan outlined In
the Metrics Review and Analysis service and assist Customer in updating/adding learning objects and
approval policies created as part of Customer's Initial Implementation
o Unlimited access to Halogen LearningT^' administrator training content for up to 3 Halogen administrators
o Unlimited access to Halogen LearningT"' Essential Training program for Managers and Employees for up to
1,000 employees
2. TRAINING MATERIALS©RIGHT
Training materials are available only for the current standard release of the Software products)licensed by Customer,and are only
available where Customer has paid the applicable Annual Professional Services Fee. Customer acknowledges that any reference
materials provided by Halogen to Customer in electronic or hard copy format in connection with training and/or consulting services
are the copyright of Halogen and are to be used by Customer for its internal use only.Unless otherwise directed by Halogen, these
materials are not to be reproduced, copied or distributed by Customer In any form other than as required to train Customer's
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employees. Videotaping or other electronic andlor audiovisual recording of a training or consulting session conducted by a
representative of Halogen Is strictly prohibited.
s. CHANGE REQUESTS
Either party may, from time to time, wish to make changes to the Professional Services or deliverables as set out in a Services
Agreement or Addendum("Change Requests'), Halogen and Customer will negotiate In good faith any changes to costs,scope or
delivery schedules arising from any requested Change Request. Halogen will provide Customer with a quote for the mutually
acceptable changes In the scope or timing of the Professional Services, and Customer shall Indicate its acceptance of the quote In
writing, No oral agreement between persons Involved in the project will be binding on either Halogen or Customer. Unless and until
a proposed Change Request has been approved by the parties In writing,each party shall,continue to perform its obligations under
the Services Agreement or Addendum as applicable as If the change had never been proposed. -
4. PROFESSIONAL SERVICES EXPENSES
Halogen Invoices expenses monthly,in arrears, as incurred. In connection with Professional Services performed at Customer's site,
If any, Customer is responsible for actual travel and living expenses incurred by the Halogen trainer andlor consultant. These
expenses will be invoiced by Halogen upon the completion of such on-site services, including without limitation,expenses relating to
air and land transportation,hotel accommodation,and meal per dlems and incidentals(maximum US$80.00/diem local currency). If
transportation and/or hotel accommodation ere arranged by Customer on behalf of Halogen, such arrangements will be subject to
Halogen's written pre-approval. All travel and living expenses billed by Halogen In accordance with Its Travel&Expense Guidelines
are due upon receipt of invoice. j
If travel time Is outside of the assigned Halogen training consultant's continent of residence, Customer shall also pay to Halogen a
flat fee of US$1,800/Halogen representative per on-site visit. Halogen recognizes the following continents: North America, South
America, Europe (including British Isles), Asia, Africa, Australia and Antarctica. For clarity, travel to Hawaii, Alaska, Puerto Rico
andlor Mexico from North America will require payment of the foregoing fee,
In connection with Professional Services performed at Customer's site, if any, Customer Is generally responsible for the
reimbursement of travel and living expenses incurred by Halogen due to flight cancellations or missed travel connections which are
not caused by the actions of Halogen or its employees/agents.
Customer shall have the following alternatives with respect to teleconferencing: (1) If Customer is located within Global Crossing's
North American IFN toll-free calling area Customer will have the option to use°GoToMeeting"(Web)andlor an IFN toll-free number;
(11)if Customer Is International and located within Global Crossing's current UIFN toll-free calling area Customer will have the option
to use "GoToMeeting" (Web) and/or a UIFN toll-free number; and (III) If Customer is International and located outside of Global
Crossing's current UIFN toll-free calling area Customer will be asked to either call Halogen directly or provide their loll-free number
for Halogen's use.
S. SCHEDULING&POSTPONEMENTICANCELLATION
The slated project tlmeilnes referenced above are based upon delivery of the Professional Services In an uninterrupted manner
over consecutive weeks per Software module. Customer acknowledges and agrees that requests by Customer to suspend the
delivery of certain Professional Services may Incur additional costs.
Specifically,training and consulting services must be booked and taken within the first twelve(12)months from the effective date as
defined herein. Scheduling for trainingloonsuiting should be done as early as possible to assist in travel arrangements. If Customer
postpones, cancels or fails to allend a scheduled training or consulting engagement without a minimum of ten(10)Business Days
prior written notice to Halogen, Customer shall pay to Halogen a lost utilization fee equal to the lesser of(1)$1,650(local currency);
and, (11)the training/consulting engagement contract value, In addition, Customer shall pay to Halogen all unrecoverable fees and
expenses associated with such cancellation,Including without limitation,non-refundable travel costs. Such fees and expenses shall
be Involced by Halogen in a timely manner following Customer's cancellation.
