HomeMy WebLinkAboutAgreement AscentisDocuSign Envelope ID: 6BBA9CA6-BEBB-4290-82B7-501D979EB000
Ascentis Corporation
Master Services Agreement
This Master Services Agreement (tile "Agreement") is made on November 22, 2019 (the "Effective Datc, j between
Ascentis Corporation, a Delaware corporation with offices at 11995 Sixtgletree Lane, Suite 400, Eden prairie, mN
55344 ("Ascentis") and KJttitals County with offices at 205 W. Stir Avenue, lElleanburg, WA 98926 ("Client")
(each a "Party" and collectively the "Parties') on the following terms and conditions:
1. r d critie eri d
The initial term (the "Initial Term") of this Agreement will be for a period starting upon the Effective Date of this
Master Services Agreement and ending on December 31, 2022. At the end of the Initial Term, and each January
1st thereafter (the "Renewal Date"), this Agreement shall automatically renew for a term of one year (each a
"Renewal Term"), unless either of Ascentis or Client has notified the other, in writing, of its intention not to renew,
no later than 30 days prior to the then Renewal Date.
The initial Term of this Agreement may include one or more annual "Subscription Periods." A Subscription Period
is defined as a period of tune during which Ascentis provides any or all of the services listed in Attachment A, and
for which an annual fee is charged. The initial Subscription Period begins on January 17 2020 and ends on
December 31, 2020. Subsequent Subscription Periods (if any) begin on January 1" and end on )December 31i1 of
successive years.
2. Services.
2.1 Ascentis provides Human Capital Management solutions via a Software-as-a-Seryica model along with
associated consulting services ((be "Services'). The specific Services to be provided by Ascentis to Client will be
identified in written order form(s) (each, an "Order Form") or through a Statement of Work ("SOW") that, upon
execution by the Parties, will be incorporated into this Agreement. Additional Order Forms or SOWS may be entered
into by the Parties to subscribe to additional or diff'ermt features of the Service. unless designated as replacing a
specific Order Form or SOW, subsequent Order Forms or SOWS will be considered in addition to currently effective
Order Farms and SOWS. Any conflict between the terms and conditions set forth in this Agreement and any Order
Form or SOW shall be resolved in the following order: (i) the Order Form, (ii) this Agreement and (iii) the sow,
except this Agreement shall govern all terms relating to intellectual property rights, confidential information,
warranty, indemnification and Iimitation of liability.
2.2 A description of the Services provided by Ascentis as well as a Security Overview and Service Level
Standards is available at h(tp://w-ww.ascentil.com/services-d.m ii (the "Services Descriptions"). Ascentis
may make modifications to the Services or particular components of the Services from time to time, provided that
such modifications do not materially degrade any functionality or features of the Services. Ascentis may from time
to time engage third parties to perform or to assist in the delivery of the Services.
3. Fees.
The fees for the Services as specified in each Order Form or SOW (the "Fees") will be paid by Client to Client's
HR/Payroll partner, DataPre Solutions, Inc., with offices at 6336 East Utah Avenue, Spokane Valley, WA 9921.2
("Partner').
4. Bidling and Payment.
Fees will be invoiced to, and paid by, Partner, pursuant to a separate agreement between Panner and Ascentis. If
any payment is not received by the last day of the month in which the original payment was due, Client's access to
the Services may be denied until such time as payment is received.
Aswntis MSA v.020418 Page 1 of 6
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Te and Termi tion.
5.1 This Agreement will commence on the Effective Date and will continue in effect until otherwise terminated
in accordance with this Agreement (the "Terre"). The term of each Order Form or SOW shall be as set forth[ on the
Order Form or SOW.
5.2 Either Party may terminate this Agreement for cause immediately (i) if the other Party breaches any material
provision hereof and fails within thirty (30) days after receipt of notice of default to correct such material breach,
or (ii) if the ocher Party ceases doing business or is the subject of a voluntary or involuntary bankruptcy, insolvency
or similar proceeding, that is not dismissed within sixty (60) days of filing. Termination of an Order Form or SOW
will not be deemed a termination of this Agreement. Termination of this Agreement will, however, terminate all
outstanding Order Forms and S'OWs. F,ither Party may also terminate this Agrement upon no less than thirty (30)
days' prior written notice to the tither Party for any reason, if at such time there are no outstanding Order Forms or
SO Ws then currently in effect.
