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Item H1
H1 BOARD OF COUNTY COMMISSIONERS COUNTY of MONROE Mayor James K.Scholl,District 3 The Florida Keys Mayor Pro Tern Michelle Lincoln,District 2 Craig Cates,District 1 David Rice,District 4 Holly Merrill Raschein,District 5 Board of County Commissioners Meeting March 25, 2025 Agenda Item Number: III 2023-3743 BULK ITEM: No DEPARTMENT: Fire Rescue TIME APPROXIMATE: STAFF CONTACT: R.L. Colina N/A AGENDA ITEM WORDING: Approval by BOG of a new agreement with UKG Kronos Systems, LLC for Kronos (Telestaff) software and technology support services used by Monroe County Fire Rescue (MCFR) for personnel scheduling and timekeeping purposes. The total cost for the technology and support services is $76,030.00. This value covers expenses for a three (3)-year period commencing on October 1, 2024 and ending on September 30, 2027, with a flat annual rate invoiced and paid annually. The total cost indicated above also includes a one (1)-time fee for migration services from a private to a public cloud platform. ITEM BACKGROUND: Monroe County Fire Rescue(MCFR) seeks approval by BOG of a new agreement with UKG Kronos Systems, LLC for Kronos (Telestaff) software and technology support services for MCFR personnel scheduling and timekeeping purposes. The total cost is $76,030.00 for the three (3)-year period starting on October 1, 2024 and ending on September 30, 2027, and includes a one (1)-time migration fee of $2,500.00 to move the application from a private to a public cloud platform. For several years, this software has been used by MCFR, and integrated within the Monroe County Workday system, for coordination of personnel to ensure coverage of essential MCFR services, as well as streamline time-reporting for payroll purposes. UKG planned to increase its rates, in addition to its annual percentage uplift, due to its mandatory conversion from a private to a public cloud. Through effective negotiations, MCFR was able to secure a rate-lock across three (3)years that will provide continuity for those years to come and yield a cost savings across time. The payment of a flat annual rate will be invoiced and paid annually across the term of the agreement; with the first payment due immediately to cover the County's use of the platform as of October 1, 2024, and through to the end of the fiscal year. This will ensure continuous and seamless scheduling within MCFR. Therefore, the department requests that the BOG approve the contract and grant an exclusion from the competitive procurement process in the Purchasing Policy Manual, since this purchase is a sole source (single source; legacy software item). 1907 PREVIOUS RELEVANT BOCC ACTION: 12/07/22 BOCC/BOG approval and ratification of a one(1)year support services agreement with Kronos Incorporated for the Telestaff application used by Monroe County Fire Rescue(MCFR) for scheduling and time keeping purposes. The total cost is $20,996.00 for the period October 1, 2022 through September 30, 2023. INSURANCE REQUIRED: Yes CONTRACT/AGREEMENT CHANGES: A new three (3)year Software & Support Services Agreement with UKG Kronos Systems, LLC; the annual flat rate price per year is $24,510.00 (not including the $2,500 one(1)- time migration fee for FY24-25). STAFF RECOMMENDATION: Approval. DOCUMENTATION: UKG - Kronos Telestaff(FINAL LML LEGAL APPRD STAMPED)Redacted Version.pdf FINANCIAL IMPACT: Effective Date: 10/01/2024 Expiration Date: 09/30/2027 Total Dollar Value of Contract: $76,030.00 Total Cost to County: $76,030.00 Current Year Portion: $76,030.00 Budgeted: Yes Source of Funds: 141 11500 (75%), 101 11001 (15%), 404 63100 (10%) CPI: N/A Indirect Costs: N/A Estimated Ongoing Costs Not Included in above dollar amounts: N/A Revenue Producing: N/A If yes, amount: N/A Grant: N/A 1908 County Match: N/A Insurance Required: Yes, attached Additional Details: N/A 1909 AGREEMENT between MONROE COUNTY,FL and UKG KRONOS SYSTEMS,LLC for Kronos(Telestaff) Software and Tech Support Services THIS AGREEMENT is made and entered into this_ day of 202_, by and between Monroe County,a political subdivision of the State of Florida,through its Board of County Commissioners, with principal offices located at 1100 Simonton Street, Key West, FL 33040 (the "County"), the Board of Governors of the Fire and Ambulance District 1 of Monroe County, Florida, a municipal services taxing unit established under Florida law and codified in Section 22- 129, Monroe County Code of Ordinances, with a principal address being the same as the County ("BOG"), and UKG Kronos Systems, LLC, a Massachusetts limited liability company with principal offices located at 900 Chelmsford Street,Lowell,MA 01851 (the"Contractor")to provide legacy software and other support services as more specifically described in"Composite Exhibit B"—Statement of Work,attached hereto and made a part hereof. Now therefore,in exchange for good and sufficient consideration,the parties hereby agree to the following terms and conditions: 1) The Contract Documents The contract documents consist of this Agreement,and the Contractor's"Master Terms and Conditions— US Public Sector," attached and incorporated herein as "Composite Exhibit A," and the "Statement of Work," that includes the products, services, and pricing agreed upon by the parties is attached hereto and incorporated herein as "Composite Exhibit B." In the event of a conflict between the aforementioned documents, any duly executed amendment to this Agreement(in sequential order) will control, then this Agreement, and then followed by "Composite Exhibit A,"and then"Composite Exhibit B,"in that order. 2) The Work/Services The Contractor must perform all work for the County required by this Agreement, and as set forth below: a) Contractor will furnish all software,labor, materials, and equipment necessary as indicated in"Composite Exhibit B," under the terms and conditions of this Agreement and those set forth in"Composite Exhibit A." b) Contractor must comply with any and all Federal, State, and local laws and regulations now in effect enacted during the term of this Agreement, which are applicable to the Contractor, its employees, agents or subcontractors, if any, with respect to the work and services described herein. Contractor shall maintain throughout the term of this Agreement appropriate licenses, as applicable and necessary for the services provided. c) Subject to the value limitations set forth in paragraph 5, herein, the County may administratively(without Board of County Commissioner approval)order changes (add or remove) to the approved number of licenses and/or services provided by Contractor. This may be accomplished by means of an amendment hereto that supersedes or replaces the Statement of Work in "Composite Exhibit B," as long as such amendment does not add to or modify the terms and conditions provided in this Agreement. An administratively approved add-on or other modification to "Composite Exhibit B" must be accomplished by amendment executed by parties having authority. Page 1 of 12 1910 3) Contract Amount& Payment Contractor will perform contract requirements with pricing pursuant to"Composite Exhibit B,"and each year of the term described in paragraph 5,below,will be invoiced separately. Payment from the County of an undisputed invoice submitted by the Contractor will be processed within 30 business days after being stamped as received, or otherwise as provided in accordance with the Florida Prompt Payment Act, Section 218.735, Fla. Stat., as amended. County is exempt from payment of Florida State Sales and Use taxes only if Customer has provided Contractor with a valid tax exemption certificate authorized and honored by applicable taxing authorities that covers all Taxes. Additionally, the Contractor must submit invoices that are acceptable to the Monroe County Clerk and Comptroller (County Clerk). Acceptability to the County Clerk is based upon generally accepted accounting principles and such laws, rules and regulations as may govern the disbursal of funds by the County Clerk. 4) Agreement Subject to Funding The County's performance and obligation to pay under this contract is contingent upon an annual appropriation by the Board of County Commissioners. In the event that theCounty funds on which this Agreement is dependent are withdrawn,this Agreement is terminated upon ninety (90) days prior written notice to Contractor, and the County has no further obligation under the terms of this Agreement to the Contractor beyond that already incurred by the termination date.County represents that by executing an Order Form for the Service, County has received fiscal appropriations for the amounts due during the Term as indicated on such Order Form. 5) Contract Term The contract is retroactively effective as of October 1,2024,and shall continue for a period of three (3)years, and will expire at 11:59pm on September 30, 2027. "I'his contract and j rl r.111 als or N�iodilrcations thereof'.inust not exceed the total value of$100.000 witl�o�ut Lile prio d o� C oai-imissioners As used Herein the e total valrrs of 1l1C contrast plr~rs rack-wal s or Lnosliticatroris,is calcLrlated adding the value of each renewal ancl'/c rw value-added ar r ra lrxterwt a11er t o Board of Co r.r t Cornrniss;ioners' most recent pp r� rLval. 6) Independent Contractor This Agreement does not create an employee/employer relationship between the Parties. It is the intent of the Parties that the Contractor is an independent contractor under this Agreement and not the County's employee for any purposes, including but not limited to, the application of the Fair Labor Standards Act minimum wage and overtime payments, Federal Insurance Contribution Act, the Social Security Act, the Federal Unemployment Tax Act, the provisions of the Internal Revenue Code, the State Worker's Compensation Act, and the State Unemployment Insurance law. 7) Assignment and Subcontracting Contractor must not transfer or assign the performance required by this Agreement without the prior written consent of the Board of County Commissioners. Contractor may assign this Agreement in its entirety (including all Orders and Statements of Work) as part of a merger,acquisition,transfer,or sale of all or substantially all of its assets,stock or business, including to an Affiliate, so long as the assignee agrees to be bound by all of the terms and conditions of this Agreement, the Orders, and Statements of Work. In the event of an acquisition by, merger with or sale of all or substantially all of Contractor's assets to a direct competitor of County, County shall have the option to terminate this Agreement, provided that within thirty (30) days of Contractor notifying County of such merger, sale or acquisition, County provides Contractor with ninety(90)days' notice of its intent to Page 2 of 12 1911 terminate due to such inerger, sale or acquisition. 8) Data Management;Data Security Standards.Contractor must agree to,comply with the County's written demands as They apply within tile ternis, set forth in the UKG Data Processing Agreernent regarding cooperation (and any applicable financial responsibilities) for timely data breach incident jeporting, response activities/fact- gathering,public mid other govermental agency notification requirements.severity level assessuient,and after-action reporting,consistent with applicable Sections 282.3185(5)& (6), and 501.171, Fla. Stats., as arnended from finic to time. To ensure safety of personal data, Contractor must cornply with, the 2016 European Union's General Data 'Privacy Regulation (GDPR) that became effective in the European Union oil May 25, 2018, and any more recently revised version thereof as set forth in the UKG Data Processing Agreement, For anysysteiri integration between the County's network systerns andthat of the Contractor, including any uriique integration requirements of tile County's network fflurd infortriation tecluiology systems, the Contractor hereby agrees to comply with ISO/IEC 27001 for its intemal system.at a uriliftnurn. 