HomeMy WebLinkAboutCornerstone OnDemand Inc; 2024-04-01;AGREEMENT FOR WORKFORCE MANAGEMENT SUITE HOSTED SERVICES
CORNERSTONE ONDEMAND, INC.
THIS AGREEMENT is made and entered into as of the 1st day of April, 2024, by and between the City of Carlsbad, California,
a municipal corporation ("City" or "Customer") and Cornerstone OnDemand, Inc., a Delaware corporation, ("Contractor"
Cornerstone ).
RECITALS
A. City requires the professional services of a contractor that is experienced in Workforce Management Suite hosted
services.
B. Contractor has the necessary experience in providing professional services and advice related to Workforce
Management Suite hosted services.
C. Contractor has submitted a proposal to City and has affirmed its willingness and ability to perform such work.
NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and
Contractor agree as follows:
1. SCOPE OF WORK
City retains Contractor to perform, and Contractor agrees to render, those services (the "Services") that are defined in
To the extent any of the terms in any exhibit or attachment to this Agreement conflict, in whole or in part, with the terms
of this Agreement, the terms of this Agreement shall control.
2. STANDARD OF PERFORMANCE
While performing the Services, Contractor will exercise the reasonable professional care and skill customarily exercised
by reputable members of Contractor's profession practicing in the Metropolitan Southern California area, and will use
reasonable diligence and best judgment while exercising its professional skill and expertise.
3. TERM
The term of this Agreement will be effective for a period of one (1) year from April 1, 2024 to March 31, 2025. The City
Manager may amend the Agreement to extend it for three (3) additional one (1) year term(s) or parts thereof upon mutual
agreement by both parties. Extensions will be based upon a satisfactory review of Contractor's performance, City needs,
and appropriation of funds by the City Council. The parties will prepare a written amendment indicating the effective date
and length of the extended Agreement.
4. [RESERVED]
5. COMPENSATION
The total fee payable for the Services to be performed during the initial Agreement term shall not exceed sixty-two
thousand two hundred seventy-eight dollars and forty-five cents ($62,278.45). No other compensation for the Services
will be allowed except for items covered by subsequent amendments to this Agreement. If the City elects to extend the
Agreement, the amount shall not exceed the fees for the previous annual term plus a maximum 5% increase per
Agreement year.
Incremental payments, if applicable, should be made as outlined in attached Exhibit "A."
6. TERMS AND CONDITIONS
This Agreement hereby incorporates by reference the terms and conditions set forth in
OnDemand Master Agreement. To the extent any of the terms in any exhibit or attachment to this Agreement conflict,
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or"
attached Exhibit "A," which is incorporated by this reference in accordance with this Agreement's terms and conditions.
Exhibit "B" Cornerstone
in whole or in part, with the terms of this Agreement, the terms of this Agreement shall control.
7. STATUS OF CONTRACTOR
Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's
independent calling, and not as an employee of City. The persons used by Contractor to provide services under this
Agreement will not be considered employees of City for any purposes.
The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which
Contractor is entitled. City will not make any federal or state tax withholdings on behalf of Contractor or its agents,
employees or subcontractors. City will not be required to pay any workers' compensation insurance or unemployment
contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify City within thirty
(30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers'
compensation payment which City may be required to make on behalf of Contractor or any agent, employee, or
election, City may deduct the
indemnification amount from any balance owing to Contractor.
8. SUBCONTRACTING
For any specific on-site maintenance services or professional services provided directly to the City, Contractor will not
subcontract any portion of such Services without prior written approval of City. If Contractor subcontracts any of the
Services, Contractor will be fully responsible to City for the acts and omissions of Contractor's subcontractor and of the
persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons
directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between
any subcontractor of Contractor and City. Contractor will be responsible for payment of subcontractors. Contractor will
bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to
Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by City.
9. OTHER CONTRACTORS
The City reserves the right to employ other contractors for the provision of similar services.
10. INSURANCE
Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against
claims for injuries to persons or damage to property which may arise out of or in connection with performance of the
services by Contractor
obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier
is required to have a current Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of
-admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest
quarterly listings report.
10.1 Coverages and Limits. Contractor will maintain the types of coverages and minimum limits indicated below, unless
Risk Manager or City Manager approves a lower amount. These minimum amounts of coverage will not constitute any
limitations or cap on Contractor's indemnification obligations under this Agreement. City, its officers, agents and
employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this
Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate,
Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense.
The full limits available to the named insured shall also be available and applicable to the City as an additional insured.
10.1.1 Commercial General Liability (CGL) Insurance.
personal & advertising injury, with limits no less than $1,000,000 per occurrence and a $2,000,000 general aggregate.
10.1.2 Automobile Liability. (if the use of an automobile is involved for Contractor's work for City). $1,000,000
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subcontractor of Contractor for work done under this Agreement. At the City's
or Contractor's agents, representatives, employees or subcontractors. The insurance will be
California's List of Approved Surplus Line Insurers (LASLI) with a rating in the latest Best's Key Rating Guide of at least
"A:X"; OR an alien non
__________________ Insurance written on an "occurrence" basis, including
combined single-limit per accident for bodily injury and property damage.
10.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the
California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to City's
satisfaction, a declaration stating this.
10.1.4 Professional Liability.
not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of
completion of the work.
10.1.5 Cyber Insurance. Coverage limit in the amount of $2,000,000 per occurrence with a $2,000,000 aggregate.
10.2 Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain,
or are endorsed to contain, the following provisions:
10.2.1 The City will be listed as an additional insured on Commercial General Liability.
10.2.2 This insurance will be in force during the life of the Agreement and any extensions of it and will not be
canceled without thirty (30) days prior written notice to City sent by certified mail pursuant to the Notice provisions of
this Agreement.
10.3 Providing Certificates of Insurance and Endorsements.
than once annually, Contractor will furnish certificates of insurance and endorsements to City.
10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then City will have
the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on
existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by City to
obtain or maintain insurance and City may collect these payments from Contractor or deduct the amount paid from any
sums due Contractor under this Agreement.
11. ACCOUNTING RECORDS
Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records
will be clearly identifiable. Contractor will allow a representative of City during normal business hours to examine, audit,
and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will
allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three
(3) years from the date of final payment under this Agreement.
12. OWNERSHIP OF DOCUMENTS
ll
such Work Product shall be the property of City. In the event this Agreement is terminated, all Work Product will be
delivered at once to City. Contractor will have the right to make one (1) copy of the Work P
13. [Reserved]
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________ Errors and omissions liability appropriate to Contractor's profession with limits of
___________________ Upon City's written request {email is acceptable) not more
To the extent that any work product is produced specifically for the City under a Statement of Work {"Work Product"), a
roduct for Contractor's records.