5.3 Upon termination of this Agreement or any applicable Order Form or SOW, Ascentis will no longer provide
the applicable Services to Client and Client small immediately ]pay all frees and other amounts payable that had
accrued prior to the termination date. Notwithstanding the foregoing, Ascentis will provide transition assistance to
Client as reasonably requested upon the termination or expiration of this Agreement or any Omer Form or SOW on
a time and materials fee basis, with such fees being payable directly to Ascentis. All provisions of this Agreement
that by their terms or by logical application appear to have an effect or an intended effect beyond the termination
of this Agreement shall survive such termination.
6. Access and EQ. tris ' n .
6.1 Subject to and conditioned upon Client's payment of the Fees and compliance and performance in
accordance with all other terms and conditions of this Agreement, Ascentis hereby authorizus Client to access and
use, during the applicable Order Form or SOW term, the Services solely in accordance with (i) this Agreement and
the applicable Order Form, SOW and Services Descriptions, and (ii) all applicable laws and regulations.
(>.2 Client will not (anti will not allow any third party to): (i) reverse engineer, decompile, disassemble, or
otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of the
Services; (ii) modify, translate, or create derivative works based on the Services; (iii) copy, rent, lease, distribute,
pledge, assign, or otherwise transfer or encumber rights to the Services; (iv) use the Services for timesharing or
service bureau purposes; (v) remove or otherwise alter any proprietary notices or labels from the Services or any
portion thereof, or (vi) use the Services to create any other product or service.
7. intellectual Pra e d Data.
7.1 All right, title and interest in and to the Services, including all intellectual property rights therein, are and
will remain with Ascentis and its respective licensors. Client has no right, license or authorization with respect to
any of the Services except as expressly set forth herein or the applicable third -party license. All other rights in and
to the Services are expressly reserved by Ascentis and its respective licensors.
7.2 As between Client and Ascentis, Client is and will remain the sole and exclusive owner of all right, title
and interest in and to all Client data, including all intellectual property rights relating thereto.
7.3 CIient hereby grants all such rights and permissions in or relating to Client data to Ascentis as are necessary
to perform the Services hereunder.
7.4 Client agrees that Ascentis may collect, use and disclose aggregated data generated by the Services or
derived from Client's use of the Services; provided, however, that Ascentis will only disclose any such data in an
aggregated and anonymixed form so that it will not be identifiable as relating to Client or any one individual.
8. Confidentigliu.
8.1 From time to time during the Term of this Agreement, either Party (as the "Disclosing Party,') may disclose
or make available to the other Party (as the "Receiving Party) information about it_s business affairs,
products/services, confidential intellectual property, trade secrets, third -party confidential information and other
Ascentis MSA v.0204I S Page 2 of 6
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sensitive or proprietary information, whether orally or in written:, electronic or other form or media, and whether or
not marked, designated or otherwise identified as "confidential" (collectively, "Confidential lnformation" ]. The
Receiving Party shall not disclose Confidential Information to any third party without the prior written consent of
the Disclosing Party and shall restrict dissemination of Confidential Information within its own organization to
those employees who have a need to have access to the Confidential Information_ Tlic Receiving Party agrees to
protect Confidential Information by using at least the sine degree of care as it would use to protect its own
information oflikc importance, blit in no case less than reasonable care. Each Party shall take appropriate mease
and in no event less than reasonable measures, by instruction and written agreement, wiurs, th confidentiality terms no
less stringent than those herein, prior to disclosure to such emPloyees to protect against unauthorized use or
disclosure.
8.2 Exceptions to Confidential Information. The obligations in Section T1 do not apply to Confidential
Information which; (a) was rightfully in possession of or known to the Receiving Party without any obligation of
confidentiality prior to receiving it from the DIsclosing Party, as evidenced by the Receiving Party's records; (b) is
nr becomes publicly available without breach of this Agreement by the Receiving Party; (c) >xcorn known or
available to the Receiving Party from a source other than the Disclosing Party without a restriction out use or
disclosure of such Confidential Information; or (d) is independently developed by the Receiving Party without rise
of the Confidential Information.
8.3 If the Receiving Party is required by applicable law or legal process to disclose: any Confidential
Information, it shall, prior to making such disclosure, use commercially reasonable efforts to notify Disclosing Party
of such requirements to afford Disclosing Party the opportunity to seek, at Disclosing Party's sole cost and expense,
a protective order or other remedy.