9) Insurance Requirements. Contractor shall obtain and maintain at its own expense the insurance coverages listed within this paragraph prior to conintencing,service to this Agreement, and maintain such coverage throughout the lerril of the Agreement. All insurance requirements provided for in this Agreement shall be subject to ajinual review. Depending oil the extent of contractual obligations incurred by the,Contractor, the below insurances will be required. if the insurance policies originally purchased that meet tile requirements are canceled, terininated. or reduced in coverage, (hell the Contractor must intiriediately substitute complying policies so that no gap in coverage occurs. Upon execittion of this Agreement.Contractor shall furnish the County Certificates of Insurance indicating tire urinimuni coverage Ifillitatiolis ill the following aillounts: a) WORKEWS COMPENSATION AND EMPLOYER'S LIABILTIY INSURANCE. W`liere applicable. coverage to apply for all employees at time trinfillitirn statutory fin its as required by Florida Law. and Employee's Liability coveragebodily injury by accident, , in the anlount of 1500,000.00— _$500�QKQQ bodily injury by disease, policy limits. mid L500,000.00 bodily injury by disease, each employee. b) COMPREHENSIVE AUTOMOBILE VEHICLE LIABILITY INSUIRAINCE, Motor vehicle liability insurance, including applicable no-fault coverage, with thilits of liability of not less, than S300 000,00 per occunence. combined single limit for Bodily injury Liability wid Property Darnage Liability. If single limits are provide(L the mininitun acceptable Ifirtirs,are S10.0000,L0 per person,S,300�QW 00 per occur-rence.and S.700,000.00 property daniage. Coverage shall include all owned vehicles,all non-owned vehicles, and all hired vehicles. c) COMMERCIA.L GENERAL, LIABILITY, Commercial general liability coverage with linlits of liability of not less than S1,000,000.00 per occurrence combined single linut,and not less than—S2-,000�O00,00 in,the aggregate, for Bodily Injury Liability and Property Damage Liability, Stich coverage must include,as a urinfirturn: Premises Operations,. Products and Completed Operations. Blanket Contractual Liability,and Personal Injury Liability.An OccurTence Form policy is preferred. If coverage is provided on a Claims Made policy, its provisions should include coveara e for claims filed on or after the effective date of this contract. d) Page 3 of 12 1912 e) I F INSURANCE-Original Certificates of Insurance shall be provided to the Cotuity at the time of execution of this Agreement. Each policy certificate shall be endorsed with a provision that not less than thirty( 0)calendar days" written notice shall be provided to the Insured before any policy or coverage is canceled or restricted..The underwriter of,rich insurance shall be qualified to do business in the State of Florida. if requested by the County e durirnstrator. the insurance coverage shall be prumuy insurance with respect to the County. Failure of Contractor to comply with the insurance requirements of this section shall be cause for innuediate termination of this Agreement. MONROE COU7VTY BOARD OF COUNTY C , ' M `,l"O! '"En 1100 SIMONTON STREET Kpy 11VEST, F"LORWA 33040, i'l [T,' T BE NAMED AS ADDITIONAL tNSUWE'D ON GENERAL LIABILITY POLICIES EXCEPT 11It1tIr.E1R'S CO IIE°N ATID :.. 1 ) Indemnification& hold Harmless a) Section 8.1 of the UKG Master cervices Agreement attached herein shall be amended as follows: a.. UKG will defend Customer and Customer's respective directors,officers, and employees„ who are acting on behalf of 01stonner ("Customer Indemnified Parties")..la-onn and against any an([all third party Claims to the extent W the Services or Documentation infringe or misappropriate any registered copyright or patent, ii caused b llKC,s oss rie li cnc nvillftrl rniscoiiduct. or fr°arrd iii car,rsed by 1KC.s act or omission arrd resulting in death or rersonal bodily inita.,_621 caused InY UKG*s violat' n of Aimlicable Law, UKG will indemnify and bold harnnless the Customer Indemnified Parties against any liabilities. damages, costs, or expenses (including, witliont litintation, reasonable attorneys` fees) actually awarded by a court of applicable jurisdiction to the extent resulting horn such third party Clairnn,or as a result of C..KG's senlernent of such third party Claire, b) Except as otherwise set Ibrth in the Agreement.. nothing contained hereiii is intended.nor may it be constmed,to waive Cotnrty"s rights and inurrnnnities raider the coninion law or Section 7 8.2 , Florida Statutes. if applicable.. as amended from time to time;nor will anything included herein be construed as consent to be sued by any third parties in any matter arising out of this Agreement,Insofar as the claims, actions, causes of action. litigation. proceedings costs or expenses relate to events or circnunstauces that occur during the to rrn of this Agreement, this section will survive the expiration of the terns of t nis Agreement or any earlier terinnination of this Agreement. 11) Discriminatory Vendor List Contractor hereby acknowledges its continuous dirty to disclose to the County if the. Contractor or any of its affiliates,as defined by Section 287.1 4(l)(a),Florida Statutes.are placed on the Discriminatory Vendor Dist.Pursuant to Section 2 7.1 4(2)(a).Florida Page 4 of 12 1913 Statutes: "An entity or affiliate who has been placed on the discriminatory vendor list may not submit a bid, proposal, or reply on a contract to provide any goods or services to a public entity; may not submit a bid,proposal,or reply on a contract with a public entity for the construction or repair of a public building or public work„ may not submit bids, proposals, or replies on leases of real property to a public entity'; may not be awarded or perform work as a contractor„ supplier, subcontractor, or consultant under a contract with any public entity; and may not transact business with any public entity." 12) County Suspended Vendor List Tile eligibility of persons to bid for an award of County contract(s),or eater into a contract, may be suspended pursuant to sec. 2- 4° (1)of the Monroe County Code of Ordinances. In the event an eligible person is suspended by the County after the contract is awarded, or a. suspended person is employed to perform work (e.g. subcontractor ill a bid or contraact) pursuant to a County contract, sane shall constitute a material breach of the contract:.The County, ill its sole discretion, anay terminate the contract with no further liability to tlae contractor beyond payment of the portion of the contract price that may be due for work completed up to the date of termination. 13) Prohibition on Conflict of Interest,Gratuities,Kickbacks,and Collusion The statements contained in this paragraph are true and correct, and made with the full knowledge that Monroe County relies upon the truth of the statements contained herein in awarding the contract. a) Conflict of Interest.Contractor covenants that it presently has no interest and will not acquire any interest that would conflict in any manner or degree with the performance of services required. Each party hereto covenants that there is no conflict of interest or any other prohibited relationship between the County and itself. b) Gratuities. Contractor hereby certifies that it has not offered,given, or agreed to give any Monroe County employee a gratuity, favor, or anything of monetary value in connection with any decision, approval, disapproval, recommendation,preparation of any part of this contract. c) Kickbacks. Contractor certifies that it has not given payment, gratuity, or offer of employment to be made by or on behalf of a Sub-contractor under a contract to Contractor or higher tier sub-contractor or any person associated therewith, as an inducement of the award of a subcontract or order. d) Non-Collusion Statement. By signing this Agreement, Contractor certifies that the price proposed by Contractor was arrived at independently without collusion, consultation, or communication for the purpose of restricting competition; and no attempt has been made to induce another person or entity to submit a proposal, or not submit,for the purpose of restricting coorlpetition in the award of this contract. e) Contract Clause. The prohibitions on conflict of interest, gratuities, kickbacks, and collusion prescribed in this paragraph must be conspicuously set forth in every contract and subcontract and solicitation initiated by Contractor in its performance of this Agreement. 14) Ethics Clause pursuant to Monroe County Ordinance No.010-1990 By signing this Agreement, the Contractor warrants that he/she/it has not employed, retained or otherwise had act on his/her/its behalf any former County officer or employee in violation,of Section 2-1 4q, Monroe County Code of Ordinances, or any County officer or employee ill violation of Section 2-150, Monroe County Code of Ordinances.For breach or violation of this provision the County may.. in its discretion, terralinate this Agreement without, liability and may also, in its discretion, deduct from the Agreement or purchase price, or otherwise recover, the full amount of any fee, commission, percentage, gift, or consideration paid to the former County officer or employee pursuant to Subsection Page 5 of 12 1914 2-152(b).Monroe Courity Code of Ordinances. 15) Notice All written correspondence to the C orinty shall be dated and signed by air authorized representative of the Contractor. jUy written notices or correspondence required or contemplated under this Agreement shall be sent by U.S. Mail. certified, return receipt requested,postage pre-paid.or by cornier with proof of delivery.Notice is deeined received by Contractor when ]land delivered by national cottrier with proof of delivery or by U-S. Mail upon verified receipt or itpon the date of refusal or non-acceplatice of delivery. Notice shall be sent to the following persons: FOR COTINTY: FOR CONTRACT R; Comity Adirlinistrator EVP Chiet Legal 011tcer Monroe County --EKG,-Inc. 1100 Simonton Street,Room 2-205 900 Chelinsiord Street,Lowell.NIA 01851 Key West,FL 33040 furail I LTKGLegalLw_ukrg,com And(with copy to) Monroe County Attorney's Office I I I I 12th Street, Suite 408 Key West,FL 33040 16) Choice of Law and Venue The parties hereby agree that the only laws that apply to this Agreement are those of the State of Florida and United States of Anierica.'11re parties waive the privilege of venne and agree that all litigation between theni in the state courts will take place exclusively in the Sixteenth Judicial Circuit in and for Monroe County,Florida.and that all litiption between them in the federal courts will take place exclusively in the United StatesDiSITiCt Court ill and for the Southern District of Florida,or United States Bankruptcy Conrl for the Southern District of Florida.whenever applicable. 17) Attorney's Fees and Costs County and Contractor agree, that in the event any cause of action or at proceeding is initiated or defended by any party relative to the enforcement or interpretation of this Agreement. the prevailing party shall be entitled to reasonable attorney's fees acid costs actually awarded by a court of applicable jurisdiction to the extent such fees result from a breach of this Agreenteirt. 18) Trade Secrets Documents stibinitted by Contractor w1rich constitute trade secrets as defined in Sections 8 12.081 and 68,8,,002.Florida Statutes.as ainended from time to tune,and whicli are clearly marked, identified as per their nature or stamped as confidential by the Contractor at the tinie of submission to the County, will not be subject to public access. However.should a requestor of public records challenge Contractor's iriterpretation of the terin"trade secrets" within fifteen (15) calendar days of such challenge. Contractor must provide a separate written affidavit to the County to Support its claim that the alleged trade secrets or proprietary confidential business inforunition actually constitutes saille as defined by law. Contractor niust demonstrate the need for confidentiality of the docinuentation by showing a business,advantage or an opportunity to obtain an advantage if the doculuentation was released. Otherwise, Contractor at its own election, may seek a protective order in the Circuit Court of the Sixteenth Judicial Circuit in and for Monroe County to prevent the Comity's release of the reqnested records. Page 6 of 12 1915 19) Public Records County is a public agency subject to Chapter 119, Florida Statutes, as amended from time to time. To the extent Contractor is a Contractor acting on behalf of the County pursuant to Section 119.0701, Florida Statutes, as amended from time to time, Contractor must comply with all public records laws in accordance with Chapter 119, Florida Statutes. In accordance with state law,Contractor agrees to: a) Keep and maintain all records that ordinarily and necessarily would be required by the County in order to perform the services. b) Upon request from the County's custodian of public records, provide the County with a copy of the requested records or allow the records to be inspected or copies within a reasonable time at a cost that does not exceed the costs provided in Chapter 119, Florida Statutes, or as otherwise provided by law. c) Ensure that public records that are exempt,or confidential and exempt,from public records disclosure are not disclosed except as authorized by law for the duration of the Agreement term and following completion of the Agreement if the Contractor does not transfer the records to the County. d) Upon completion of the services within this Agreement, at no cost, either transfer to the County all public records in possession of the Contractor or keep and maintain public records required by the County to perform the services. If the Contractor transfers all public records to the County upon completion of the services,the Contractor must destroy any duplicate public records that are exempt, or confidential and exempt, from public records disclosure requirements. If the Contractor keeps and maintains public records upon completion of the services, the Contractor must meet all applicable requirements for retaining public records. All records stored electronically must be provided to the County, upon request from the County's custodian of public records, in a format that is compatible with the information technology systems of the County. IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, CONTACT THE COUNTY'S CUSTODIAN OF PUBLIC RECORDS AT: MONROE COUNTY ATTORNEY'S OFFICE, 1111 12TH STREET, SUITE 408,KEY WEST, FL 33040, EMAIL: ' OO "ON'T - FL.GOV, OR PHONE: 305-292-3470. If Contractor does not comply with this section, the County will enforce the Agreement provisions in accordance herewith and may unilaterally terminate this Agreement for convenience in accordance with state law. 20) Third Party Beneficiaries Neither Contractor nor County intends to directly or substantially benefit a third party by this Agreement. Therefore, the Parties acknowledge that there are no third-party beneficiaries to this Agreement and that no third party is or will be entitled to assert a right or claim against either of them based upon this Agreement. 