All web-based training sesslon(s)and related services will be delivered via the use of a combination of web collaboration software
(for screen Interaction) and telephone(for voice communication). Halogen expressly disclaims all warranties and representations
regarding the quality of such web collaboration software and voice communication services, Including without limitation that such
services will be uninterrupted, timely, secure or error free. Customer specifically acknowledges and agrees that all training
sessions)will take place at the mutually agreed upon time(s). _
s. ASSUMPTIONS,CUSTOMER RESPONSIBILITIES AND ACKNOWLEDGMENTS
Customer will provide a single point of contact with authority to work with Halogen.
• Customer is responsible for providing the required text for the Email Notification Center.
• Customer Is responsible for performing a final quality check.
• Customer Is responsible for monitoring processes, utilizing Halogen's hot-line support as required for software support
related Issues.Customer Is responsible for creation and maintenance of all additional content.
Customer is responsible for all user center data, global settings within the options functionality, and extracting data for
report generation with external tools,
Customer will be required to complete, execute and return to Halogen a configuration sign-off form prior to Customer's
deployment of the Halogen TalentSpaceTr"application,falling which, Halogen disclaims all liability for system configuration
issues, If any,which may be experienced by Customer.
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• Customer is responsible for the provision of the employee data In the required Import formal and for validating the Import of
data in the Halogen TalentSpaceTm User Center.
.. Annual Metrics Review and Action Planning, and Process Optimization services will he performed on configuration of
deliverables outlined In Section 1(a) of this Exhibit 1 and cannot be transferred without following Halogen's standard
Change Request process. '..
• Halogen reserves the right to add,delete or modify any training content provided pursuant to Section 1 of this Exhibit 1. !,
Halogen will provide Professional Services to Customer in English only. Customer is responsible for providing an English
speaking point of contact and for all translation requirements.
• Halogen will make all reasonable efforts to accommodate global time zones.To that affect, Halogen will provide Customer
with access to staff resources identified In Section 1 of this Exhibit 1 within standard working hours where the Halogen
team member resides.
• Notwithstanding anything contained in this Exhibit 1, Customer acknowledges that in the event Customer requires or is
entitled to 0.5 day or less of training or on-site consulting, Halogen will provide such training or consulting via the web,
rather than via an on-site session. In the event that Customer requests an on-site session for 0.6 day or less of training or j
consulting, Customer shall be required to purchase an additional 0.5 day of additional services for a minimum total of 1.0 j
day of on-site services.
• If Halogen Learning'"'Is licensed: j
• Customer is responsible for supplying all learning content in the required Import format and for validating the Import of
data.
• Additionally, Customer acknowledges and agrees that:
r, delays by Customer In providing Information and decisions to Halogen may negatively impact the dates, prices and
scheduling commitments expressed in this Addendum.
o the following deliverables are not Included In this Addendum but Halogen would be pleased to provide a separate
quotation for such services:
• If Halogen LearninglM Is licensed,Import of historical course data
• Deployment of a multi-lingual environment
• Significant changes to the Halogen UI property file
i
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EXHIBIT 2
TEMPORARY HOSTED SITE
1. Description of Temporary Hosted Site
In a timely manner following the effective date of this Addendum, Halogen shall Install a copy of Halogen
Performance*^' (Public Sector) Halogen® HRIS ConnentT"' Halogen Learning*"' and Single Sign-on (SS0)
Connectivity module (the "Evaluation Software") on its server (the "Temporary Hosted Site") for evaluation by
Customer. Halogen shall host the Evaluation Software on its server for a period of three(3) months commencing
on February 3. 2016(the"Temporary Hosting Period"). During the Temporary Hosting Period, in support of such
evaluation, Halogen grants to Customer a non-excluslve, royalty-free, non-transferable, non-assignable right to
access and use the Evaluation Software via a web browser, provided that: (1) Customer is solely responsible for
designing and developing the evaluation criteria framework applicable to the Evaluation Software; (2) Customer
provides, at its expense, all telecofimunlcations, computer, hardware and software equipment and services
(collectively, the "EquipmenF') necessary for Customer to access the Temporary Hosted Site and evaluate the
Evaluation Software; and, (3) the Equipment complies with the minimum system requirements determined and
communicated by Halogen from time to time.
Customer acknowledges that this Temporary Hosted Site will be created by Halogen:
i. as anew installation and will not reflector include Customer's current production data or configuration.
il, using the version of the Evaluation Software that is currently installed on Customer's production site.