8.4 The Parties acknowledge that the unauthorized lase or disclosure of Confidential information may cause
irreparable farm to the Disclosing Party. Accordingly, the Parties agree that the Disclosing Party shall be entitled
to seek equitable relief, including injunctive relief, in addition to all other remedies available at law for any
threatened or actual breach of this Agreement with respect to Confidential information.
8.5 Ascentis strati inaintain throughout the Term, the technical and security measures set forth in the Security
Overview available at http:l/www.ascentis.cornlservices-descriptionsl to prevent unauthorized disclosure of Client
data and Client Confidential Information and shall comply with 3€1 applicable federal, state, and local, laws,
regulations and industry standards, in the performance of the Services.
9. WAggnties and L2isclaime .
9.I Ascentis warrants that it will make commercially reasonable efforts to cause the Services to operate
Substantially in accordance with the applicable Order Form, SOW and Services Descriptions.
9.2 EXCEPT FOR THE EXPRESS WARRANTIES SET FORT[-[ IN SECTION 9. 1. THE SERVICES ARE
PROVIDED "AS IS" AND ASCENTIS HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS,
IMPLIED, STATUTORY OR OTITER, AND ASCENTIS SPECIFICALLY DISCLAIMS ALL 14PL[EL7
WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON.
INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE OR TRADE
PRACTICE. WITHOUT LIMITING THE FOREGOING, ASCENTIS MAKES NO WARRANTY OF ANY KIND
THAT THE SERVICES OR RESULTS OF THE USE THEREOF, WILL MEET CLIENT'S OR ANY OTHER
PERSON'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY FNTENDED
RESULT, BF COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM OR OTHER SERVICES, OR BE
SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE OR ERROR FREE,
9.3 Ascentis' ability to timely perforin the Services is dependent upon Client's timely completion of its tasks
and, therefore, Ascentis will not be responsible for Client -caused delays including any taxes, penalties, and interest
charges that may result due to such delays.
Ascentis MSA v0204t8 Page 3 of 6
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10. JndemnificatiQ .
10.I Ascentis will indemnify, defend and hold Client harmless, from and against any claim, suitor action brought
against Client (a "Claim') and will pay any st:ttlementAseentis makes or approves or any damages finally awarded
in such Claim, insofar as such Claim is based on a claim by any third party alleging that the Services infringe any
U.S. trademark, copyright, or patent, or misappropriate any trade secret recognized under the Uniform Trade Secrets
Act; provided that Ascentis is given prompt written notice of the Claire and sole control over the defense and any
settlement thereof and Client reasonably cooperates with Ascentis to facilitate the settlement or defense of any
Claim. Ascentis will have no obligation under this Section to the extent any Claire arises from. (i) Client's breach
of this Agreement; (ii) use of the Servires except in accordance with this Agreement and Ascentis' written
instructions; (iii) the combination of the Services with any other software, data, or technology not supplied by
Ascentis; (iv) modifications of the Services not made by Ascentis; or (v) Client's failure to implement changes
recommended by Ascentis if the infringement or misappropriation would have been avoided by implementing the
recommended changes.
10.2 If any portion of the Services becomes, or in Ascentis' opinion is Iikely to become, the subject of a Claim
of infringement, Ascentis may, at its option: (a) procure for Client the right to continue using the Set -vices; (b)
replace the Services with non -infringing services which do not materially impair the functionality of the Services;
(c) modify the Services so that they become non -infringing; or, (d) if none of the above options arc commercially
reasonable, terminate this Agreement and upon such termination, Client will immediately cease all use of the
Services, This Section states the sole and exclusive remedy of Client and the entire liability of Ascentis for any
Claims of infringement or misappropriation.
11. Limitat[Ql} Q Ljability.
11.1 IN NO EVENT SHALL EITHER PARTY (OR ANY OF SUCH PARTY'S OFFICERS, DIRECTORS,
SHAREHOLDERS. EMPLOYEES, SUBSIDIARIES, AFFILIATE'S, OR AGENTS), BE LIABLE FOR ANY
INDIRECT DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, INCIDEN'T'AL, SPECIAL
OR CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA,
LOST BUSINESS OPPORTUNITY, OR BUSINESS INTERRUPTION) RESULTING MOM OR IN
CONNECTION WITH THE SERVICES OR THIS AGREEMENT, WHETHER BASED ON WARRANTY,
CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT SUCH PARTY is
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
11.2 IN NO EVENT SHALL ASCFNTIS (OR ANY OF ITS OFFICERS, DIRECTORS, SHAREHOLDERS,
EMPLOYEES, SUBSIDIARIES, AFFILIATES, OR AGENTS113E LIABLE FOR ANY DIRECT DAMAGES IN
EXCESS IN THE AGGREGATE OF THE AMOUNTS ACTUALLY PAID By CLIENT TO ASCENTIS UNDER
THE ORDER FORM OR SOW FOR THE SERVICES WHICH FORM lliE SUBJECT OF Tl -1E LIABILITY
DURING THE THREE MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO
SUCH LIABILITY.