21) Public Entity Crimes Statement Pursuant to Section 287.133(2)(a), Florida Statutes, as amended from time to time, Contractor hereby certifies to the best of its knowledge and belief at the time the Agreement is signed that neither it nor its affiliate(s) have been placed on the convicted vendor list following a conviction for a public entity crime. If placed on that list,Contractor agrees:to immediately notify the County and is prohibited from providing any goods or services to a Page 7 of 12 1916 public entity;it uiay not submit a bid on a contract with a public entity for the construction or repair of a public building or public work, it may not submit bids on lenses of real property to a public entity.it nnay not be awarded or perform work as a contractor.supplier,. subcontractor,or consultant snider a contract with any public enntity,and.it may not transact business with any public entity in excess of the threshold amount provided in. Section 287,017„Florida Statutes. for Category TWO($3 .000). as may be amended, for a period of thirty-six(36)months from the date of being placed on the convicted vendor list. 22) Foreign Gifts and Contracts 17he Contractor must comply with any applicable disclosure reuluireinents in Section 28 .101, Florida Statutes. Pursuant to Section 286.10l(7)(b),Florida Statutes:"I.naddition to any fine assessed under t§ 28 ,101(7)(a), Florida Statutes(,,a final order determining a shard or subsequent violation by oil entity other than a state agency or political subdivision must automatically disqualify the entity from eligibility for any grant or contract fnnumded by a state agency or any political subdivision until such ineligibility is lifted by the Administration Couimniission(Governor and Cabinet per§14.202,Florida Statutes)for good. cause." 23) Scrutinized Companies and Counties of Concern per Sections 287.135, 215.473, & 287.138,Florida Statutes Contractor hereby certifies that to the best of its knowledge and belief at tite time. tine Agreement is signed it: a) has not been placed on the Scrutinized Companies that Boycott Israel List,nor is engaged in a boycott of Israel;b)has not been placed on the Scrutinized Companies with Activities in Sudan List nor the Scrutinized Companies with Activitiesin the Iran'reirouisirn Sectors List (forunerly the Iran Petroleum Energy Sector,List); and c) has not been cngaged in btrsiness operations in Cuba or Syria. If County determines that. Contractor has falsely certified facts under this paragraph,or if Contractor is found to have been placed on a list created pursuant to Section 215.473.Florida Statutes.as aunieuded,or is engaged in a boycott of Israel after the exectitioui of this Agreement. County will have all rights and remedies to ternniinate this Agreement consistent with Section 297.135. Florida Statutes.as annnenided.4"he County reserves all right.%to waive certain requirennents of this paragraph on a case-by-case exceptiori basis pursuant to Section 287.135, Florida Statutes,as amended, Beginning January 1,202.4, tine County must not enter-into a contract that grains access to an individuual"s personal identifying information to any Foreign Couumtiy of Concern such as. People's Republic of China. the Russian Federation, the Islamic Republic of Iran. the Democratic People's Republic of Korea, the Republic of Cuba,the Venezuelan reginre off Nicol is Maduro.or the Syrian Arab Republic.unless the Contractor provides the County with an affidavit signed by an authorized representative of the Contractor. attesting that the Contractor does not meet any of the criteria in subparagraphs (2)(a)-(c) of Section 287.138. Florida Statutes, as may be anieude& Beginning.Ianamy 1, 2025. the County,must not extend or renew any contract that grants access to an individual"s personal identifying information iuiless the Contractor provides the County with an affidavit signed by an authorized representative of the Contractor, attesting that the Contractor does not meet any of the criteria in subparagraphs(2)(a)-(c)of Section 287.138,Florida Statutes,as may be amended..Violations of this Section willi result. in terntination of this Agreement and may result in adnriniistr°ative sanctions and penalties by the Office of the Attorney General of the State of Florida. .. . ___�._..... .._._. _ ..... LLU LE91NUS WIENS,LU is not owned by the governuuent of a Foreign Country of Concern, is not organized under the laws of nor has its Principal Place of Business in a Foreign Country of Concern, and the government of a Foreign Cotnntry of Concern does not have a Controlling Interest in the entity.. Page 8 of 12 1917 Under penalties of perjury, I declare that I have read the foregoing statement and that the facts stated in it are true to the best of its knowledge and belief at the time the Agreement is signed. Printed Name: John A. Butler Title: Vice President Signature: bh�7 G�, D-A— Date: March 3,2025 24) Noncoercive Conduct for Labor or Services As a nongovernmental entity submitting a proposal, executing, renewing, or extending a contract with a government entity, Contractor is required to provide an affidavit attesting to the best of its knowledge and belief at the time the Agreement is signed that Contractor does not use coercion for labor or services in accordance with Section 787.06, Florida Statutes. As an authorized representative of Contractor, I certify to the best of my knowledge and belief to the best at the time the Agreement is signed that Contractor does not use coercion for labor or services as prohibited by Section 787.06. Additionally, Contractor has reviewed Section 787.06, Florida Statutes,and agrees to abide by same. 25) Nondiscrimination The Contractor and County agree that there will be no discrimination against any person, and it is expressly understood that upon a determination by a court of competent jurisdiction that discrimination has occurred, this Agreement automatically terminates without any further action on the part of any party, effective the date of the court order. Contractor agrees to comply with all Federal and Florida statutes,and all local ordinances, as applicable, relating to nondiscrimination. These include but are not limited to: 1) Title VIl of the Civil Rights Act of 1964 (PL 88-352) which prohibits discrimination in employment on the basis of race, color, religion,sex or national origin; 2) Title IX of the Education Amendment of 1972, as amended (20 USC ss. 1681-1683, and 1685-1686), which prohibits discrimination on the basis of sex;3)Section 504 of the Rehabilitation Act of 1973, as amended (20 USC s. 794), which prohibits discrimination on the basis of disability; 4) The Age Discrimination Act of 1975, as amended (42 USC ss. 6101-6107) which prohibits discrimination on the basis of age; 5) The Drug Abuse Office and Treatment Act of 1972(PL 92-255),as amended,relating to nondiscrimination on the basis of drug abuse; 6) The Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970 (PL 91-616), as amended, relating to nondiscrimination on the basis of alcohol abuse or alcoholism; 7) The Public Health Service Act of 1912, ss. 523 and 527 (42 USC ss. 690dd-3 and 290ee-3), as amended, relating to confidentiality of alcohol and drug abuse patient records; 8) Title VIII of the Civil Rights Act of 1968 (42 USC s. 3601 et seq.), as amended, relating to nondiscrimination in the sale, rental or financing of housing; 9) The Americans with Disabilities Act of 1990 (42 USC s. 12101 Note), as may be amended from time to time, relating to nondiscrimination on the basis of disability; 10) Monroe County Code Chapter 14, Article 11, which prohibits discrimination on the basis of race, color, sex, religion, national origin, ancestry, sexual orientation, gender identity or expression, familial status or age; 11) The Pregnant Workers Fairness Act(PWFA) pursuant to 42 U.S.C. 2000gg et seq.;and 12)Any other nondiscrimination provisions in any Federal or state statutes which may apply to the parties to,or the subject matter of,this Agreement. 26) E-Verify Requirements Effective January 1, 2021, public and private employers, contractors and subcontractors must require registration with, and use of the E-verify system in order to verify the work Page 9 of 12 1918 authorization status of all newly hired employees. Contractor acknowledges and agrees to utilize the U.S. Department of Homeland Security's E-Verify System to verify the employment eligibility of- a) All persons employed by Contractor to perform employment duties within Florida during the term of the contract; and b) All persons (including subvendors/subconsultants/subcontractors) assigned by Contractor to perform work pursuant to the contract with the County. The Contractor acknowledges and agrees that use of the U.S. Department of Homeland Security's E-Verify System during the term of the contract is a condition of the contract with the County. By entering into this Agreement, the Contractor becomes obligated to comply with the provisions of Section 448.095, Florida Statutes, "Employment Eligibility," as amended from time to time. This includes,but is not limited to,utilization of the E-Verify System to verify the work authorization status of all newly hired employees, and requiring all subcontractors to provide an affidavit to Contractor attesting that the subcontractor does not employ,contract with,or subcontract with,an unauthorized alien. Contractor agrees to maintain a copy of such affidavit for the duration of this Agreement. Failure to comply with this paragraph will result in the termination of this Agreement as provided in Section 448.095, Florida Statutes, as amended, and Contractor may not be awarded a public contract for at least one (1) year after the date on which the Agreement was terminated. Upon executing this Agreement,Contractor will provide proof of enrollment in E-verify to the County upon request. 27) Prohibited Telecommunications Equipment Contractor confirms that it does not and will not use any equipment,system,or service that uses covered telecommunications equipment or services as a substantial or essential component of any system,or as critical technology as part of any system,as such terms are used in 48 CFR §§ 52.204-24 through 52.204-26. If Contractor is notified of any use or pa•ovisions of such covered telecommunications equipment, system, or services by a subcontractor at any tier or by any other source, Contractor must promptly report the information in 40 CFR § 52.204-25(d)(2) to County or Contractor will replace such subcontractor. 28) Antitrust Violations; Denial or Revocation under Section 287.137,Florida Statutes Pursuant to Section 287.137, Florida Statutes, as may be amended, a person or an affiliate who has been placed on the antitrust violator vendor list(electronically published and Updated quarterly by the State of Florida)fallowing a conviction or being held civilly liable for an antitrust violation may not saabrnit a bid, proposal, or reply for any new contract to provide any goods or services to a public entity;may not submit a bid,proposal,or reply for a new contract with a public entity for the construction or repair of a public building or public work„ may not submit a bid, proposal,or reply can new leases of real properly to a. public entity;anay not be awarded or perforan work as a contractor,supplier,saabcontractor, or constalt�ant under a new contract with a public entity;and may not transact new btasiness with a public entity. By entering this Agreement, Contractor certifies to the best ol"its knowledge and belief at the time the Agreement is signed neither it nor its affiliate(s)are on the antitrust violator vendor list at the time of entering this Agreement. False certification under this paragraph or being subsequently added to that list will result in termination of this Agreement,at the option of the County consistent with Section 287.137, Florida Statutes, as amended. 