Customer further acknowledges and agrees that:
I. Customer will require a separate license file for its Halogen® HRIS Connect*"' instance and that it is
responsible for contacting Halogen Support to receive this file.
It. Customer may contact Halogen Support for assistance in the configuration of Halogen®HRIS ConnectW.
iii. Upon termination of this Addendum, Customer will remove the applicable code for the Halogen® HRIS
ConneCtTM utility from all hardware under Its control,and provide Halogen with written confirmation that it has
done so.
2. Term and Termination
Unless earlier terminated in accordance with the Agreement, this Addendum shall continue for the initial
Temporary Hosting Period. Following the Initial Temporary Hosting Period, the provisions of this Addendum shall
not renew at Halogen's then current temporary test site hosting rates. Unless earlier terminated in accordance with
the Agreement, this Addendum shall terminate upon termination of the Temporary Hosting Period. Upon such
termination, Halogen shall terminate Customer's access to the Temporary Hosted Site.
3. Fees
Customer agrees to pay Halogen US$750.00(plus applicable taxes) for the above-described license and services
(the "Fee"). The Fee is due and payable net thirty (30) days from the date of Halogen's Invoice, which shall be
rendered upon Halogen's receipt of an executed copy of this Addendum. Fees associated with Temporary Hosting
Period renewal(s), if any, are also due and payable within thirty (30) days of Customer's receipt of Halogen's
Invoice. Halogen reserves the right to suspend Customer's access to the Temporary Hosted Site upon prior
written notice given in accordance with the Agreement if undisputed amounts are unpaid when due and remain
unpaid at the end of the applicable notice period.
4, Restrictions on Use
Customer acknowledges and agrees that: (11) the Evaluation Software is owned by Halogen and Halogen retains
all right, title and interest In and to the Evaluation Software; (2) except for the limited right to use and test the
Evaluation Software as expressly provided herein, Customer acquires no right or Interest in the Evaluation
Software; (3) use of the Evaluation Software by Customer shall, except as specifically authorized herein to the
contrary,be subject to and In accordance with'Customer's Grant of License in the Agreement.
Customer further expressly acknowledges and agrees that Its use of the Evaluation Software may be monitored by
Halogen and is limited to;
Iv. Storage not to exceed 1GB;and
v. Dally data transfer not to exceed 500MB
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Halogen reserves the right to impose an annual surcharge of US$2500 per GB In respect of storage and/or US$10
per MB In respect of data transfer if Customer's overage as assessed by Halogen extends beyond seven (7)
calendar days from Halogen's notification to Customer of any such overage,
5, Acknowledgements
Notwithstanding anything to the contrary In the Agreement,Customer acknowledges the following:
i. Halogen will not provide any back-up services with respect to Customer's data or other Information stored on
the Temporary Hosted Site's database and/or Halogen's servers In connection with this Addendum, either
during andlor following expiration of the Temporary Hosting Period.
11. Halogen disclaims any and all responsibility for any transfer of data between the Temporary Hosted Site and
Customer's production(i:e. live)database.
Ili. Upgrades to Customer's production (1,e, live) database will not be reflected in the Temporary Hosted Site,
provided however that in the event that:
a. Customer licenses one or more additional products from Halogen, Halogen shall (upon receipt of
written request from Customer) apply a new license file to the Temporary Hosted Site reflecting such
additional product(s);or
b. Customer ceases to license one or more products from Halogen, Halogen shall apply a new license
file to the Temporary Hosted Site reflecting the removal of such product(s).
iv. The email notification function will not be available to the Customer during the Temporary Hosting Period in
respect of the Evaluation Software.
v. If SSO Is licensed:
a. Customer's SSO configuration will continue to function In the Temporary Hosted Site.
b. If the Evaluation Software Includes a version of SSO leveraging SAML 2,0 to authenticate users, for
Customers who are members of InCommon, Halogen agrees to configure SAML 2.0 initially but
cannot guarantee that the metadata will be refreshed dally or at all for the Temporary Hosting Period.
vi. Unless otherwise slated In this Addendum, if licensed, Customer's Halogens HRIS ConnectT" configuration
will not function with the Temporary Hosted Site.
vii. Provided that Customer is current on its M&S payments to Halogen, Customer Is eligible to receive
telephone and email support from Halogen on the Temporary Hosted Site during the Temporary Hosting
Period through its designated administrator contacts. Customer acknowledges and agrees that certain
Updates to the Evaluation Software may be provided without notification, Including, without limitation, high
priority and necessary fixes and features, security patches and performance patches, However, unless
specifically agreed by the parties in writing, Halogen has no obligation to provide Customer with hard copy
documentation, upgrades, enhancements, modifications or other additional support in relation to the
Evaluation Software.
viii. Customer will receive a separate URL and license key to access the Temporary Hosted Site.
ix. Notwithstanding anything to the contrary In the Agreement, Customer has no entitlement to service
availability credits In respect of the Temporary Hosted Site.