12. N,_Q.ticcees. Any notice under this Agreement shall be giver] in writing and addressed to the Patties at the
addresses set forth on the first page of this Agreement (or to such other address that may be designated by the
receiving Party from time to time in accordance with this Section). Notices will be deemed to have been delivered
and given for all purposes (i) on the delivery date if delivered personally to the Party to whom the same is directed;
(ii) one (1) business day after deposit with a nationally recognized overnight carrier, with written verification of
receipt, or (iii) five (5) Business days after the mailing date whether or not actually received, if sent by U.S. certified
rnai1, return receipt requested, postage mid charges pre -paid or any other n]earts of rapid mail delivery for which a
receipt is available.
13. AjzjWu. Client shall not assign, transfer, delegate or subcontract any of its rights or delegate any of its
obligations under this Agreement without the prior written consent of Ascentis. Any purported ,assignment or
delegation in violation of this Section shall be null and void No assignment or delegation shah relieve the Client
of any of its obligations under this Agreement. Ascentis may assign any of its rights or delegate any of its obligations
to any affiliate or to any person acquiring all or substantially all of its assets without Client's consent.
Ascentis MSA v.02041 8
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14, Publicity. Upon execution of this Agreement, Ascentis may use Client's name and logo on its website,
marketing materials, and in its client lists. Neither Party may issue a press release regarding the existence or terms
of this Agreement, nor any services or subsequent work performed hereunder, without first obtaining written
approval of the other Party (which approval shall not be unreasonably withheld).
15. Third P_ar4y Providers. The Services may enable Client to actress and use other products or services not
provided directly by Ascentis. Such third -party products or services May be provided to Client by third party
Providers pursuant to a separate agreement between Client and tlxe third -parry provider. Any exchange of data or
other interaction between Client and a third -party provider, and any purchase by Client of any product or service
offered by a third -party provider, is solely between Client and the third -party provider. Client uses such third -party
products or services at its own risk and Ascentis is not responsible for such third -party products or services or the
actions or inactions of any third -party product or service providers, or the handling of Client`s data once Ascentis
transmits it to a third -party provider pursuant to Client's instructions.
16. Non -Solicitation,. During the Term of this Agreement and for a period of one ( l) year thereafter, each Party
agrees that it will not, directly or indirectly, solicit, recruit or hire any of tilt employees of the other Party or
otherwise induce such employees to terminate their employment with the other Party, However, noticing contained
herein shall preclude the hiring of any such employees who: (i) respond to a general solicitation of employment
through an advertisement not specifically targeted at the other party or its employees, or (ii) are referred to a Party
by search firms, employment agencies, or other similar entities, provided that such entities have not been
specifically instructed to solicit employees of the other Party,
17. Gene1W. This Agreement is made in and shall be governed by the laws of the State of Minnesota, without
regard to the choice of law principles of any jurisdiction. Exclusive jurisdiction and venue shall be in the federal
acrd state courts situated in Hennepin County, Minnesota, and each Parry waives sny objection to the adjudication
of disputes in that forum. Except for actions for non-payment or breach of Ascentis' proprietary rights in the
Services, no action, regardless of form, arising out of this Agreement may be brought by either Party more than one
year after the cause of action accrued. This Agreement, including and together with any related Order Forms, SOWS,
Exhibits, and the Services Descriptions constitutes the entire agreement between the Panties regarding use of the
Services and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral,
concerning its subject matter, Nothing in this Agreement is meant to create or creates any rights, obligations, or
benefits directly or indirectly to any party not a signatory of this Agreement. The sole relationship between the
Parties is that of independent contractors. Ascentis is not liable for any delay or failure to perform due to causes
beyond its reasonable control. If any provision of this Agreement is found to be invalid by any court having
competent jurisdiction, the invalidity of all or part of a provision shall not affect the validity of the remaining parts
and provisions of this .Agreement, which shall remain in full force and effect. No waiver of any terra of this
Agreement shall be deemed a further or continuing waiver of such term or any other term. Except for an Order
Form or SOW executed by both Parties, na purchase order or other ordering document that purports to modify or
supplement the printed text of this Agreement shall acid to or vary the terms of this Agreement; any such ordering
document shall be considered a purely administrative document on Client's behalf and shall not modify this
Agreement in any way. Except as otherwise specifically stated herein, remedies shall be cumulative And there shall
be no obligation to exercise a particular remedy. The headings in this Agreement are for reference only and shall
not affect the interpretation of this Agreement. This Agreement may be executed in two or more counterparts, each
of which shall be deemed to be an original as against any Party whose signature appears thereon, but all of which
together shall constitute but one and the same 'instrument. Signatures to this Agreement transmitted by facsimile,
by electronic mail in "portable document format„ (" pdf ), or by any other electronic means will have the same
effect as physical delivery of the paper document bearing the original signature,
Ascends MSA v.020418 Page 5 of 6
DocuSign Envelope ID: 6BBA9CA6-BEBB-4290-8287-501D979EB000
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed as of the Effective Date
by their respective duly authorized officers.