29) Merger; Amendment This Agreement constitutes the entire Agreement between the Contractor and the County, and negotiations and oral understandings between the parties are merged herein.This Page 10 of 12 1919 Agreement can be supplemented and/or amended only by a written document executed by both the Contractor and authorized designees of the County. 30) Interpretation&Joint Preparation The titles and headings contained in this Agreement are for reference purposes only and will not in any way affect the meaning or interpretation of this Agreement. It is acknowledged that each party to this Agreement had the opportunity to be represented by counsel in the preparation of this Agreement and accordingly the rule that a contract will be interpreted strictly against the party preparing same does not apply herein due to the joint contributions of both parties. 31) Severability;Waiver of Provisions Any provision in this Agreement that is prohibited or unenforceable in any jurisdiction will, as to that jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof or affecting the validity or enforceability of such provisions in any other jurisdiction.The non-enforcement of any provision by either party will not constitute a waiver of that provision nor will it affect the enforceability of that provision or of the remainder of this Agreement. 32) Signatory Authority; Counterparts and Multiple Originals Upon request, the Contractor must provide the County with copies of requisite documentation evidencing that the signatory for Contractor has the authority to enter into this Agreement. This Agreement may be executed in multiple originals, and may be executed in counterparts,each of which is hereby deemed to be an original,but all of which, taken together,constitutes one and the same agreement. [Signatures to follow] Page 11 of 12 1920 AGREEMENT between MONROE COUNTY,FL and UKG KRONOS SYSTEMS,LLC For Kronos(Telestaff)Software and Tech Support Services IN WITNESS WHEREOF,County and BOG,and Contractor have executed this Agreement as of the date first written above. CONTRACTOR: UKG KRONOS SYSTEMS,LLC By: Signature John.A.Butler,Vice President Print Name Title STATE OF MASSACHUSETTS COUNTY OF_MIDDLESEX The foregoing instrument was sworn to/afftmed and acknowledged before me by means of 0 physical presence or El online notarization, this 3rd day or March ,2025 by John A.Butler ftvskWM aka--Vice-President '=hj of UNG KRONOS SYSTEMS, LLC, a .LLC or Corporation. Het, isaeo2na ,JJ�L�,, J�or has produced 6004, (type of identification)as identification. ANN k z�% Signature of Notary Public Barbara Ann Kennedy (Print&Stamp Commissioned Name of Notary Public) �FIY ONWF. ftA H 00,04004 BOARD OF COUNTY COMMISSIONERS FOR MONROE COUNTY,FLORIDA: By- Mayor James IC Scholl BOARD OF GOVERNORS,FIRE AND AMBULANCE DISTRICT 1 OF MONROE COUNTY,FLORIDA: By Chairman Bruce Halle (Seal) Attest: Kevin Madok,Clerk ----X-s-Deputy Clerk Approved as to legal form &sufficiency: Digitally tqnod by Eve M.u evj� Eve M. Lewis Date:20215,0S 05 11:09:37 05'00' Eve M.Lewis,-Assistant County Attorney Page 12 of 12 1921 "COMPOSITE EXHIBIT A" K G Master Terms and Conditions—US Public Sector These Public Sector Master Terms and Conditions(this"'Agreement)is made between the UKG entity("UKG")and the customer entity signing this Agreement("Customer")and sets forth the terms and conditions governing Customer's use of UKG Software as a Services offerings, Equipment and other related Professional Training and Support Services that are stated on the Order or Statement of Work, including any attachments thereto. This Agreement is effective as of the date of the last Party to sign below ("Effective Date"). Capitalized terms used but not defined in this Agreement will have the meanings ascribed to them in the applicable Order or SOW. i. Services 1.1 Subscription Services. The Subscription Services will be identified in the Order. During the Initial Term and all applicable Renewal Terms defined in the Order, UKG will provide the Subscription Services to Customer and Customer may use such Subscription Services solely for its internal business purposes to manage the type and number of its employees subject to and conditioned on payment by Contractor of all fees and Customer's compliance with this Agreement, the Services Description, the Documentation, and the Order. Customer agrees that its purchases are not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by UKG regarding future functionality or features. 1.2 Support Services. UKG shall maintain a trained and knowledgeable staff capable of providing support for the Subscription Services. UKG will use commercially reasonable diligence to correct reproducible errors when reported to UKG and provide phone, email, or online support 24 hours a day/7 days a week as set forth in the UKG Support Policy located in the applicable Services Description and also available at htt s://'www.uk .com/saasasu rropolacigs end- services. UKG will also provide scheduled and periodic enhancements and modifications to the Subscription Services, including bug fixes,to correct reproducible errors reported to UKG. 1.3 Professional Services. UKG will provide the Professional Services listed in the Order,in accordance with the applicable Statement of Work.If Customer requests additional Services that were not previously identified on an Order or Statement of Work,then the Parties may need to execute additional Orders or Statements of Work. 1.4 Training Services. In connection with a Subscription Service, UKG will provide (a) live virtual training facilitated by a knowledgeable instructor and delivered remotely via a published schedule intended for (i) the core team to help key functional and technical users make informed solution design and configuration decisions and to provide fundamental product knowledge, and (ii) an application and system administrator to prepare functional and technical super users to perform their most common tasks in the solution;and(b)self-paced product training.Training cervices outside the scope of this section shall be provided by UKG as described in the Order and Statement of Work. 2. Acknowledgements 2.1 Reservation of Rights.The 'Subscription Services are provided with a limited right to use and are not sold, and UKG reserves and retains all rights not expressly granted in this Agreement. UKG1 has and shall maintain sole and exclusive ownership of all rights„ title, and interests in the Services and Documentation„ and all modifications and enhancements thereof(including ownership of all trade secrets, copyrights, trademarks, brands, and other intellectual property rights pertaining thereto).There will be no"work for hire"created as part of the Services or any deliverables owned by Customer, and all works, customizations, models, and developments created by UKG shall be considered a part of the Services. 2.2 Use Restrictions. Except as expressly provided in this Agreement, no other use of the Subscription Services is permitted. Customer may not,and may not cause or permit others to:(a)reverse engineer,disassemble,adapt,translate, or decompile the Subscription Services, including,without limitation,any third party components,or otherwise attempt to derive source code, trade secrets, or knowhow from the Subscription Services; (b) license, sell, transfer, assign, distribute, or outsource use of the Subscription Services or Documentation, or provide service bureau, data processing, or time sharing access to the Subscription Services, or otherwise use the Subscription Services to provide payroll or human resource record keeping for third parties; (c) create Internet"links"to the Subscription Services or"frame" or "mirror" the Subscription Services on any other server, or wireless or Internet-based device; (d) access or use the Subscription Services or Documentation to build or support, directly or indirectly, products or services competitive to UKG; (e)interfere with or disrupt the integrity or performance of any Subscription Services or any data contained therein; (f) attempt to gain unauthorized access to any Subscription Services or its related data, systems, or networks; or (g) remove or alter any proprietary notices or marks on the Subscription Services or Documentation. 2.3 Customer Feedback. Customer has no obligation to provide UKG with any suggestion, enhancement request, recommendation, evaluation, correction, or other feedback about the Services ("Feedback"), but if it does, Customer grants to UKG and its affiliates a worldwide, perpetual, irrevocable, royalty-free license to use, copy, modify, distribute, MSA v2024.08.28 US.EN US Public Sector Page 1 of 17 1922 C 4, "COMPOSITE EXHIBIT A" %j, I i%G disclose, create derivative works,and make and incorporate such Feedback into its Services for any purpose. UKG has no obligation to incorporate or apply any Feedback to the Services. 2.4 Consent to Subcontract.Customer hereby consents to UKG subcontracting Services to persons or companies qualified by UKG to provide Services on UKG's behalf. UKG may also fulfill its obligations related to certain Services through its affiliates. UKG shall be responsible for the actions of Its subcontractors and Affiliates. 2.5 Compliance with Laws.UKG shall comply with Applicable Laws in performing its obligations hereunder.Customer shall comply with Applicable Laws when using the Services and remains solely responsible for Its compliance with Applicable Laws, including, but not limited to, with respect to the configuration and use of the Services and regardless of whether UKG provides assistance with Customer compliance matters. Customer acknowledges that the specific record retention requirements established under Applicable Laws relating to Customer are the responsibility of Customer and not UKG„ 2.6 Upgrades and Modifications, 2.6.1 Upgrades.The Subscription Services may be upgraded or changed at any time as required by normal business conditions, provided that such changes wilt not materially diminish the functionality of the Subscription Services. Any,changes to the Subscription Services will be applicable to all UKG customers of the Subscription Services and material changes will be deployed with reasonable advance notice. 2.6.2 Modifications. UKG may unilaterally revise its Master Services Agreement("MSA") terms if they are not material, For revisions that will materially change the terms of the Agreement, the revised MSA terms must be incorporated into the Agreement which will be published Any MSA terms or conditions unilaterally revised that are inconsistent with any material term or provision of this Agreement shall not be enforceable against the Customer,and the Customer shalt not be deemed to have consented to them. 2.7 Acceptable Use.Customer will use the Subscription Services in full compliance with the Acceptable Use Policy attached as Exhibit 1 and which could be found in http://www.ukg,comlacceptable-use-policy("Acceptable Use Policy"), which requires Customer not to(a)use, or encourage, promote„ facilitate or instruct others to use, the Services for any illegal„ harmful or offensive use, or to transmit, store, display, distribute or otherwise make available content that is illegal, harmful,or offensive, (b)use the Services to violate the security or integrity of any network„computer or communications system, software application, or network or computing device„ (c) interfere with or fait to cooperate with any UKG investigation of a .security 'incident involving any UKG system, infrastructure or customer data, (d) make network connections to any users„ hosts„ or networks unless Customer has permission to communicate with them„ and (e) use the Service to distribute, publish,send, or facilitate the sending of unsolicited mass a-mails or other messages. 2.8 Access Credentials. Except as otherwise provided herein, Customer will not provide any third party with access credentials to the Subscription Services and will safeguard and compel all users to safeguard the access credentials. Customer will be responsible for all acts and omissions of its users. Customer will notify UKG promptly if it learns of any unauthorized use of any access credentials or any other known or suspected breach of security, of Customer allows use of the Subscription Services by any of its departments or public agencies which Customer controls without requiring such department or public agency to execute a separate Order with UKG to establish its own tenant environment, then Customer will be finally responsible and liable for all use and misuse of the Subscription Services by such Affiliate,and will fully cooperate with UKG in enforcing all of its rights to, Interests In,,and protection of the Services, including in seeking equitable remedies against any Affiliate that breaches this Agreement.Customer may also allow use of the Subscription Services by its legally bound contractors,provided such use is solely on Customers behalf,is strictly in compliance with the terms and conditions of this Agreement, Customer at all times remains in control of and retains management over the Subscription Services, and Customer is liable for all breaches of this Agreement by such contractor.. Customer authorizes UKG to provide such Customer contractors access to the Subscription Services. 