14. NOTICES
For general inquiries on day to day contract matters by City to Contractor, the City may reach out to its Cornerstone
account manager, the name of the persons who are authorized to give written notice or to receive written notice on behalf
of City and on behalf of Contractor under this Agreement are:
For City: For Contractor:
Name Maria Callander Name Cornerstone OnDemand, Inc.
Title IT Director Title Attn: Curt Dutilley Account
Manager
Dept IT Address 1601 Cloverfield Blvd, Suite 600S
CITY OF CARLSBAD Santa Monica, CA 90404
Address 1635 Faraday Ave Phone 603-892-0339
Carlsbad, CA 92008 Email cdutilley@csod.com
Phone 442.339.2454
Legal notices to:
legalnotices@csod.com
Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed
to another address.
15. CONFLICT OF INTEREST
Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the City of
Carlsbad Conflict of Interest Code. The Contractor shall report investments or interests as required in the City of Carlsbad
Conflict of Interest Code.
Yes No
If yes, list the contact information below for all individuals required to file:
Name Email Phone Number
16. GENERAL COMPLIANCE WITH LAWS
Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect
those employed by Contractor, or to which Contractor is subject in the performance of the Services by Contractor. Contractor
will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance
of Contractor s services with all applicable laws, ordinances and regulations to which it is subject.
Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those
requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors
and consultants whose services are required by this Agreement.
17. CALIFORNIA AIR RESOURCES BOARD (CARB) ADVANCED CLEAN FLEETS REGULATIONS
-duty package delivery vehicles
operated in California may be subject to the California Air Resources Board (CARB) Advanced Clean Fleets regulations. Such
vehicles may therefore be subject to requirements to reduce emissions of air pollutants. For more information, please visit
the CARB Advanced Clean Fleets webpage at https://ww2.arb.ca.gov/our-work/programs/advanced-clean-fleets.
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□
Contractor's vehicles with a gross vehicle weight rating greater than 8,500 lbs. and light
18. DISCRIMINATION AND HARASSMENT PROHIBITED
Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and
harassment.
19. DISPUTE RESOLUTION
If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any
questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor
or City will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be forwarded
to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The
representative receiving the letter will reply to the letter along with a recommended method of resolution within ten (10)
business days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be
forwarded to the City Manager. The City Manager will consider the facts and solutions recommended by each party and may
then opt to direct a solution to the problem. In such cases, the action of the City Manager will be binding upon the parties
involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law.
20. TERMINATION
In the event of the Contractor's failure to prosecute, deliver, or perform the Services, City may terminate this Agreement for
nonperformance by providingContractor thirty (30) days prior noticeby certified mail of the termination. If Contractor cures
or corrects its failure within fifteen (15) days of the notice period, then such termination shall be
automatically rescinded. Upon notification of termination, Contractor has five (5) business days to deliver any documents
owned by City and all work in progress to City address contained in this Agreement.
City may terminate this Agreement by tendering thirty (30) days written notice to Contractor, provided however that in the
event of such a termination for convenience the City understands and agrees that it shall not be entitled to any refund of
previously paid fees. Contractor may terminate this Agreement by tendering ninety (90) days written notice to City, provided
however that in the event of such termination for convenience the Contractor understands and agrees that it shall refund
prorated prepaid fees.
21. COVENANTS AGAINST CONTINGENT FEES
Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee
working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company
or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration
contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, City will
have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or
consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent
fee.
22. CLAIMS AND LAWSUITS
By signing this Agreement, Contractor agrees that any Agreement claim submitted to City must be asserted as part of the
Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation.
Contractor acknowledges that if a false claim is submitted to City, it may be considered fraud and Contractor may be subject
to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et seq., the False Claims
Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public
entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard
of the truth or falsity of information. If City seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover
its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor
to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any
public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction
is grounds for City to terminate this Agreement.
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to the City's satisfaction
23. JURISDICTION AND VENUE
This Agreement will be governed by the laws of the State of California regardless of conflict of laws principles. Any action at
law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement
will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all
provisions of law providing for a change of venue in these proceedings to any other county.
24. SUCCESSORS AND ASSIGNS
It is mutually understood and agreed that this Agreement will be binding upon City and Contractor and their respective
successors. Neither this Agreement nor any part of it nor any monies due or to become due under it may be assigned by
Contractor without the prior consent of City, which shall not be unreasonably withheld.
25. ENTIRE AGREEMENT
This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order
for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the
subject matter of it. In case of conflict, the terms of the Agreement supersede the purchase order. Neither this Agreement
nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. This
Agreement may be executed in counterparts.
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26. AUTHORITY
The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and
warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this
Agreement.
Executed by Contractor this 1st day of April, 2024.
CONTRACTOR CITY OF CARLSBAD, a municipal corporation of
the State of California Cornerstone OnDemand, Inc., a Delaware
corporation
By: By:
(sign here) City Manager
(print name/title)
ATTEST:
By: SHERRY FREISINGER, City Clerk
(sign here) By:
Deputy City Clerk
(print name/title)
If required by City, proper notarial acknowledgment of execution by contractor must be attached. If a corporation, Agreement
must be signed by one corporate officer from each of the following two groups.
Group A Group B
Chairman, Secretary,
President, or Assistant Secretary,
Vice-President CFO or Assistant Treasurer
Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal
empowering the officer(s) signing to bind the corporation.
APPROVED AS TO FORM:
CINDIE K. McMAHON, City Attorney
BY: _____________________________
Deputy City Attorney
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By:
(sign here)
Sarah Schor
(sign here)
By:
Assistant City Manager
VP sales and Account Management
5/3/2024
senior Deputy City Clerk
(print name/title) ~
BY: 0½#/Jj ~
Deputy City Attorney
EXHIBIT A
SCOPE OF SERVICES AND FEE
Quote Number: Q-76552
Order Effective Date: (Date of Last Signature Below)
Cornerstone OnDemand - ORDER
Customer Name City of Carlsbad
Order Start Date 04/01/2024
Order End Date 03/31/2025
Is a new purchase order required
for this purpose?*
No
Primary CustomerContact Michele Tackett michele.tackett@carlsbadca.gov (760)602-7548
Customer Address (Ship To) City of Carlsbad,1635 Faraday Ave. ,Carlsbad, California, United States,92008-7314
Primary Billing (Invoice) Contact Doug Kappel renewals@carlsbadca.gov N/A
Customer Billing (Invoice) Address City of Carlsbad,1635 Faraday Ave. ,Carlsbad, California, United States,92008-7314
*Note: Please send purchase order number to DLCollections@csod.com within three (3) business days of order signing.
Product(s)
Product Qty Start Date End date Billing
Frequency
Term Fee
Clocks Maintenance 1 04/01/2024 03/31/2025 Annual Included
Customer Support-Add-on 1 04/01/2024 03/31/2025 Annual Included
Workforce Management Suite Hosted 1,225 04/01/2024 03/31/2025 Annual Included
Software and Support Subtotal: USD 62,278.45
Sub Total: USD 62,278.45
Workforce Management Suite Hosted
Workforce Management Suite includes the hosting, maintenance, subscription, and support for the staging/test and production environments of the
Workforce Management solution in a private cloud including any necessary data storage.