KITTITAS COUNTY
By: -
Printed Name: Cory Wright
Title: Chairman, Board of County Commissioners
Date: December 17, 2019
ASCENTIS CORPORATION
by:
By;rf-;ZZV" AiIA.wd
2FA�[7+103E I B146e...
Printed Name: Brandon Grinwis
Title: CFO
Date: Dec 24, 2019
DA
By:
Prin
Title:
Date: 17,17-4 j
Ascentia MSA v.020418 Page 6 of 6
Attachment A
This Order Form is entered into by and between Ascentis Corporation rAscentfs) and `Client' (fisted below) as of the EifecOve Date set forth below This Order Form
is issued pursuant to and is governed by the terms and conditions of the Master Services Agreement between Ascentis and Client (the Agreement). Ca tr+aizsrt
terns used but not defined herein shall have the meaning set forth in the .=,tlre�,.;iTen€
Effective Date: November 22, 2019
Client Name: IGttitas County
Contact Judy Pless Email: d .less co.kittitas.wa.us `
Sales Representative: Nan Gauny Phone: 509-962-7502
Subscription Start Date: January 1, 2020 Billing Address: 205 W 5th Ave
Initial Term of Subscription: 3.0 years Ellensburg, WA 98926-2887
Initial Terni End Date: December 31, 2022 Shipping Address:
Punch Start Date:
The Initial Term of this Order Farm is measured from the Sub,-.,:,, rpUar, Start Date_ upon E•xp,74 9011 of the Initial Term, this Order Form shall automah'rally renew for
successive periods of twelve (42) months each (each a 'Renewal Term', unless either Party provides written notice to the other Party of its intent not to renew at
least ninety (90) days prior to expiration of the Inii7al Term or any then current Renewal Term.
Product or Service: Included?
Human Resources
Advanced Benefits
Payroll and Tax Services
Additional Pavroll Runs
Print & Deliver W2s
Print & Deriver Checks
Talent Management
Performance Management
Succession Planning
360 Feedback
Compensation Planning
Learning Management
EJ4 - 25 Pack Starter Kit
EJ4 - Business Skills
EJ4 - Compliance Pack
EJ4 - Microsoft Office Pack
EJ4 - Unlimited Pack
# Product or Service.
Time and Attendance
Advanced Scheduler
FMLA
Recruiting
Detail:
Other Products or Services
Carrier Connections
Additional Integrations
Systems:
401(k) Interface Files
GL Interface Files
HSAiFSA Interface Files
State and Local IDs
Federal IDs
Social Security # Verification
Active Directories
Other Services hours
Included? #
Yes 432 EEs
This Master Customer Agreement (called the "Agreement") and its applicable Transaction Documents
are the complete agreement regarding your purchase of Products and Services from, DataPro
Solutions, Inc. ("DataPro").
By signing below, each of us agrees to the terms of this Agreement. Once signed, all Products and
Services purchased by you under this Agreement are subject to it.
This Agreement is made on January 1, 2020 (the "Effective Bate') between DataPro Solutions, Inc.