2.9 Connectivity.Customer is responsible for securing,paying for,and maintaining connectivity to the Subscription Services from Customer's location(s)via the internet, including any and all related hardware, software, third party services, and related equipment and components for such connectivity. Customer agrees that UKG will have no liability for such connectivity and Customer will not be excused from any of its obligations under the Agreement due to the quality,speed, or interruption of the communication lines from the Customer's location(s)to the internet. . Fees and Taxes UKG understands that Customer may be subject to Applicable Laws governing payment, including availability of funds, timing of payments, late payment interest penalties, and taxes. 3.1 Fees.Customer will pay the fees on the payment terms and in the currency indicated in the Order. For each Order, the billing period'of the faces will start on the Billing Start Date as set forth in the Order and will continue for the time period indicated as the Initial Term and all Renewal Terms, each as defined on the Order. Customer is responsible to pay for the Services for the entire Initial Term and each Renewal Term. UKG may increase the fees as set forth in the Order. MSA v2024.08.28 US.EN US Public Sector Page 2 of 17 1923 0 "COMPOSITE EXHIBIT A" j KG The increased fees will be set forth in the applicable invoice, Except otherwise specified in the Order and this Agree ' feesfees based Subscription Services purchased and not time of actual image, (b) minimum qmad#� empur=hasedcamnotbedecnaoaeddw#n0Unenm|evanttheChencumeot|nitia|Ternmoreammwanoerm� (c) additional quantities may bmpurchmeed� and �d) payment obligations are non-cancelable and fees paid are non- refundable, 3.3 Taxes.This section applies only if Customer has not provided with avalid tax exemption oortifimAyauthorized and honored by applicable taxing authorities that covers all The fees exclude,and Customer will be responsible for,all applicable aa|eu. use, excise, withholding, V8T, and any other similar taxes, duties and ohanQao of any kind imposed by any governmental entity in connection with the Services(excluding taxes based solely on UKG's income)("Taxes"), 3.3 Late Payment Any invoices not reasonably disputed in writingwithin thirty (00)days from the date of receipt will be deemed undisputed and due All undisputed invoices not paid within thirty(30)days after the date such arnounts are due and payable may accrue interest at a rate up to the maximum allowable by applicable law,Customer wit]reimburse UKG for any additional reasonable cost incurred by IUKG in connection with collecting any amounts payable under, this Agreement, If Customer is more than thirty (30)days overdue in its payment of an undisputed amount due, then UKG reserves the right to suspend the Services provided under the applicable Order, but only until such payment is made to UKG and provided that UKG gives Customer at least ten (10)business days prior written notice of the overdue amount before UKG suspends the Services. Upon payment in full of all overdue amounts, UKG will restore the Services. *. Data,Security and Privacy 4'1 Ownership of Customer Data.Customer shall retain ownership of all rights, title, and interests in and to Customer Data. No ownership rights in Customer Data will transferto UKG UKG will maintain backup copies of Custorner Data as required to maintain and provide the Services, but Customer is responsible for maintaining backup copies of all data and information that Customer inputs into the Services or otherwise provides to UKG. 4'3 Use of Customer Data. Consistent with common SwMwareoeoService (SoaG) industry practices and in accordance with Applicable Laws, UKG collects Customer Data to keep Gmm}omm regularly up to date with appropriate market standards and security.All Customer Data cuUXectad|s used mn|a|y0mrtMe purpose of providing and improving the Services and enhancing the customer experience with new funotiono|itiae. 4.3 Collection of Personal |nfammatiom. Services may employ applications and tools that collect and process Personal Information that may bo required byUKG to provide the requested Services mr functionality included inmr related tmthose Services. |f Customer wishes hm mhmp the collection and processing of Personal Information,, Customer may need to uninotaUnr discontinue using certain Services. 4.4 Data Privacy and Security. Each Party agree to comply with Applicable Laws in its processing of Personal Information. UKG and its subprocessors will process Personal Information in accordance with UKG's DPA.All Customer Data will be secured and protected as set forth in the Technical and Organizational Measures of UKG's DPA. S. Confidentiality 5.1 Definition."Confidential Information"is any non-public information relating to a Party that is disclosed pursuant to any Order or this Agneomont, and which reasonably should be understood by the recipient of such information to be confidential because of(a) legends or other markings; (b)the circumstances of the disclosure; or(c)the nature of the information itself. 5.2 Exceptions. information will not be considered Confidential Information if the information was (a) in the public domain without any breach of this Agreement (b) disclosed to the receiving Party on a non-confidential basis from a, Source lawfully in possession of such Confidential Information and,to the knowledge of the receiving Party,is not prohibited from disclosing such Confidential Information to receiving Party"(o)relemmed in writing from confidential treatment bydisclosing Party;or(d)iaindependently developed by the receiving Party without use m4ox reference hm the Confidential Information, 5.3 Nondisclosure. Except as expressly permitted in this section, neither Party will disclose the other Porty'oConfidential Information tu any third party. 5.4 Protection.Each Party will secure and protect the Confidential Information uf the other Party with a reasonable standard of care commensurate with the sensitivity of such Confidential Information and using precautions that are at least as stringent as it takes to protect its own Confidential Information of like nature, but no less than reasonable precautions. 5.5 Use. Each Party will only use the Confidential Information of the other Party as expressly permitted by or as required to MsAvzuu4.00.zousswus Public Sector Page surzr 1924 � "COMPOSITE EXHIBIT A, KG exercise their rights, duties, and obligations under this Agreement. 5.6 Disclosure Exceptions.Confidential Information may be shared with and disclosed to (a)any Affiliate, subcontractor, or partyother third who has a need tuknow toe�m��o its hghtsorpedbmndwob|���no in connectionviUhie Agreement and have nmm-dimofmmwm* obligations at least as stringent as the confidentiality provisions of this Agreement that apply to the Confidential |nfomnmlion� or (m) any court or governmental' agency of competent jurisdiction, pursuant to a eubpoono, order, civil investigative demand or similar process with which the receiving Party is legally obligated 1u comply, and of whichthe receiving Party notifies disclosing Party as required by o legal process, including in connection with any proceeding to establish a Party's rights or obligations under this Agreement(provided however that,when permitted by Applicable Law,a Party will give the other reasonable prior written notice oo that the disclosing Party has om opportunity to contest any,disclosure peqm1radbym legal pmmems) 5.7 pO|AJPub|ic oion|oouve Laws. Notwithstanding any confidentiality obligations in the Agreement, UKG acknowledges that Customer may be compelled to disclose Confidential Information pursuant to the Federal Freedom of Information Act and any state equivalents or other open-records or public disclosure Applicable Laws,Customer may disclose such information to third parties upon written request to the extent compelled by such Applicable Laws,provided that,prior to any such disclosure,Customer provides prior written notice of such compelled disclosure(to the extent legally permitted) and reasonable assistance, at UKG's cost, if UKG wishes to limit or contest the scope of the disclosure in whole or in port. s. VVo,,onty 6.1 Mutual Warranties.Each Party hereby warrants that(o)it has the full right and authorityto enter into this Agreement;and (b)the performance of its obligations and duties under this Agreement does not conflict with or result in a breach of any other agreement of such Party or any judgment, order, or decree by which such Party is bound, 6.3 Subscription Services Warranty. UKG warrants that the Subscription Services will substantially conform with the Documentation and that the functionality of the Subscription Gomiooa will not be materially diminished or adversely modified. In the event of a breach of the warranty described in this Section,as Customer's exclusive remedy and UKG's au|e ub&gmt>mn. at 0KG^acomf, UKG will make omnumeode0y reasonable efforts to remedy such bnamuh, provided tMat if UKG cannot substantially remedy such bnmeoh' then Customer may terminate the affected Subscription Services in accordance with Section 7,12.Customer agrees twreport any nam-oomfo,rwmammeofthe Subscription Services within thirty (3O)days af its discovery and provide UKG with reasonable information and assistance ho enable UKG Wu reproduce or verify the non-conforming aspect of the Subscription Services. 6.3 Professional, Support, and Training Services Warramty, UKG warrants that the Pm#saeimnel Servimea, Support Services,and Training Services will bo performed by qualified personnel imm good and professional manner, |m the event UKG breaches the warranty described in this Section, as Customer's exclusive remedy and UKG's sole obligation,UKG will mmpmrfonn the deficient PpuMeoaiona|. Support, or Training Gemioo. at UKG'o cost, provided that if UKG cannot substantially remedy such breach, then UKG will refund any ieoa prepaid by Customer for the affected Services- Customer must report any deficiencies in such Services, including Professional Services, within thirty(�0)days of the completion uf the Services. 6.4 Disclaimer.TO THE EXTENT PERMITTED UNDER APPLICABLE LAW,UKG DISCLAIMS ALL OTHER WARRANTIES NOT SET FORTH IN THIS AGREEMENT. EITHER EXPRESS OR |MPL|so. INCLUDING ALL WARRANTIES OF MERCMANTA8|L|TY, QUALITY, PERFORMANCE, FITNESS FOR A PARTICULAR PURPOSE, NOW INFRINGEMENT, TITLE, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE, IN CONNECTION WITH THIS AGREEMENT, THE SsRV|CEG, AND ANY PRODUCTS PROVIDED BY UKG. UKG DOES NOT REPREOENT, VVARRxNT, OR COVENANT THAT THE SERVICES OR ANY OTHER PRODUCT OR SERVICE PROVIDED HEREUNDER WILL BE UNINTERRUPTED, ERROR-FREE, VIRUS-FREE, OR SECURE, THIS DISCLAIMER OFWARRANTY MAY NOT 8sVALID IN SOME JURISDICTIONS AND CUSTOMER MAY HAVE WARRANTY RIGHTS UNDER LAW WHICH MAY NOT BE WAIVED OR DISCLAIMED; HOWEVER, ANY SUCH WARRANTY RIGHTS EXTEND ONLY FOR THIRTY (3O) DAYS FROM THE EFFECTIVE DATE OFTHIS AGREEMENT(UNLESS AND ONLY TO THE EXTENT SUCH LAW PROVIDES OTHERVV|GE). 6.5 Customer Warranty.Customer warrants that it has all rights and required consents to provide Customer Data to UKG. z Term and Termination 7.1 Tenn of the Agreement.The term of this Agreement commences on the Effective Date and continues until the stated term in each applicable Order or as otherwise terminated as permitted in this Agreement.At the expiration nf the Initial Term,and at the expiration of each Renewal Term,each as indicated on the Order,the Services will automatically renew for the duration indicated un the Order oa the Renewal Term. msAmoz4ox.zuus.smuS Public Sector Page omzr 1925 OU OK G "COMPOSITE EXHIBIT A" .... 7.2 Types of Termination 7.2.1 Non-renewal. Either Party may terminate any Service identified in an Order upon at least sixty (60)days prior written notice to be effective at the expiration of the then current Initial Term or a Renewal Term.. 7.2.2 For Cause, Either Party may terminate this Agreement, or any,Service identified in an Order, if the other Party fails to perform any material obligation under this Agreement„ and such Warty is not able to cure the non- performance within thirty(30)days of written notice of such default with reasonably sufficient detail regarding the alleged breach„ provided that UKG may immediately terminate or suspend Customer's access to the Services without notice if Customer is in breach of the""Use Restrictions"or 'Confidentiality' sections of this Agreement„or the Acceptable Use Policy to prevent further harm. Either Party may immediately terminate this Agreement and all Orders if the other Party has a receiver or similar party appointed for its property, becomes insolvent„ acknowledges its insolvency in any manner, ceases to do business, makes an assignment for the benefit of its creditors,or files a petition in bankruptcy. Other than as expressly permitted in this Agreement,or an Order,'SOW, or Services Description„neither Party may terminate this Agreement and each Party remains fully obligated to the terms and conditions herein. 