Support for the Workforce Management solution as it is currently configured including, but not limited to:
Core Platform
Web clocks
Clocks
Timesheets
Interfaces and integrations, including HR Refresh and Payroll export
Batch processes/Scheduled tasks
End user validation (all user groups, access and security)
File handling and automation
Accruals
Absence workflow
Reports
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cornerstone
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Clocks Maintenance
Clocks Maintenance includes the maintenance, support and subscription for the data acquisition devices installed at city facilities used in
conjunction with the Workforce Management Suite.
Customer Support-Add-On
Provides the city an additional designated support contact for a total of three support contacts.
Purchase Order
If Customer indicates that a purchase order is required for payment, the customer will provide the PO no later than 3 business days to
dlcollections@csod.com and if the customer indicates that no PO is required, Customer represents that no PO is required for payment.
Invoicing Schedule
Net 30 (days) to pay the annual term fee in full.
Except as otherwise expressly set forth herein, all purchases are non-cancelable and non- refundable. Fees are exclusive of applicable
sales, use, VAT, GST, digital tax, DST and other taxes and are net of withholding taxes.
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("PO")
Upon receiving Cornerstone's invoice, City shall have
lrDocuSigned by:
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DocuSigned by:
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VP sales and Account Management
5/3/2024
Exhibit "B"
Cornerstone OnDemand Master Agreement
MASTER TERMS AND CONDITIONS
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0 cornerstone
These Master Terms and Conditions ("Master Agreement") are made a part of and incorporated by reference into the
Agreement by and between Customer and Cornerstone.
1. Definitions.
1.1 "Affiliate" means a party that partially (at least 50%) or fully controls, is partially or fully controlled by, or is
under partial (at least 50%) or full common control with, another party.
1.2 "Customer Content" means any and all courses, learning objects, certifications, quizzes, tests, materials,
instructor-led sessions, documents, or URLs created and/or introduced by Customer or its Affiliates that reside in the Software.
1.3 "Customer Data" means personal data regarding Customer's or its Affiliates' Users which is uploaded to the
Software pursuant to this Agreement.
1.4 "Confidential Information" means any non-public information of Cornerstone or Customer and their
respective Affiliates and subcontractors disclosed by either party to the other party, either directly or indirectly, in writing,
orally or by inspection of tangible objects, or to which the other party may have access, which a reasonable person would
consider confidential and/or which is marked "confidential" or "proprietary" or some similar designation by the disclosing
party. Confidential Information shall not, however, include the existence of the Agreement or any information which the
recipient can establish: (i) was or has become generally known or available or is part of the public domain without direct or
indirect fault, action, or omission of the recipient; (ii) was known by the recipient prior to the time of disclosure, according to
the recipient's prior written documentation; (iii) was received by the recipient from a source other than the discloser, rightfully
having possession of and the right to disclose such information; or (iv) was independently developed by the recipient, where
such independent development has been documented by the recipient.
1.5 "Documentation" means the standard online functional documentation available for the Software.
1.6 "Order" means a purchase made by Customer hereunder in an order, schedule, statement of work,
addendum, or amendment signed by both parties.
1.7 "Services" means any services rendered by Cornerstone to Customer, including, but not limited to: (i) hosting
and making available the Software; (ii) hosting, delivery, and/or distribution of elearning content; (iii) provision of technical
support for the Software; and/or (iv) consulting, assistance or training services, each as specified on an Order.
1.8 "Software" means (i) any and all of Cornerstone's and its Affiliates' proprietary web-based applications,
including, without limitation, all updates, revisions, bug-fixes, upgrades, and enhancements thereto; and (ii) application
functionality and elearning content provided by Cornerstone and/or Cornerstone-contracted third parties.
1.9 "Third Party" means any party that is not either of the parties, its Affiliates, applicants, employees,
shareholders, directors, officers, contractors, customers, or Users.
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1.10 "User" means an individual with credentials issued by Customer to log on to the Software and with a
designation of "active" unless otherwise described in the applicable Order. Users may be employees or non-employees.
2. Rights; Usage. In accordance with the terms and conditions of the Master Agreement, Cornerstone gives Customer
the non-transferable and non-assignable right for the duration of applicable Orders to use, and to permit its and its Affiliates'
Users to use, the Software items listed therein on a non-exclusive basis via the Internet, subject to the maximum quantities
set forth therein. Cornerstone may review Customer's compliance with the terms of each Order and, for clarity, reserves the
right to charge for any quantity overages.
3. Use Restrictions. The Software and Services may be used only for Customer's and its Affiliates' own lawful business
purposes. Customer shall not: {a) use or deploy the Software in violation of applicable laws or this Master Agreement; {b)
store, process, publish or transmit any threatening, infringing or offensive material, or material that constitutes a security risk
or a violation of any party's privacy, intellectual property or other rights; {c) if Customer has any operations or users in the
United States, upload any Protected Health Information subject to the Health Insurance Portability and Accountability Act
{"HIPAA") to the Software; {d) resell any Software or Services or operate a service bureau, outsource, rent, sublicense or use
in a time-sharing capacity except as expressly permitted by Cornerstone; {e) create any derivative works based upon the
Software; {f) reverse engineer, reverse assemble, decompile or otherwise attempt to derive source code from the Software or
any part thereof {except to the extent that such restriction is not permitted under applicable law); (g) upload any data not
required to use the Software as generally intended; {h) make any Software or Services available to any unauthorized parties;
{i) perform penetration or similar tests {for example, network discovery, port and service identification, vulnerability scanning,
password cracking or remote access testing) on the Software or Services; or {j) publicly release the results of benchmark tests
or other comparisons of any Software or Services with other software, services, or materials. Customer will be responsible for
Users' compliance with the Master Agreement and liable for Users' breach thereof. In the event of a breach of any of the
foregoing prohibitions, provided Cornerstone has issued a written notice describing the breach in reasonable detail and has
given Customer the opportunity to cure the breach within thirty {30) days of receiving said notice, Cornerstone reserves the
right to suspend access to the Software, to the extent and for so long as reasonably necessary, to prevent harm to Cornerstone,
Customer, other Customers, and/or Cornerstone's partners, vendors and suppliers with such notice as may be reasonable in
the context of the prospective harm. Customer will ensure that it has obtained all necessary consents and approvals for
Cornerstone to access Customer Data for the purposes permitted under this Master Agreement. Upon expiration or
termination of this Agreement, Customer shall cease using all Software and Services.