("DataPro"), a Washington Corporation with offices at 5336 E Utah Ave, Spokane Valley, WA 99212,
an authorized Ascends Reseller, and KitGtas County w€tih its corporate office at 205 W 5th Ave,
Ellensburg, WA 98925-2887 ('Client!). Client DataPro and Ascentis hereby agree to the following
Terms and Conditions:
Assignment:
Client shall not assign, transfer, delegate or subcontract any of its rights or delegate any of its
obligations under this Agreement without the prlor written consent of DataPro and Ascend$. Any
Purported assignment or delegation in violation of this Section shall be null and void. No assignment
or delegation shall relieve the Client of any of its obligations under this Agreement, Datapro/Asceritis
may assign any of its rights or delegate any of its obligations to any affiliate or to any person
acquiring all or substantially all of its assets without Client's consent.
Access and Restrictions:
Ascentis Tlme and Ascentis TimeKeeper (products powered by NOVAtime) are both Web applications
running over TSL 1.2 with 255 -bit encryption. Employees are granted access to various sections of
the Ascentis Time service based an selections made by the client and the employee's role.
Subject to and conditioned upon Client's payment Of the Fees and compliance and performance in
accordance with all other terms and conditions of this Agreement, Ascentis and its Reseller DataPro
hereby authorizes Client to access and use, during the applicable Order Form or SOW term, the
Services solely in accordance with (1) this Agreement and the applicable Order Form, SOW and
Services Descriptions, and (ii) all applicable laws and regulations.
tient wili not (and will not allow any third party to): (i) reverse engineer, decompile, disassemble, or
otherwise attempt to discover the source code, object code, or underlying structure, ideas, or
algorithms of the services; (ii) modify, translate, or Create derivative works based on the Services;
(iii) copy, rent, lease, distribute, pledge, assign, or otherwise transfer or encumber rights to the
Services; (iv) use the Services for timesharing or service bureau purposes; (v) remove or otherwise
after any proprietary notices or labels from the Services or any portion thereof, or (vi) use the
Services to create any other product or service.
Term and Subscription Period:
For Ascends Time, Time Keeper and HCM products, the initlal term (the "Initial Term'J of this
Agreement will be for a period of thirty six (36) months starting upon the Effect€ve Date of this
Master Customer Agreement (the subscription start date) and ending on December 31, 2022_. During
the Initial Term of this Agreement, for all items Included in Attachment 8, Client's per employee per
month (pemp) prices shall not be increased. At the end of the Initial Term, and each year thereafter
(the "Renewal Date'), this Agreement shall aubomatically renew for a term of one year teach a
"Renewal Term'), unless either DataPro or Client has notified the other, in writing, of its intention not
to renew, no later than 30 days prior to the then Renewal Date.
Doc rsv 11101/19 Page 1 of 3
The Initial Term of this Agreement includes the annual "Subscription Periods". A Subscription Period
is defined as a period of time during which DataPro provides any or all of the services listed In
Attachment 8, and for which an Annual/Quarterly or Monthly fee Is charged,
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed as of the
Effective Date by their respective duly authorized officers.
Agreed to: Kittitas County
By:
Authoriz signature
Cory Wright
Name (type or print):
ChaUman, Board of County Commissioners
Tltle
Date: December 17, 2019
Klttitas County
205 W 5th Ave
Ellensburg, WA 98926-2887
AXhorilzetdj
D21�r_-00��tf_:#s, Inc.
B�.
Aslgnature
aro
Name (type or print):
coo
Title
Date:
DataPro solutions, Inc.
6336 E. Utah Ave
Spokane Valley, WA 99212
An electronic copy of the Master Agreement Is located at; Q_glar'ra M r_cS?sUn�e
Doc rev 11/01/19 Page 2 of 3
Thla Order Form Is entered into by and between DalePro SolulonA Inc. Corporation ("OataPlo Solutions, inch and'Ctienr(Osled below) as arms Ef oobw
Data set forth below. This Order Form Is issued pursuant io and is governed by Me perms and conditions orthe AatsterSorWees Agreement between
DataPro Solutions, Inc. and Client (Me Agreement). Capitalized farms used but not defined herein shall have the meaning set forth in Me Agreement.