7.2.3 For Nora-Appropriation of Funds If Customer is a US Federal, State, or Local governmental entity that relies on funding which is allocated at the federal,state and/or local level to fund the Service in the Agreement,then,to the extent required by law,the following will apply:Customer may terminate the Service in the event of a reduction in appropriations to any fund(s)from which UKG is to be paid for Services ordered under this Agreement but not yet delivered. Customer will provide a ninety(90)day prior written notice in the event of such termination to UKG and Customer agrees to pay for the products delivered and the services performed by UKG prior to the effective date of such notice. In the event of such termination„ Customer shall riot be entitled to a refund of pre-paid Services, such as the support fees. Customer acknowledges that by executing an Order Form for the Services„ Customer has received fiscal appropriations for the amounts due during the Initial or Renewal Term(as applicable) as indicated on such Order. 7.3 Effects of Termination.The following terms apply if an Order is terminated for any reason: 7.3.1 Fees.All fees will be paid by Customer for amounts owed through the effective date of termination and, if the Order is terminated for UKG's breach of the Agreement„any fees prepaid by Customer for the Service not rendered prior to the effective date of termination will be credited against Customers account,with any remaining amounts refunded to Customer within thirty(30)days of the effective date of termination. 7.3.2 Cessation of Services. UKG will cease to provide the Services to Customer and Customer's right to use and access the Subscription Services will end as of the effective date of termination. If Customer requires access to the Subscription Services after the effective date of termination or transition assistance, such access and assistance will be subject to mutual agreement and additional fees, under a separate Order or SOW, and will be subject to the terms and conditions of this Agreement. 7.3.3 Deletion of Customer Data. UKG will delete Customer Data after Customer's rights to access the Subscription Services and retrieve Customer Data have ended„ unless otherwise provided under this Agreement, a Services Description, Order, SOW, or another document. UKG will delete Customer Data in a series of steps and in accordance with UKG's standard business practices for destruction of Customer Data and system backups. UKG has no obligation to retain Customer Data and Customer Data may be permanently deleted as part of UKG's data management program(s)or practice(s), and in accordance with Applicable Laws. 7.3.4 Confidential Information.UKG and Customer will each return or destroy any Confidential Information of the other Party, with any retained Confidential Information remaining subject to this Agreement. 8. Indemnification 8.1 Claims Against Customer. UKG will defend Customer and Customer's respective directors, officers„ and employees, who are acting on behalf of Customer( Customer Indemnified Parties') from and against any and all third party Claims to the extent the Services or Documentation infringe or misappropriate any registered copyright or patent, UKG will indemnify and hold harmless the Customer Indemnified Parties against any liabilities, damages, costs or expenses (including.„ without limitation„ reasonable attorneys' fees) actually awarded by a court of applicable jurisdiction to the extent resulting from such third party Claim„or as a result of UKG s settlement of such third party Claim. 8.2 Mitigation.In the event that a,final injunction is obtained against Customers use of the Subscription Services by reason of infringement or misappropriation, or if in UKG's opinion, the use of the Subscription Services is likely to become the VISA v2024,08.28 US.EN US Public Sector Page 5 of 17 1926 ib 6 "COMPOSITE EXHIBIT A" vKG1 subject of a successful Claim of infringement or misappropriation, UKG(at its option and expense)will use commercially reasonable efforts to either(a)procure for Customer the right to continue using the Subscription Services as provided in the Agreement or (b) replace or modify the Subscription Services so that they become non-infringing but remain substantively similar to the affected Subscription Services. Should neither(a)nor(b)be commercially reasonable,either Party may terminate the applicable Subscription Services and the rights granted hereunder upon written notice,at which time UKG will provide a refund to Customer of any fees paid by Customer for the infringing elements covering the period of their unavailability. 8.3 Exceptions. UKG will have no liability to indemnify or defend Customer to the extent the alleged infringement or misappropriation of the Subscription Services is based on (a) use other than as expressly permitted by this Agreement or by UKG in writing; or(b) use in conjunction with any equipment,service, or software not provided by UKG,where the Subscription Services would not otherwise infringe, misappropriate, or become the subject of the third party Claim. 8.4 Qualifications. Customer will provide written notice to UKG promptly after receiving notice of a third party Claim if defense of such third party Claim is materially prejudiced by a delay in providing notice, UKG will be relieved from providing such indemnity to the extent of the delay's impact on the defense. UKG will have sole control of the defense of any indemnified third party Claim and all negotiations for its settlement or compromise, provided that UKG will not enter into any settlement which imposes any obligations on Customer without the prior written consent of Customer. Customer will cooperate fully(at UKG's request and expense)with UKG in the defense, settlement, and compromise of any such action. Customer may retain its own counsel at its own expense,subject to UKG's rights above. 8.5 Government Control of Defense. If Customer is a US Federal, State,or Local governmental entity,then,to the extent required by law,the following will apply:Any provision of the Agreement requiring UKG to defend or indemnify Customer is hereby amended, solely to the extent required by Applicable Laws,to provide that the U.S. Department of Justice(for a Federal Customer)or applicable State Attorney General's Office(for a SLED Customer) has the right to represent the respective Federal or SLED entity in litigation and other formal proceedings at its own cost. Subject to approval of the U.S. Department of Justice (for a Federal Customer) or applicable State Attorney General's Office (for a SLED Customer),if applicable, Customer shall tender defense of action to UKG upon request by UKG. 8.6 This"Indemnification"section states UKG's sole liability and Customer's exclusive remedy for all third party Claims and damages.. 9. Limitations of Liability 9.1 Monetary Cap. DURING ANY TWELVE (12) MONTH CONTRACT TERM (BEGINNING ON THE EFFECTIVE DATE OF THE APPLICABLE ORDER), UKG'S TOTAL AGGREGATE LIABILITY FOR ANY AND ALL CLAIMS IN CONNECTION WITH ANY SERVICE PROVIDED TO CUSTOMER SHALL IN NO EVENT EXCEED THE AMOUNT PAID OR PAYABLE TO UKG DURING SUCH TWELVE (12)MONTH CONTRACT TERM FOR THE SERVICE GIVING RISE TO SUCH CLAIM(S). 9.2 Exclusion of Damages. UKG WILL NOT BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES; FOR THE COST OF ACQUIRING SUBSTITUTE OR REPLACEMENT SERVICES; OR FOR ANY LOST OR IMPUTED PROFITS OR REVENUES, BUSINESS INTERRUPTION, LOST GOODWILL, OR LOST DATA RESULTING FROM OR RELATED TO THE SERVICES OR THIS AGREEMENT, HOWEVER CAUSED; OR ANY DAMAGES TO THE EXTENT CAUSED BY CUSTOMER'S DATA OR APPLICATIONS, CUSTOMER'S ALLOWANCE OF UNAUTHORIZED THIRD PARTY ACCESS,OR CUSTOMER'S INTRODUCTION OF MALICIOUS CODE. 9.3 Applicability of Limitations.THESE LIMITATIONS APPLY FOR ANY REASON, REGARDLESS OF LEGAL THEORY AND THE REASON LIABILITY IS ASSERTED, EVEN IF UKG HAS KNOWLEDGE OF THE POSSIBILITY OF SUCH DAMAGES AND WHETHER OR NOT SUCH DAMAGES ARE FORESEEABLE. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, NOTHING IN THIS SECTION OR ELSEWHERE IN THIS AGREEMENT SHALL OPERATE TO EXCLUDE OR LIMIT THE LIABILITY OF ANY PARTY TO THE EXTENT SUCH LIABILITY CANNOT LAWFULLY BE SO LIMITED OR EXCLUDED UNDER APPLICABLE LAW. INSOFAR AS APPLICABLE LAW PROHIBITS ANY LIMITATION ON LIABILITY HEREIN, THE PARTIES AGREE THAT SUCH LIMITATION WILL BE AUTOMATICALLY MODIFIED, BUT ONLY TO THE EXTENT SO AS TO MAKE THE LIMITATION COMPLIANT WITH APPLICABLE LAW. THE PARTIES AGREE THAT THE LIMITATIONS ON LIABILITIES SET FORTH HEREIN ARE AGREED ALLOCATIONS OF RISK AND SUCH LIMITATIONS WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.. 10. General 10.1 Jurisdiction &Dispute Resolution.This Agreement is governed by and is to be interpreted solely in accordance with MSA v2024.08.28 US.EN US Public Sector Page 6 of 17 1927 °COM[PO8ITE EXHIBIT A" sue KG the laws of the Commonwealth of Massachusetts,without regard to any conflict of law provision that would result in the applicationfdifferent �� �*mn* body of law, and each Pa d to submit to venue An the courts in Boston, Massachusetts in any dispute arising out of or relating to this ennent. The United Nations Commission on International Trade Law,the United Nations Convention on Contracts for the Internallonal Sale of Goods,and the Uniform Computer Information Transactions Act(UCITA)will not apply to this Agreement. zo'a Provision. If the ultimate end user is a U.S,federal government entity,then it acknowledges that the Subscription Oeminea. Equipment and Documentation consist of "commercial somi000' and "commercial pmduda.^ as defined in FAR 2101. consisting of "commercial computer ooftxoro." "commercial computer software dooumontotion" and ^»ychnioo| data" as these tanna are used in FAR 12211'12,212 and in oFARG 2277202. as applicable.All such government end users will comply with this Agreement while using Subscription Services,Equipment and Documentation.the rights of the U.O Government to use,modify, reproduce, release,perform, display, or disclose commercial computer aoftwane, commercial computer software documemtatimm, and technical data furnished in connection with the Subscription Services, Equipment and Documentation shall be as provided in this Agreement,except that for U.G. Department of Defense end users, technical data customarily provided to the public is furnished in accordance with DFARG252227'7U15.|f such Customer needs any additional rights,it must negotiate a mutually agreed addendum to these Agreement specifically granting those rights. zou Export. Each Party shall comply with the export /mwm and regulations of the United States and other applicable jurisdictions in providing and using the Services, Without limiting the generality of the foregoing, Customer represents that it is not on any U.S,government denied-party list and it shall not make the Services available to any person or entity that(a)is located in o country that is subject tn o U.S. government embargo; (b) is listed on any U.S. government list of prohibited or restricted parties; or(c) is engaged in activities directly or indirectly related to proliferation of weapons of mass destruction zuo � � —^—� `� �m�K Ob»UgatUons� UKGs compliance #mmoewdth � �qu]mammnts and mbUgmbomsmm)atn0h»bm . mmp1myoee'under a||��p��uab|eLm�m^no�ydim�,bwtum,Unm�te�Wm.erm��myer`omb§gmUmnamoder|awsm*|atimgho: pmBomM, income tax withholding and reporting;civil rights;equal employment opportun:ity�discrimination the basis ay age,sex, race, color, religion, disability, national origin, or veteran status� overtime� minimum wage� social, security contribution and withholding; unemployment insurance; employers liability insurance� worker's compensafion� veteran's rights� and all other employment, labor,or benefits related laws. zu.s Human Trafficking and! Modern Slavery, 0KG oho|| comply with all,Applicable Laws regarding slavery and human trafficking of the state, province, and country/countries in which they are performing the Services and doing buoineso, including, but not limited to,the California Transparency in Supply Chains Act and the United Kingdom Modem Slavery Act. 10.6 E-Verify.To the extent required by Applicable Lo*o. UKG agrees to utilize the U.S. Department nfHomeland Security's E-Verify system,to verify the employment eligibility of all persons assigned by UKG to perform work in the United States pursuant to this Agreement. zn'r Severability, and Waiver.The &;>� illegality of any provision in this Agreement will not affect the validity of any other provision. All- unaffected provisions remaininfu||forcemwd effect.The waiver uf any breach ofthis Agreement will not constitute a waiver of any subsequent breach or default and will not negate the rights of the waiving Party. 10.8 Surviving Provisions.Provisions in this Agreement which by their nature are intended to survive in the event of a dispute or bououuo their obligations continue past termination of the Agnmmment, including provisions relating to ooknow|edgemonte, naeemodon of hghts, use neuthotimma. fees, confidentiality, limits of liability, indemnification, and termination,will oosurvive. 