4. Privacy and Security. Cornerstone will: {a) according to ISO 27001 and 27701 {or successor/equivalent) standards and
solely its own security policies, maintain appropriate safeguards for protection of Customer Data, including regular back-ups,
security and incident response protocols, and application and infrastructure monitoring; {b) process Customer Data in
accordance with the parties' then-current data processing agreement, and applicable data protection laws and regulations to
which it is subject; and {c) not access, modify, or disclose Customer Data, except as compelled by law, to prevent or address
service or technical issues, or if otherwise permitted by Customer. Customer may retrieve Customer Data any time during the
term of the Agreement. If requested, at a scope and price to be agreed, Cornerstone will assist with such data retrieval.
5. Support. Cornerstone shall provide the technical support stated in the applicable Order. Only the number of
administrators set forth in the applicable support package description {i.e., not all Users) who have completed the requisite
training may contact Cornerstone for support. Customer agrees to promptly provide Cornerstone with sufficient
documentation, data and assistance with respect to any reported errors, and to reasonably cooperate with Cornerstone, in
order for Cornerstone to comply with its support obligations hereunder. In no event shall Cornerstone be responsible or liable
for any errors, bugs or other problems contained in or originating from hardware or software not provided by Cornerstone.
Should use of the Software result in denial of service {DoS) with respect to the Software, Cornerstone may disable the
implicated Customer Content and/or suspend access to the Software only if and for so long as necessary to restore service.
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6. Fees and Payment; Taxes.
6.1 Customer will be invoiced for fees according to the applicable Order. Payment of fees will be due as stated on
the applicable Order, and if the Order is silent upon 30 days of date of invoice. Except where otherwise stated, all fees set
forth in an Order are in U.S. dollars and must be paid in the currency set forth in the Order. In addition, following notice and
a reasonable time to cure, Services are subject to suspension for failure to timely remit payment.
6.2 Customer will pay any sales, value-added or other similar taxes imposed by applicable law that Cornerstone
must pay based on the Services, except for taxes based on Cornerstone's income. Fees for Services listed in an Order are
exclusive of taxes and expenses. Notwithstanding the foregoing, prior to Customer's execution of any Order Customer may
provide Cornerstone with a valid tax exemption certificate or direct pay permit acceptable to the applicable taxing authorities
to allow the issuance of invoices to Customer without the applicable tax. In the event that Customer is legally required to
withhold income tax from any payments to Cornerstone under this Agreement, Cornerstone shall provide Customer with a
valid tax residency certification as required under any double taxation treaty then in effect to reduce or eliminate the income
tax to be withheld from these payments. Customer shall withhold tax at the applicable rate in effect as of the date of payment
and shall provide to Cornerstone on a timely basis valid documentation evidencing payment of the tax withheld to the
applicable tax authority.
7. Term and Termination.
7.1 Term. Unless otherwise specified, the term of this Agreement runs from the Effective Date through the
expiration or termination of all Orders.
7.2 Termination for Cause. Either party may immediately terminate this Agreement ifthe other party materially
breaches the Agreement, and, where capable of remedy, such breach has not been materially cured within thirty (30) days of
the breaching party's receipt of written notice describing the breach in reasonable detail.
8 Confidentiality. Each of the parties agrees: (i) not to disclose any Confidential Information to any third parties except
as mandated by the California Public Records Act (California Government Code Section 7920.000 et seq.), the California Civil
Discovery Act (California Code of Civil Procedure Section 2016.010 et seq.), and other applicable law and except to those
Affiliates and subcontractors of either party providing or accessing Services hereunder who agree to be bound by
confidentiality obligations no less stringent than those set forth in this Master Agreement; (ii) not to use any Confidential
Information for any purposes except carrying out such party's rights and responsibilities under this Agreement; and (iii) to
keep the Confidential Information confidential using the same degree of care such party uses to protect its own confidential
information; provided, however, that such party shall use at least reasonable care. These obligations shall survive termination
of this Agreement. If either party breaches any of its obligations with respect to confidentiality or the unauthorized use of
Confidential Information hereunder, the other party shall be entitled to seek equitable relief to protect its interest therein,
including but not limited to, injunctive relief, as well as money damages.
9 Intellectual Property. As between the parties, (i) Customer retains all proprietary and intellectual property rights, title
and interest in and to Customer Data and Customer Content and (ii) Cornerstone, its Affiliates and suppliers will and do retain
all proprietary and intellectual property rights, title and interest in and to the Software and Services.
10 Intellectual Property Indemnification.
10.1 Indemnification by Cornerstone. Cornerstone shall indemnify, defend, and hold harmless Customer from and
against any and all Third Party claims and causes of action, as well as related losses, liabilities, judgments, awards, settlements,
damages, expenses and costs (including reasonable attorney's fees and related court costs and expenses) (collectively,
"Damages") incurred or suffered by Customer which directly relate to or directly arise out of the violation or infringement of
any third-party intellectual property rights by Customer's authorized use of the Software. The foregoing provisions of this
DocuSign Envelope ID: F0F073DA-A152-4D10-BD47-3CC1EC7A77F6
Section shall not apply to the extent the Damages relate to or arise out of: (i) Customer Data; (ii) Customer Content; or (iii)
unauthorized use and/or alteration of the Software by Customer and/or its Users.
10.2 Indemnification by Customer. Customer shall indemnify, defend, and hold harmless Cornerstone from and
against any and all Damages incurred or suffered by Cornerstone which directly relate to or directly arise out of the violation
or infringement of any third-party intellectual property rights by Customer Data or Customer Content. The foregoing
provisions of this Section shall not be applicable to the extent the Damages relate to or arise from Cornerstone's use of
Customer Data or Customer Content in violation of this Agreement.
10.3 Indemnification Procedures. To obtain indemnification, indemnitee shall: (i) give written notice of any claim
promptly to indemnitor; (ii) give indemnitor, at indemnitor's option, sole control of the defense, including selection of defense
counsel, expert witnesses (if any), and settlement of such claim, provided that indemnitor may not, without the prior consent
of indemnitee (not to be unreasonably withheld), settle any claim unless it unconditionally releases indemnitee of all liability;
(iii) provide to indemnitor all available information and assistance; and (iv) not take any action that might compromise or
settle such claim.
10.4 Infringement Cures. Should the Software or any part thereof become, or in Cornerstone's reasonable opinion
be likely to become, the subject of a claim for infringement of a third party intellectual property right, then Cornerstone shall,
at its sole option and expense: (i) procure for Customer the right to use and access the infringing or potentially infringing
item(s) of the Software ("Affected Software") free of any liability for infringement; or (ii) replace or modify the Affected
Software with a non-infringing substitute otherwise materially complying with the functionality of the replaced system; or (iii)
if neither of the foregoing is reasonably practicable, terminate the right to use and access the Affected Software and refund
unused prepaid fees. However, in the event Cornerstone exercises option (iii), Cornerstone shall provide Customer with 90
days of use and access to the Affected Software prior to termination. In the event Customer suffers any direct Damages due
to the inability to use the Affected Software as a result of any infringement claim, other than Damages incurred under Section
10.1 and notwithstanding Section 12.1, Customer's Damages shall be limited to three times (3x) the fees paid or payable by
Customer to Cornerstone for the twelve-month period immediately preceding the infringement claim.