5. Disclaimer of Warranties and Limitation of Liability
CUSTOMER ACKNOWLEDGES AND AGREES THAT HALOGEN'S INSTALLATION AND HOSTING OF THE
EVALUATION SOFTWARE IS PROVIDED ON AN "AS IS" BASIS, WITHOUT ANY OTHER
REPRESENTATIONS, WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, WRITTEN OR ORAL,
INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABLE QUALITY, SATISFACTORY
QUALITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THOSE ARISING BY LAW,
STATUTE, USAGE OF TRADE, COURSE OF DEALING OR OTHERWISE. HALOGEN DOES NOT REPRESENT
OR WARRANT THAT (1) THE EVALUATION SOFTWARE WILL MEET CUSTOMER'S BUSINESS
REQUIREMENTS, OR (II) THE OPERATION OF THE EVALUATION SOFTWARE WILL BE VIRUS-FREE,
ERROR-FREE OR UNINTERRUPTED. CUSTOMER ASSUMES THE ENTIRE RISK AS TO THE RESULTS AND
PERFORMANCE OF THE EVALUATION SOFTWARE AND RELEASES HALOGEN FROM ALL LIABILITIES
ARISING THEREFROM.
IN NO EVENT, UNDER NO CIRCUMSTANCES AND UNDER AO LEGAL THEORY, TORT, CONTRACT OR
OTHERWISE, SHALL HALOGEN, ITS LICENSORS,OR ITS AFFILIATES, OR THEIR RESPECTIVE OFFICERS,
City of Kent-Addendum 2-04-2015-374-au.bbu Created on 12/21/2015 Page l0 of It
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j.
DIRECTORS, EMPLOYEES OR CONTRACTORS BE LIABLE TO CUSTOMER FOR; (1) ANY INDIRECT,
INCIDENTAL, ORDINARY, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES INCLUDING
WITHOUT LIMITATION ECONOMIC LOSS, LOST PROFITS, LOSS OF USE, LOSS OF USE OF PROFITS,
REPROCUREMENT COSTS OR LOST OR DAMAGED DATA, EVEN IF HALOGEN OR ITS AFFILIATES HAS
BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH DAMAGES ARE FORESEEABLE,
OR IF SUCH DAMAGES ARISE FROM ANY MISREPRESENTATION, BREACH OF ANY IMPLIED OR
EXPRESS WARRANTY OR CONDITION, BREACH OF ANY OTHER TERM (INCLUDING A FUNDAMENTAL
BREACH OR BREACH OF A FUNDAMENTAL TERM) OR BREACH OF STATUTORY DUTY; OR (II) A
MAXIMUM AGGREGATE LIABILITY IN ANY CLAIM, ACTION, DEMAND OR PROCEEDING WHICH EXCEEDS
THE TOTAL AMOUNT OF FEES ACTUALLY PAID TO HALOGEN BY CUSTOMER IN RESPECT OF THE
TEMPORARY HOSTED SITE DURING THE YEAR OF THE TEMPORARY HOSTING PERIOD IN WHICH THE
CLAIM AROSE. SOME STATESICOUNTRIES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF
LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES SO THE ABOVE LIMITATION MAY NOT
APPLY.
7. Confidentiality.
The Evaluation Software contains confidential and proprietary Information and trade secrets of Halogen and/or its
licensors (the "Confidential Information"). Customer shall not copy or distribute, disclose, or disseminate the
Confidential Information In any way or form to anyone except its own employees and professional advisors who
have a reasonable need to know such Confidential Information and who are obligated to maintain the
confidentiality of such Confidential Information pursuant to a written agreement of confidentiality and non-
disclosure with the Customer. Customer shall treat the Confidential Information with the same degree of care to
avoid disclosure to any third party as is used with respect to the Customer's own Information of like importance
which Is to be kept secret, and In any event no less than reasonable care. Halogen acknowledges and agrees that
Customer's data stored on the Temporary Hosted Site database and any electronic records and reports containing
such data that may be stored on Halogen's servers are Confidential Information as defined in the Agreement and
may, depending on their nature, Include Personal Information as defined in the Agreement. Notwithstanding
Halogen's obligations pursuant to the Agreement, Customer acknowledges that Halogen is under no obligation to
maintain the Temporary Hosted Site or to preserve the data or electronic records or reports contained therein
following expiration of the Temporary Hosting Period.
I
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