10.e Assignment.This Agreement cannot ue assigned"va Party,whether~'operation of law or otherwise,without the p rior written consent of the other Party;provided,however,that either Party may assign this Agreement in its (including all Orders and Statements of Work)as part of a merger,acquisition,transfer,or sale of all or substantially all of its assets, stock or business, including to an Affiliate,so long as the assignee agrees to be bound by all of the terms and conditions of this Agreement, the Orders, and Statements of Work In the event of such an assignment, the non-assigning party ! shall ""entitled"'request from the assignee reasonable'information--demonstrate e/ have� / 'right � n�oxg�omentto^ resourcesdirect competitor of— ee has the necessary — expertiseUKG. This Agreement shall be binding on and inure mthe benefit ofall pennifted predecessors, � successors, and assigns ox each Party. / 10.10 FonxoKUajeure.If an unforeseeable event reasonably beyond the control of either ofth Parties arises*m prevent aParty from performing its obligations under this Agreement,including,but not limited to,acts""war,terrorism,uprising, acts.. ' nature like earthquakes or floods,measures of any governmental authority in response to pandemics,epidemics or other viral or bacterial outbreaks, civil unrest,embargoes, riots,sabotage, labor shortages,changes in laws or regulations,the � mS«vzoz*.uu.musswus Public Sector Page rmzr � 1928 "COMPOSITE EXHIBIT A" Us K G failure of the internet or communications via common networks, failure of payment transfer mechanisms(but not lack of funds to make payments)„power or system failure,or a delay in transportation(collectively"Force Majeure"),each Party will be excused from performance of its obligations under this Agreement for the duration of the Force Majeure affecting such Party„ provided that the affected Party Will use reasonable efforts to mitigate the impact of the Force Majeure. Notwithstanding the foregoing, UKG remains obligated to provide disaster recovery portions of the Services to the extent not also prevented by the Force Majeure. 10.11 Publicity. UKG will not publicize matters relating to Customer's use of the Services without Customer's prior consent. Despite the foregoing, UKG may identify the Customer as a UKG customer and use Customer's name, trademark, and logo, in any and all media, including without limitation, UKG's advertising literature, marketing materials, websites, and lists of UKG's customers; however, such usage shall not be classified as an advertisement but only identification as an entity who receives the Service from UKG. For the avoidance of doubt, this section does not prohibit UKG from referencing Customer's name in a verbal format. 10.12 Notice.When either Party needs to provide notification or consent under this Agreement, those notices and consents must be in writing and considered delivered upon actual receipt. All notices to UKG must be sent to the following: QKGI-e al ;ukg carp;with a copy to EWP Chief Legal Officer, UKG Inc., 900 Chelmsford Street, Lowell, MA 01851. All notices to Customer will be sent to the contact lasted on the applicable Order. Notices sent elsewhere will not be considered effective under this Agreement. Any cure period required under this Agreement will begin on the date the notice is received. 10.13 eSignature.Each Party agrees that an eSignature(or a facsimile signature by the authorized representative)is evidence of acceptance of a valid and enforceable agreement. 10.14 No Third Party Beneficiaries.The provisions of this Agreement are for the sole benefit of the Parties and they will not be construed as conferring any rights on any third party nor are there any third party beneficiaries to this Agreement. 10.15 Titles and Headings.Titles and headings of sections of this Agreement are for convenience only and shall not affect the construction of any provision of this Agreement. 10.16 Relationship of the Parties. The Parties are independent contractors, Nothing in this Agreement shall be deemed to constitute a partnership or joint venture between the Parties or constitute any Party to be the agent of the other Party for any purpose. 10.17 Entire Agreement. This Agreement (and any information in referenced herein, including in an exhibit, schedule, attachment, annex, or at any URL)along with any corresponding Order, SOW, and Services Description constitute the entire agreement between the Parties pertaining to each Order. This Agreement supersedes all prior and contemporaneous representations, negotiations, and communications between the Parties relating to the Services and its subject matter. Customer acknowledges that it has not relied upon any such representations, negotiations, and communications, and waives any rights or claims arising from such representations, negotiations, and commun'ications,. including any claims for fraud or misrepresentation. This Agreement may,only be amended in writing signed by each of the Parties. If Customer uses its own purchase order or similar document, any terms or conditions in such purchase order are null and void. In the event of a conflict between the provisions contained in this Agreement and those contained in an Order, SOW, or Services Description, the following order of precedence shall apply: (1) the Order, (2) this Agreement, (3)Services Description,and (4)the SOW. 11. Definitions 11.1 "Affiliates" means, as to UKG, those entities that are directly or indirectly controlled by UKG Inc.; and as to Customer, those Customer entities that directly or indirectly control, are controlled by,or are under common control with Customer. "Control"(in this context)means the possession, directly or indirectly, of the power to direct or cause the direction of the management and operating policies of the entity in respect of which the determination is being made through the ownership of the majority of its voting or equity securities, contract, or otherwise. 11.2 "Applicable Law(s)"means all laws,codes,legislative acts,regulations,ordinances,administrative rules, rules of court, and court orders applicable to a Party's respective business. 11.3 "Claim(s)"means any and all notices, charges, claims, proceedings, actions, causes of action and suits. 11.4 "Customer Data"means all content,information,and data Customer inputs into the Subscription Services,including but not limited to Personal Information. MSA v2024.08.28 US.EN US Public Sector Page 8 of 17 1929 � =o����0PK�S8TE E]�BBDBDT A, -�*� KG 11.5 =Dmuumenta4um" means the written specifications for the Subscription Services orother publishedonline oy UKG om its community pages accessible and h��a�N��py�uhq,cmm�such om user nnenua�and administrator guides, aa well oo the Services Descriptions. 11.6 ''DPA" means UKG'o U.S. Data Processing Agreement located at . 11.6 "Omder"means am order form, agreed by both Parties,which in subject tothis Agreement or otherwise references this Agreement,setting out,arriong other things,the type and quantity of employees that may be managed in the Subscription Services, the term of the Order,price and payment terms of the Services to be provided by UKG, and the fees tmbepaid by Customer. 11.7 "Party"or"Parties" means UKG or Customer, or both, as the context dictates. 11.8 "Personal Information"means Customer Data related to a Data Subject as defined under U.S Privacy Laws, including ..personal information" as defined under the California Consumer Privacy Act("CCPA") and any similar terms, such as ^persono||y identifiable information" 11.9 "Professional Services"means the deployment,launch,configuration,implementation,integration,delivery,consulting, managed, and other similar services provided hereunder. 11.10 "Services"means the (a)Subscription Services; (b)Support Services; (c) Professional Services; (d)Training Services; and (o)other services or offerings aa set forth inunOrder. 11.11 ^Son'iueo Description" means the supplemental terms mpp|ioob|o to a Subscription Service or other offerings located at 11.13 "Statement of Work" or"SOW" means a document executed by both Parties, which is subject to this Agreement and the applicable Order o,otherwise references this Agreement, detailing the scope of Professional Services or Training Services, the associated fees, and other applicable terms. 11.13 "Subscription Services"means those UKG sufm,are'as-a*mmioe(^SuaS^)app|icationooeuforthonthoOnder.induding the UKG data accessible theein, and mode available to Customer via o hosted multi-tenant environment m use on o subscription basis, 11.15 "Support Services" means support and maintenance services provided by UKG for the 8ubaohpdun Gamioos, as described in this Agreement. 11.16 "Training Services" means in person and virtual instructor-led training and courses, including online, on-demand, in- product, and on-site courses provided by UKG. 1117 "UKG"means UKG Kronos Systems, LLC.,a Massachusetts limited liability company with its principal place of business MsAvzox4uo.zous.cwus Public Sector Page omo � 1930 O%J* KG "COMPOSITE EXHIBIT A" ..,.._ ._.... Exhibit 1 Acceptable Use Policy This Acceptable Use Policy(this"Policy")describes prohibited uses of the Services. In accordance with the Agreement,Customer agrees to use the Services in accordance with the latest version of this Policy. 1.Prohibited Use. Customer agrees that it shall not use the Services, nor authorize, encourage, promote, facilitate or instruct others including its authorized users or Affiliates to use the Services as set forth below: PROHIBITED USE DESCRIPTIONS AND EXAMPLES (a) No Illegal, Harmful,or �ustorner may not use or wncourage promote facilitate or instruct others to use the Services for any Offensive Use or Content illegal harmful or offensive use, or to transmit store display distribute or otherwise make -available r r°itent that is illegal harmful, or offen�5ive Prohibited activities ar content include:, but are not limited Illegal Activities.Any illegal activities including advertising transmitting or otherwise making available gambling sites or services or disseminating promoting or facilitating child pornography Harmful or Fraudulent Activities.Activities that may be harmful to others UKG's operations or reputation including offering or disseminating fraudulent goods, services schemes or promotions (e g make-money-fast schemes ponzi and pyramid schemes phishing or pharming) or engaging in other deceptive practices Infringing Content. Content that infringes or misappropriates the intellectual property or proprietary rights of others Offensive Content.Content that is defamatory obscene abusive invasive of privacy or otherwise objectionable including content that constitutes child pornography relates to bestiality or depicts non-consensual sex acts Harmful Content Content or other computer technology that may damage interfere with surreptitiously intercept or expropriate any system program or data including viruses Trojan P,,orsps vorms time bombs or cancelbots (b) No Security Violations CustomerOin' a ians1ot use systemthsoffttwarees to applicatiote of networkyorrcomputng device teach a System µ Prohibited activities include but are not limited to Unauthorized Access.Accessing or using any System VVIthout permission including attempting to probe, scan or test the vulnerability of a System or to breach any security or authentication measures used by a System Customer,will not perform any security integrity review penetration lee',, load test denial of service simulation or vulnerability scan on any System Interception. Monitoring of data or traffic on a System without permission Falsification of Origin. Forging TCP-IP packet headers e-mail headers or any part of a message describing Its origin or route This prohibition does not include the use of aliases or anonymous remailers No Use of Robots. Customer will not use any tool designed to automatically emulate the actions of a human user(e g robots) (c) No Network Abuse Customer may not make network connectons to any users hosts or networks unless Customer has i,,r"rrmssion to communicate with them Prohibited acti�rities include but are n+. t limited to Monitoring or Crawling. Monitoring or crawling of a System that impairs or disrupts the System being monitored or crawled Denial of Service (DoS). Pnundating a target with communications requests;F,� the target either cannot respond to l gntimate traffic, r-responds so slowly that it becomes ineffective MSA v2024.08.28 US.EN US Public Sector Page 10 of 17 1931 "COMPOSITE EXHIBIT A" K G PROHIBITED USE DESCRIPTIONS AND EXAMPLES Intentional interference, Interfering with the proper functioning of any System ,ncluding any deliberate attempt to overload a system by mail bombing news bombing broadcast attacks, or flooding techniques 1peration of Certain Network Services. Operating network services like open proxies, open mail relays or open recursive domain name servers Avoiding System Restrictions. Using manual or electronic means to avoid any use limitations placed on a System, such as access and storage restrictions (d) No E-Mail or Other ,, storner will not use the Service to distribute, publish, send, or facilitate the sending of unsolicited Message Abuse mass e-mail or other messages, promotions advertising or solicitations (like `spam") including commercial advertising and informational announcements Customer will not alter or obscure mail headers or assume a sender's identity without the sender's explicit permission Customer will not collect replies to messages sent from another internet service provider if those messages violate this Polio°.y or the acceptable use policy of that provider 2.Monitoring and Enforcement UKG reserves the right, but does not assume the obligation, to investigate any violation of this Policy or misuse of the Services, UKG may: • investigate violations of this Policy or misuse of the Services; or • remove,disable access to, or modify any content or resource that violates this Policy. If Customer violates the Policy or authorizes or helps others to do so, UKG may suspend use of the Services until the violation is corrected or terminate the Agreement for cause in accordance with the terms of the Agreement. UKG may modify this Policy at any time upon written notice to Customer of a revised version. UKG may report any activity that it suspects violates any law or regulation to appropriate law enforcement officials, regulators,or other appropriate third parties,.UKG°s reporting may include disclosing appropriate custorner Information.UKG also rttay,cooperate with appropriate law enforcement agencies„ regulators, or other appropriate third parties to help with the investigation and prosecution of illegal conduct by providing network and systems information related to alleged violations of this Policy. 