10.5 Exclusive Remedies. The remedies set forth in this Section shall be exclusive with respect to any infringement
claim hereunder.
11 Warranties.
11.1 Each party represents and warrants to the other party that, as of the date hereof: (i) it has full power and
authority to execute and deliver the Agreement; (ii) the Agreement has been duly authorized and executed by an appropriate
employee of such party; (iii) the Agreement is a legally valid and binding obligation of such party; (iv) its execution, delivery
and/or performance of the Agreement does not conflict with any agreement, understanding or document to which it is a
party; and (v) it will not introduce into the Software any virus, worm, Trojan horse, time bomb, or other malicious or harmful
code.
11.2 Cornerstone warrants that the Software will perform substantially in material accordance with the Agreement
and applicable Documentation regarding existing functionality provided by Cornerstone; no new or different functionality is
promised hereunder.
11.3 In the event of a breach of the warranty set forth in Section 11.2, Customer's sole and exclusive remedy will
be that Cornerstone shall, upon receipt of written notice of breach, make diligent efforts to become compliant with the
warranty set forth in Section 11.2, and if Cornerstone does not do so within a reasonable period of time given the implications
of the Software on the Customer's payroll capabilities, Customer will be entitled to terminate this Agreement. In the event
Customer terminates under this section of the Agreement and notwithstanding Section 12.1, Cornerstone's maximum
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aggregate liability shall be increased to three times (3x) the fees paid or payable by Customer to Cornerstone for the twelve-
month period immediately preceding the termination.
11.4 TO THE EXTENT PERMITTED BY APPLICABLE LAW, CORNERSTONE DISCLAIMS ALL OTHER WARRANTIES,
EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE OR TRADE
PRACTICE. CORNERSTONE DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE.
12 Liability.
12.1 Liability Cap. EXCEPT FOR (i) A PARTY'S INTELLECTUAL PROPERTY INDEMNIFICATION OBLIGATIONS; (ii) A
PARTY'S WILLFUL MISCONDUCT; OR (iii) LIABILITY WHICH CANNOT BE LIMITED BY APPLICABLE LAW, EACH PARTY'S MAXIMUM
AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT, REGARDLESS OF THE THEORY OF LIABILITY, WILL
BE LIMITED TO THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER TO CORNERSTONE HEREUNDER FOR THE TWELVE-MONTH
PERIOD IMMEDIATELY PRECEDING THE DATE THE CAUSE OF ACTION AROSE. THE EXISTENCE OF MORE THAN ONE CLAIM SHALL
NOT EXPAND SUCH LIMIT. THE PARTIES ACKNOWLEDGE THAT THE FEES AGREED UPON BETWEEN CUSTOMER AND
CORNERSTONE ARE BASED IN PART ON THESE LIMITATIONS, AND THAT THESE LIMITATIONS WILL APPLY NOTWITHSTANDING
ANY FAILURE OF ANY ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. THE FOREGOING LIMITATION SHALL NOT APPLY TO A
PARTY'S PAYMENT OBLIGATIONS UNDER THE AGREEMENT.
12.2 Exclusion of Consequential Damages. NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, SPECIAL, PUNITIVE,
INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFITS, LOST REVENUE, LOST
BUSINESS OPPORTUNITIES, LOSS OF DATA, INTERRUPTION OF BUSINESS, PROVIDING REPLACEMENT SOFTWARE (EXCEPT AS
SET FORTH IN SECTION 10.4 "INFRINGEMENT CURES"), ARISING OUT OF OR RELATING TO THIS AGREEMENT, REGARDLESS OF
THE THEORY OF LIABILITY, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
13. Communications. Neither party shall issue any press release using the name of the other party as a customer or
provider without the other party's consent.
14. Miscellaneous Provisions.
14.1 Governing Law; Jurisdiction. This Agreement will be governed by and construed in accordance with the laws
of the State of California and the federal laws of the United States of America, without regard to conflict of law principles.
Cornerstone and Customer agree that any suit, action or proceeding arising out of, or with respect to, this Agreement or any
judgment entered by any court in respect thereof shall be brought exclusively in the state or federal courts of the State of
California located in the County of San Diego, and each of Cornerstone and Customer hereby irrevocably accepts the exclusive
personal jurisdiction and venue of those courts for the purpose of any suit, action or proceeding.
14.2 Force Majeure. Neither party shall be liable to the other for any delay in, or failure of performance, of any
requirement included in this Agreement caused by force majeure. The existence of such causes of delay or failure shall extend
the period of performance until after the causes of delay or failure have been removed provided the non-performing party
exercises all reasonable efforts to perform. Force majeure is defined as acts of God, war, fires, explosions, hurricanes, floods,
earthquake, failure of the internet, or any other causes that are beyond the reasonable control of either party and that by
exercise of due foresight such party could not reasonably have been expected to avoid, and which, by the exercise of all
reasonable efforts, such party is unable to overcome.
14.3 Counterparts. The Agreement and Orders may be executed in any number of counterparts and electronically,
each of which shall be an original but all of which together shall constitute one and the same instrument.
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14.4 Entire Agreement. This Agreement contains the entire understanding of the parties in respect of its subject
matters and supersedes all prior agreements and understandings (oral or written) between the parties with respect to such
subject matters. Orders, data processing addenda, standard contractual clauses, schedules, and exhibits hereto constitute a
part hereof as though set forth in full herein. Purchase orders or policies submitted by Customer are for Customer's internal
administrative purposes only, and the terms and conditions contained in those purchase orders or policies will have no force
and effect. Any modification, amendment, or addendum to this Agreement must be in writing and signed by both parties.
14.5 Assignment. Neither party may assign this Agreement or any of its rights, obligations, or benefits hereunder,
by operation of law or otherwise, without the other party's prior written consent. Subject to that restriction, this Agreement
will be binding on, inure to the benefit of, and be enforceable against the parties and their respective successors and permitted
assigns.
14.6 No Third-Party Beneficiaries. The representations, warranties and other terms contained herein are for the
sole benefit of the parties hereto and their respective successors and permitted assigns, and shall not be construed as
conferring any rights on any other persons.
14. 7 Statistica I Data. Without limiting the confidentiality rights and intellectua I property rights protections set forth
in this Agreement, Cornerstone has the perpetual right to use aggregated, anonymized, statistical data ("Statistical Data")
derived from the operation of the Software, and nothing herein shall be construed as prohibiting Cornerstone from utilizing
the Statistical Data for product optimization, improving Customer experience and other internal business and/or operating
purposes, provided that Cornerstone does not share with any third party Statistical Data which reveals the identity of
Customer, Customer's users, or Customer's Confidential Information.