Effective Date: January 1, 2020 Phone: (609) 962-7602
Client Name: Klttites County Address: 205 W 5th Ave
Contact: Jud Plegia
Judy Ellensburg, WA 98928-2887
Sales Representative: Robert Bordonaro Email:ud - IessiAca-kittiias-wa-us
Subscription Start Date: January 1, 2020
InItW Tenn of Subscription: 3.0 years
Initial Tenn End Date: December 31, 2022
The inllal Term of Mix Order Form is measured from oo Subscription Start Date Upon expiration ofthe Initial Term, M/s Orderl atm shall autometically
renowfbrsuccesNw pedods ofhwtw (12) months each (each a 7ienewel Term7, unless aiMerPer(y provldes olden notice to the ooerPar(y ofi(s inMnf
not to mnewsi ieastfhfry (90) days prior to expiration of Me Initial Term or any Men current Renese! Term.
Product or Service.
TfineKeepar SaaS
EE's
pomp
Th*Keaper S"S Standard hokrds, at Were, Shift OlfferertgWRwri u , WC)ut So" Task Schedular, FLEA, Adminhtraeve 432
$4.25
Ws0 Services. Supervisor web Services. Oulck Retch, FFACA, Moridalety Sick Leave. Automated Rale Change Module. Request
Conrrat AuWnWO Time Olebebueon, Express Timstrene M. Sapsed Tina, Module, N DWIcaeon Services, MW Croup Schodumo.
blendW Groups, On CLWW Back Employee Web Services. Accrual, Pay Mff t, Payroll Based Jamal, TimeKeepwmabre,
iXtrne Module, Ratio Fay, SchedW Import. RDMN System Module, Schedule Lxkoull9nic Access CLOW, &pens Moduae,
Trer+orer Croup ApprovmVBortdw Ing Manager, Time Import, Shared Tip Module. NLEW.S. Inlegreeon for HR/fayrol - CHARGE FOR
THRD PARTY APPS ONLY. and Task Frequency (60 employee nifoltaro.
Total PEPM $ 4.25 Total ImOomorrtalion Coir
$
Total Monthly Coat 5 1,538.00 STARbox to TimeKeaper SaaS Converelon discount 5
6,728,75
2-720.75,
Total Annual Cost 5 22,032.00 Total One Time Fees $
4.000.00
Dataft Solutions, Inc. reserves the right to agyat Fees accordingly of any lme (Including during and a Rerim,alanranrdean) to account rorincressed
employee counts andAorincressed psyroll fax furisdletlons. Certain Fees inciud(ng inns& 10j, tax sarrlp, time hamwons, Oma clock support end
maintanance, additional professional "Mass, addlrionai payrog faW)urisdiclorrs sndhrrdoNvery locslons, ar a0yartoo., aro not Included In subscriplon
Fees.
ifHi jLft4_P-fJigL1l2W
8,608.00 due net 15 days from the Effective Date for January 1, 2020 through Decembor 31, 2020
$ 4,000.00 One Time Fees -Time Clocks and Net Implementation Cost due net 15 days from the Effective Date
$ 8,808.00 due April 1, 2020
$ 8,.508.00 due July 1, 2020
8 8,808.00 due October 1, 2020
Yearly subscription Fee equal to: $4.28 times the number of employees on each December 01
(Fan at month 11 of the previous subscription year) times 12 Is payable quarterly In adwnce on each January 31,
Apni 01. July 01, and October 01
Ma purpose ofthis agreement Me numb orolemployees will be defined as Mo numberoflndMdual records Mathave been Accessed, processed or
rr Included In any process ouput such as a report payment or dots bansferwh/chs veris greshr. This numb ermpresents the number or people who are
Wad In one ormore Ascanlslproducir and fbrati purposes oo IsMast number olldonitiab/a Indlvldua/s Wil be used to dolsmrina Me numberdf
go yaes for bllting purposes.
A description orae Services and reiatad use rights rerarenced In MTs Ordor Form rs evel/ab10 at delepeanwcomAlcenae-support sgmemen,,,
dataprommoorr Aomis-o"ales and datopmnwcomAnastancuslomor-agmemenl This Order Form Is subject la Me applcable Service Desalplon, as such
exists as crop E feclve oats ofols OrdorForm. Clent lnnicales its agreementto Me tangs ofMis Order Form, Me Services Description, Me Agmomontby
signing Mls Order Form.
COent and DatsPm have accepted and caused this OrderFonn to be executed
above.
Klttide County f f Del
Printed Name. - Wrr ht
nils: C ho Irma. rt Ba , ty C ornmi s (ners
Date: December 17. 201E
20=4
Title:
Date: r y
Doc rev 11/01/19 Page 3 of 3
as olthe Eflactive Date setraro