14.8 Suggestions. Cornerstone shall have a royalty-free, worldwide, perpetual, irrevocable license to use or
incorporate into the Software and Services any suggestions, ideas, enhancement requests, feedback, recommendations, or
other information provided by Customer or its users relating to the operation of the Software and Services.
14.9 Third-Party Applications and Service Providers.
14.9.1 External Applications. Cornerstone shall not be responsible for Customer's access to, or operation of,
third-party applications purchased separately by Customer from a third party, including without limitation those that
may be capable of interoperating with the Software.
14.9.2 Optional Features. Cornerstone's Software may include certain optional features provided by third
parties ("Optional Features"). A list of such Optional Features, including information regarding the security, privacy,
and/or support policies of those third parties, is available upon request.
14.9.3 Service Providers. Cornerstone has certified a select group of third-party service providers that
implement, configure, and/or administer Software ("Certified Consultants"). A list of Certified Consultants is available
upon request. Customer may not permit any non-Certified Consultant to implement and/or configure Software. None
of the warranties or support obligations hereunder shall apply to any Software implemented or configured by any
non-Certified Consultant.
14.10 Trade Controls. Customer understands that use of the Software and Services is subject to export controls,
trade and economic sanctions, and anti-boycott laws and regulations to which the parties or Software and Services may be
subject. Customer shall not, and shall not permit users of the Software and Services to, access or use the Software or Services
in violation of any such laws and regulations, including, without limitation, the Export Administration Regulations maintained
by the U.S. Department of Commerce, and the trade and economic sanctions maintained by the U.S. Treasury Department's
Office of Foreign Assets Control.
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14.11 Notices. Any notice required under this Agreement shall be provided to the other party in writing which may
include by email.
14.11.1 If Customer has a legal dispute with Cornerstone or wishes to provide a notice under the
Indemnification Section of this Agreement, or if Customer becomes subject to insolvency or other similar legal
proceedings, Customer will promptly send written notice to the address specified in Section 14 "Notices" of the
Agreement attention: Legal Department with a cc: to legalnotices@csod.com.
14.11.2 Cornerstone may give general notices applicable to all of its customers by means of a notice on the
portal for the Services, and notices specific to Customer by email to Customer's email address on record in our account
information and by written communication sent by first class mail to the address specified in Section 14 "Notices" of
the Agreement.
14.12 Severability. If any provision of this Agreement is held by a court or arbitrator of competent jurisdiction to be
contrary to law, such provision shall be changed by the court or by the arbitrator and interpreted so as to best accomplish the
objectives of the original provision to the fullest extent allowed by law, and the remaining provisions of this Agreement shall
remain in full force and effect.
14.13 Independent Contractors. Customer and Cornerstone are independent contractors, and nothing in this
Agreement shall create any partnership, joint venture, agency, franchise, sales representative or employment relationship
between Customer and Cornerstone. Each party understands that it does not have authority to make or accept any offers or
make any representations on behalf of the other. Neither party may make any statement that would contradict anything in
this Section.
14.14 Waiver. No failure or delay on the part of either party in exercising any right, power or remedy under this
Agreement shall operate as a waiver, nor shall any single or partial exercise of any such right, power or remedy preclude any
other or further exercise or the exercise of any other right, power or remedy.
14.15 Survival. Sections ofthe Agreement intended by their nature and content to survive termination or expiration
of the Agreement shall so survive.
14.16 Cloud Services Terms. Cornerstone's hosted services shall additionally be subject to the terms of the Cloud
Services Terms attached to this Master Agreement as Addendum A.
Page1 of 3
Addendum Ato Exhibit B
CLOUD SERVICES TERMS
Cornerstone
will provide hosting services in connection with the Software and pursuant to the existing Agreement between the parties for the Software
1. Additional Definitions. Any term not otherwise defined herein shall have the meaning provided it in the Agreement.
(a)Emergency Maintenance means downtime of the Software due to the application of urgent patches or fixes, or other urgent
Cornerstone will make
commercially reasonable efforts to give Customer prior notice of any Emergency Maintenance, which notice may be provided via
telephone or email. Where practical, Cornerstone will make commercially reasonable efforts to perform Emergency Maintenance during
off-peak business hours.
(b)End of Service
will be disabled.
(c)End of Support means the period after support services ends for a given Version.
(d)Extended Maintenance shall be as described in Section 5(e) below.
(e)Recovery Point Objective (RPO) means the maximum transactional User activity that could be lost should the primary facility
be destroyed.
(f)Recovery Time Objective (RTO) means the maximum amount of
(g)Scheduled Maintenance
and any other maintenance for which Customer is given at least forty-eight (48) hours advance notice, which notice may be provided via
telephone, email, and/or community portal. As part of the Scheduled Maintenance Cornerstone may perform maintenance on some or all
of the Software in order to upgrade hardware or software that operates or supports the Software, implement security measures, or address
any other issues Cornerstone deems appropriate for the continued operation of the Software.
(h)Version means any major version of the Software designated by a version number (e.g., 18.1, 18.2, or 19.0).
2. Cloud Services.
(a)Cornerstone will host the Software and any applicable professional services deliverable used in conjunction with the Software.
(b)Any production environment outage is treated as a high priority event for which Cornerstone will engage in commercially
reasonable recovery efforts to resolve promptly. Non-production environments are supported on a 5 days x 10 hours per day basis (limited
to weekdays), and any outage shall be recovered on a commercially reasonable effort basis.
(c)In addition, at own expense and assistance, Customer may access the Software once every
five (5) minutes for purposes of monitoring its availability or functionality, but may not monitor the Software for any other benchmarking
or competitive purposes.
(d)
If at any time Customer exceeds the Storage Allowance, Customer must purchase additional storage within 60 days of such
overage. Cornerstone reserves the right to delete any excess data stored by Customer in the event that Customer does not purchase
the aforesaid additional storage. Note that there is no charge for storage used by platform data or code.
(e)Cornerstone reserves the exclusive right to enforce a fair usage policy regarding content storage. Fair use shall be defined as
.
Customer shall not use the Software in manner inconsistent with typical service usage patterns and agrees to exercise reasonable care
with regards to content storage.
(f)Cornerstone shall provide Customer with a secure transport mechanism for the receipt of any sensitive files.
(g)Cornerstone will maintain the Software at a reputable hosting facility, where it is subject to commercially reasonable security
DocuSign Envelope ID: F0F073DA-A152-4D10-BD47-3CC1EC7A77F6
,., O cornerstone + sumtotal.,
This document sets forth the additional terms and conditions under which the Cornerstone entity on the applicable Order ("
(the "Agreement").
maintenance, recommended by Cornerstone's vendors, that is performed outside of Scheduled Maintenance.
Customer's
")
means the date as of which access to a specific Version of the Software in Cornerstone's cloud environment
time to resume access to Customer's environment at
Cornerstone's alternate data center facility.
means any maintenance performed during Cornerstone's then current standard maintenance windows
Customer's without Cornerstone's
Cornerstone will provide data storage according to the initial Order and any subsequent supplemental Orders the ("Storage
Allowance").
reasonable usage of the Software in support of Customer's business and relevant to the services being provided by Cornerstone
Page2 of 3
precautions to prevent unauthorized access to the Software. Maintenance of Customer Data and procedures relating to such maintenance
shall comply with industry standards for the type of information maintained. However, Customer acknowledges that, notwithstanding
such security precautions, use of or connection to the Internet provides the opportunity for unauthorized third parties to circumvent such
precautions and illegally gain access to the Software and/or Customer Data.
(h)
certification held by Cornerstone upon written request by Customer up to one time per calendar year.
3. Cornerstone Responsibilities
(a)In connection with the Software, Cornerstone will provide and maintain all third party software and hardware (such as servers)
reasonably necessary to operate the Software.
(b)Cornerstone will provide and maintain vendor supported versions of all necessary hardware and software, telecommunications
hardware and software, security software and other software that is reasonably necessary to operate and maintain the Software.
(c)Should a disaster be declared Cornerstone
within
All subscription fees will continue to apply while the
alternative site is being utilized. There is no customer-specific recovery testing as part of the standard service.
4. Service Availability.
(a)Service Availability. Cornerstone shall make reasonable efforts to provide production environment service availability of 99.5%
y
Maintenance, force majeure events (as described in the Agreement), or any suspension by Cornerstone as a result of Customer
of the use restrictions or non-payment, as set forth in the Agreement. For this purpose, and to enable Cornerstone to troubleshoot
problems as necessary, Cornerstone uses an administrator account on each Customer environment. If the Software fails to respond to
ated as a
percentage by dividing the number of minutes the Software is available during the applicable month by the number of total minutes in the
month, excluding in all cases the aggregate of the number of minutes the Software is unavailable due to Scheduled Maintenance,
Customer Error Incidents, Emergency Maintenance, force majeure events, and any suspension by Cornerstone as a result of
violation of the use restrictions or non-payment, as set forth in the Agreement. An interruption in the Software shall not be considered a
breach if: (i) Cornerstone promptly takes all reasonable steps to restore the Software, or (ii) the
interruption in Software results from a force maje
use restrictions or non-payment, as set forth in the Agreement.
(b)Remedy for Failure to Achieve Service Availability.
Availability during a given calendar month. In the event that the Service Availability was not met in a given month, Cornerstone will provide
Customer with a Service Credit (as set forth in the table below) up to a maximum of 50% of the fees for any given month; subject to the
terms set forth in this Section.ility, Customer must request
such Service Credit in writing no later than the last business day of the calendar month following the month of the unavailability giving
Any Service Credit due hereunder will be applied to The Service
Cornerstone to meet the Service Availability.
s breach
as permitted in the Agreement, Cornerstone shall refund all outstanding Service Credits to Customer.
Service Availability Service Credit
(Percentage of the fees for
a particular month)
98.5%-99.49%5%
97.5%-98.4%10%
95.5%-97.4%15%
93.5%-95.4%30%
93.4%or less 50%
DocuSign Envelope ID: F0F073DA-A152-4D10-BD47-3CC1EC7A77F6
,., O cornerstone + sumtotal.,
Cornerstone shall provide Customer with Cornerstone's AT 101 SOC 2 audit certification or any other relevant audit or
Cornerstone's standard disaster recovery service is included in Customer's fees.
will make every reasonable effort to resume access to Customer's environment at Cornerstone's alternate data center facility
Cornerstone's RTO of 2 days. The standard service includes an RPO of 1 day.
measured on a monthly basis ("Service Availability"), not including Scheduled Maintenance, Customer Error Incidents, Emergenc
's violation
Cornerstone's automated testing, then Cornerstone uses manual testing to confirm such failure. Service Availability is calcul
Customer's
of Cornerstone's obligations hereunder
ure event or any suspension by Cornerstone as a result of Customer's violation of the
At Customer's request, Cornerstone will calculate Customer's Service
To obtain a Service Credit for Cornerstone's failure to meet the Service Availab
rise to Customer's Service Credit request. In the event of a conflict between the data in Customer's records and Cornerstone's records,
Cornerstone shall consider Customer's records and evaluate the accuracy of Customer's records before determining whether
Cornerstone's records will prevail. Customer's next billing invoice.
Credit offered in this Section shall be Customer's sole and exdusive remedy for any failure of
Any unused Service Credits shall expire upon termination of the Agreement, or if the Agreement is terminated for Cornerstone'
Page3 of 3
(c)If Customer engages in activity that is not a legitimate use of the Software, such as security penetration tests, stress tests,
spamming activity, or any other activity for which the Software is not intended, and such activity affects other customers of Cornerstone,
ainst the
above Service Availability measure.
(d)
within a reasonable period of time.
5. End of Life.
(a)Cornerstone will provide support services (and maintenance if applicable) for each Version of the Software for a minimum of two
years after the official production release of that Version. Cornerstone will provide written notification to Customer twelve (12) months
before the effective date of End of Support. If the effective date of End of Support occurs before the conclusion of the existing Agreement
term, Customer shall not be liable for any increase in fees associated with either upgrading to the New Version Release or Extended
Maintenance fees for the duration of the Agreement term, whichever Cornerstone prefers,
(b)As of the End of Support date there will be a) no product patches provided for that Version, and b) no Service Availability in
effect.
(c)Cornerstone will declare Version(s) of the Software End of Service no sooner than three (3) years after the official production
release of the Software. Cornerstone will provide written notification to Customer twelve (12) months before the effective date of End of
Service. If the effective date of End of Support occurs before the conclusion of the existing Agreement term, Customer shall not be liable for
any increase in fees associated with either upgrading to the New Version Release or Extended Maintenance fees for the duration of the
Agreement term, whichever Cornerstone prefers,
(d)Cornerstone, at its sole discretion, may offer Extended Maintenance for an additional fee. This extended support program would
reinstate support, subject to (e) below, for the period between the End of Support and End of Service.
(e)Extended Maintenance allows for the continued support of the version of the Software supported by Extended Maintenance. If
at any time during the Maintenance Term, Customer should fail to stay on an up-to-date version of the Software, as set forth in the
applicable Order, Customer may obtain Extended Maintenance on a pro-rated basis until such time that Customer has upgraded to the
most current New Version Release. Customer has the option to contract for Extended Maintenance should Customer choose to remain
on an out-of-date version of the Software. If Extended Maintenance is no longer available for the version of the Software that is being
utilized, Customer must upgrade from the unsupported version of the Software to the most current New Version Release.
(f)For the avoidance of doubt, all referenced dates are relative to the official production release of the Software only. Contract
execution dates and/or go-live dates have no impact any timelines referenced herein. All current dates, including initial production, End
Version: June 2, 2023
DocuSign Envelope ID: F0F073DA-A152-4D10-BD47-3CC1EC7A77F6
,., O cornerstone + sumtotal.,
Cornerstone may shut down Customer's Software until such activity ceases, with such service interruption not being counted ag
Notwithstanding the aforementioned, Section 11 . "Warranties" applies in the event Cornerstone cannot restore the Software
of Support, and End of Service can be found at Cornerstone's current Customer Community web site.
Administrative Services
Information Technology
1635 Faraday Ave.Carlsbad, CA 92008 442-339-2450 t
Memorandum
May 14, 2024
To:Geoff Patnoe, Assistant City Manager
From:Doug Kappel, IT Enterprise Applications Manager
Via:Maria Callander, Director of IT
Laura Rocha, Deputy City Manager, Administrative Services
Re:Cornerstone OnDemand Workforce Management Suite Hosted Services
Agreement
This memorandum provides an explanation of the Cornerstone OnDemand Workforce
Management Suite Hosted Services Agreement.
Purpose of Amendment
The Cornerstone OnDemand agreement continues the annual maintenance, licensing, and
support for the SumTotal Workforce Management Suite for an additional year at a cost of
$62,278.45 with the option to extend for three additional one-year terms. The SumTotal
Workforce Management Suite is used by the city for time and attendance, management of
leave of absences, and project cost accounting.
The previous agreement term ended on March 30, 2024 but due to the recent purchase of
SumTotal (the previous vendor for Workforce Management Suite) by Cornerstone the
negotiations for this new agreement were delayed in order to reflect the change.
Budget Impact
The amount for the additional year of annual maintenance, licensing, and support included in
the agreement will be funded by the Fiscal Year 23-24 IT Department Operations Budget.
Attachment: A - Cornerstone OnDemand Workforce Management Suite Hosted Services
Agreement
cc: Brent Gerber, IT Dept. Senior Management Analyst
DocuSign Envelope ID: F0F073DA-A152-4D10-BD47-3CC1EC7A77F6
{city of
Carlsbad
Doug Kappel, IT Enterprise Appli~ions Manager
Maria Callander, Director of IT
Laura Rocha, Deputy City Manager, Administrative Services i~
Cornerstone OnDemand Workforce Management Suite Hosted Services
Contractors
Attachment Code: D600252 Certificate ID: 18226034
Additional Insured -Automatic -Owners, Lessees Or ®
ZURICH
Policy No. Eff. Date of Pol. Exp. Date of Pol. Eff. Date of End. Producer No. Add'I. Prem Return Prem.
CPO 0162754-07 1/1/2024 10/15/2024 1/1/2024 11918-000 ----
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
Named Insured: Cornerstone Ondemand, Inc.
Address (including ZIP Code):
1601 CLOVERFIELD BLVD
STE 620
SANTA MONICA CA 90404-4178
This endorsement modifies insurance provided under the:
Commercial General Liability Coverage Part
A. Section II -Who Is An Insured is amended to include as an additional insured any person or organization whom you
are required to add as an additional insured on this policy under a written contract or written agreement. Such
person or organization is an additional insured only with respect to liability for "bodily injury", "property damage" or
"personal and advertising injury" caused, in whole or in part, by:
1. Your acts or omissions; or
2. The acts or omissions of those acting on your behalf,
in the performance of your ongoing operations or "your work" as included in the "products-completed operations
hazard", which is the subject of the written contract or written agreement.
However, the insurance afforded to such additional insured:
1. Only applies to the extent permitted by law; and
2. Will not be broader than that which you are required by the written contract or written agreement to provide for
such additional insured.
B. With respect to the insurance afforded to these additional insureds, the following additional exclusion applies:
This insurance does not apply to:
"Bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of, or failure to
render, any professional architectural, engineering or surveying services including:
a. The preparing, approving or failing to prepare or approve maps, shop drawings, opinions, reports, surveys,
field orders, change orders or drawings and specifications; or
b. Supervisory, inspection, architectural or engineering activities.
This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the
supervision, hiring, employment, training or monitoring of others by that insured, if the "occurrence" which caused the
"bodily injury" or "property damage", or the offense which caused the "personal and advertising injury", involved the
rendering of or the failure to render any professional architectural, engineering or surveying services.
Includes copyrighted material of Insurance Services Office, Inc., with its permission.
U-GL-1175-F CW (04/13)
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Attachment Code: D600252 Certificate ID: 18226034
C. The following is added to Paragraph 2. Duties In The Event Of Occurrence, Offense, Claim Or Suit of Section IV -
Commercial General Liability Conditions:
The additional insured must see to it that:
1. We are notified as soon as practicable of an "occurrence" or offense that may result in a claim;
2. We receive written notice of a claim or "suit" as soon as practicable; and
3. A request for defense and indemnity of the claim or "suit" will promptly be brought against any policy issued by
another insurer under which the additional insured may be an insured in any capacity. This provision does not
apply to insurance on which the additional insured is a Named Insured if the written contract or written agreement
requires that this coverage be primary and non-contributory.
D. For the purposes of the coverage provided by this endorsement:
1. The following is added to the Other Insurance Condition of Section IV -Commercial General Liability
Conditions:
Primary and Noncontributory insurance
This insurance is primary to and will not seek contribution from any other insurance available to an additional
insured provided that:
a. The additional insured is a Named Insured under such other insurance; and
b. You are required by written contract or written agreement that this insurance be primary and not seek
contribution from any other insurance available to the additional insured.
2. The following paragraph is added to Paragraph 4.b. of the Other Insurance Condition of Section IV -Commercial
General Liability Conditions:
This insurance is excess over:
Any of the other insurance, whether primary, excess, contingent or on any other basis, available to an additional
insured, in which the additional insured on our policy is also covered as an additional insured on another policy
providing coverage for the same "occurrence", offense, claim or "suit". This provision does not apply to any
policy in which the additional insured is a Named Insured on such other policy and where our policy is required by
a written contract or written agreement to provide coverage to the additional insured on a primary and
non-contributory basis.
E. This endorsement does not apply to an additional insured which has been added to this policy by an endorsement
showing the additional insured in a Schedule of additional insureds, and which endorsement applies specifically to
that identified additional insured.
F. With respect to the insurance afforded to the additional insureds under this endorsement, the following is added to
Section Ill -Limits Of Insurance:
The most we will pay on behalf of the additional insured is the amount of insurance:
1. Required by the written contract or written agreement referenced in Paragraph A. of this endorsement; or
2. Available under the applicable Limits of Insurance shown in the Declarations,
whichever is less.
This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations.
All other terms and conditions of this policy remain unchanged.
Includes copyrighted material of Insurance Services Office, Inc., with its permission.
U-GL-1175-F CW (04/13)
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