3. Reporting of Violations of this Policy by Customer If Customer becomes aware of any violation of this Policy,Customer will immediately notify UKG and provide UKG with assistance, as requested,to stop or remedy the violation. MSA v2024.08.28 US.EN US Public Sector Page 11 of 17 1932 K%x "COMPOSITE EXHIBIT A" _ ...._ Exhibit 2 EQUIPMENT ADDENDUM This Equipment Addendum("Addendum")supplements the Agreement(as defined in the Order that incorporates this Addendum)by setting forth certain additional terms and conditions that apply to the purchase and/or rental of Equipment and Equipment Support Services(as applicable). In the event of conflict or inconsistency between any provision contained in the Agreement and any provision contained in this Addendum, with respect to the purchase and/or rental of Equipment and Equipment Support Services,the provisions contained in this Addendum shall prevail. 1. Definitions. In this Addendum, capitalized terms shall have the meanings set out below. Capitalized terms not otherwise defined below have the meaning given to them in the Agreement. "Depot Exchange Service"means the Equipment Support Services option where UKG ships a replacement unit on an advance exchange basis in accordance with the Section 6 below. "Depot Repair Service"means the Equipment Support Services option where Customer has its own inventory of spare terminals and UKG repairs the terminal in accordance with Section 6 below. "Equipment"mean UKG equipment such as time clocks,that are included on the Order. "Equipment Description"means the supplemental terms attached hereto as Exhibits for purchased Equipment or Rental Equipment,as applicable. "Equipment Documentation"means Equipment specifications,such as user manuals and administrator guides,published by UKG via the UKG community portal,accessible at https://www.ukg.com/support. "Equipment Support Services"means Equipment maintenance and support services option stated on the Order. 2. Purchase or Rental Equipment. Customer may purchase or rent Equipment from UKG and receive related Equipment Support Services if included on the Order. If Customer purchases Equipment,Exhibit A applies,and if Customer rents Equipment,Exhibit B applies. 3. Payment and Invoicing. The price payable by Customer for the purchase or rental of Equipment,and Equipment Support Services as applicable,is set out on the Order.Each Party shall pay shipping costs and fees pursuant to the shipping terms stated on the Order. 4. Shipping and Title. 4.1 Shipping. UKG shall ship Equipment to Customer in accordance with the following shipping terms,unless otherwise stated on the Order. 4.2 Shipments to United States Destinations.All shipments to orfrom Customerto destinations within the United States are FOB(Free On Board)Shipping Point, and the shipping party is responsible for all costs and risks of loss, except that for shipments from UKG to Customer utilizing UKG's preferred carrier, UKG is responsible for the risk of loss during shipment until delivery to the identified destination.For UKG's initial shipment of purchased Equipment to Customer destinations within the United States,title of the Equipment passes to Customer upon shipment to the identified destination. 4.3 Shipments to Destinations Outside of the United States.Shipments to Customer destinations located in countries where UKG or one of its affiliates has an office are DDP (Delivered Duty Paid), and UKG is responsible for all duties and Value Added Taxes (VAT). Shipments to Customer destinations located in countries where UKG or one of its affiliates does not have an office are DAP(Delivered At Place),and Customer is responsible for import clearance,all duties and VAT.Shipments to UKG from a Customer location outside of the United States are DDP,and Customer is responsible for all duties and VAT.For the initial shipment of purchased Equipment to Customer outside of the United States,title,of the Equipment passes to Customer upon delivery to the identified destination. 4.4 Title.Title to rented Equipment shall always remain with UKG. Except as expressly provided in this Addendum, UKG has and shall maintain sole and exclusive ownership of all rights,title,and interest in the intellectual property of the Equipment and its firmware. S. Customer Responsibilities. MSA v2024.08.28 US.EN US Public Sector Page 12 of 17 1933 g� "COMPOSITE EXHIBIT A" 11 V* KG 5.1 Use of Equipment. Customer shall(i)use the Equipment in accordance with the Equipment Documentation,(ii)use UKG's carrier of choice when shipping any Equipment,and ensure that Equipment returned to UKG is reasonably packaged to prevent damage in transit, and(iii)remove Customer Data from Equipment before sending Equipment to UKG.UKG reserves the right to delete Customer Data from Equipment that it receives from Customer.Customer is solely responsible for the backup of Customer Data.Customer acknowledges and agrees that UKG shall have no liability for Customer's failure to backup Customer Data. 5.2 Returning Equipment. When returning Equipment as permitted by the Addendum, Customer shall (i) request a Return Material Authorization Number ("RMA") from UKG and place the RMA conspicuously on the outside of the return shipping package; and (ii) promptly return any failed Equipment.Customer acknowledges that any batch shipping of Equipment will result in a longer turnaround time and a surcharge to Customer. 5.3 Restrictions. In addition to the Use Restrictions set out in Section 2.2 of the Agreement, Customer will not,and will not cause or permit others to:(a)reverse engineer,disassemble,adapt,translate,or decompile the Equipment or any firmware component included with the Equipment,including,without limitation,anythird party components,or otherwise attempt to derive source code,trade secrets, or knowhow from the Equipment,(b)probe,scan or test the vulnerability,or attempt to gain unauthorized access to the Equipment or its firmware,or(c)remove or alter any proprietary notices or marks on the Equipment or Documentation. 6. Support Services. 6.1 Description. UKG shall provide Equipment Support Services as set forth in the applicable Equipment Description for rented or purchased equipment attached hereto. 6.2. Support Process. (a) Troubleshooting and return. In the event of an Equipment issue covered by the Depot Exchange Service or the Depot Repair Service, Customer shall notify UKG of such issue in writing and UKG will attempt to resolve the issue via remote support.However,if UKG deems an issue to require Equipment repair or replacement, UKG shall provide Customer with a RMA for such Equipment,and Customer will ship the applicable Equipment to UKG at a location specified by UKG. (b) Additional terms for Depot Exchange Service. UKG will replace Equipment subject to Section 6.2(a). UKG will ship such replacement Equipment to the address provided by Customer. Upon receipt of such replacement Equipment,Customer shall package the defective Equipment usingthe materials provided by UKG forthat purpose,displaythe RMA on the packaging in accordance with Section 5.2 above, and promptly return the Equipment to UKG. UKG may suspend the Depot Exchange Service if Customer does not return replaced Equipment to UKG within ten(10) business days of receiving the applicable replacement. In such event, UKG shall restore the service when Customer either(i)ships the replaced Equipmentto UKG,or(ii)pays UKG the then-current UKG list price of the replaced Equipment. For the avoidance of doubt,the Depot Exchange Service will not be extended or otherwise affected by such suspension. (c) Additional terms for Depot Repair Service. Subject to Section 6.2(a),Customer shall ship applicable Equipment to UKG.UKG will use reasonable efforts to repair the Equipment and ship it to Customer within ten(10)business days of receipt. (d) Device Software Maintenance. If Customer has active Device Software Maintenance,UKG will provide Customer with service packs for the applicable Equipment(which contain system updates)available for download at UKG's community portal ("Equipment Service Packs"). Customer is responsible for installing Equipment Service Packs. UKG may verify if Customer has downloaded any Equipment Service Packs to which Customer is not entitled. Device Software Maintenance is included with Depot Exchange and Depot Repair, however,if Device Software Maintenance is purchased alone it does not include any repair or exchange services. (e) Per-event Repair Service. Per-event rates apply to customers without an equipment support agreement.The Equipment will be returned by regular surface transportation.This service does not include Device Maintenance Software or Equipment Service Packs. Subject to Section 6.2(a),upon failure of installed Equipment,Customer shall ship such Equipment to UKG.UKG will attempt to repair any repairable defective item within fifteen(15)business days after receipt at the current per-event pricing. 6.3 Spare Equipment.For business continuity purposes,UKG recommends that Customer retains a sufficient number of spare Equipment, and it is Customer's sole responsibility to retain such Equipment. 6.4 Exclusions. UKG is not liable for,and the Equipment Support Services do not include,the repair of damages,and Customer will not attempt to return damaged Equipment,resulting from: (a) Any cause external to the Equipment including,but not limited to Force Majeure causes; (b) Customer's failureto continually provide a suitable installation environment(as indicated in UKG's published installation guidelines) including,but not limited to,adequate electrical power; MSA v2024.08.28 US.EN US Public Sector Page 13 of 17 1934 4) "COMPOSITE EXHIBIT A" vKG, (c) Customer's improper use, location, packaging, refinishing, management, maintenance or supervision of the Equipment or other failure to use Product in accordance with the Equipment Documentation; (d) Customer's use of the Equipment for purposes other than those for which they are designed or the use of accessories or supplies not approved by UKG; (e) Government imposed sanctions,rules,regulations or laws preventing the shipment of the Equipment;or (f) Customer's repair,attempted repair or modification of the Equipment. 7. Export. Section 10.3 of the Agreement shall apply to the provision and use of Equipment under this Addendum. 8. Warranties. 8.1 Equipment Support Services.UKG warrants that all Equipment Support Services performed under this Addendum will be performed in a good and professional manner. 8.2 Equipment Service Packs. UKG warrants that all Equipment Service Packs provided under this Addendum shall materially perform in accordance with the applicable Equipment Documentation for ninety(90)days after download by Customer,provided that Customer's use,installation and maintenance thereof conforms to the Equipment Documentation. 8.3 Remedies.To the extent permitted by Applicable Law,Customer's exclusive remedies for any breach of UKG's warranties outlined in this Addendum shall be,at UKG's option,the repair or replacement of the applicable Equipment Service Pack(s)or firmware update(s). 8.4 Disclaimer.Section 6.4 of the Agreement shall apply to the provision of Equipment under this Addendum. References to Services in such Section 6.4 shall be taken to mean Equipment for the purposes of this Addendum. 8.5 Customer Warranty. Customer warrants that it has obtained all the information it requires to fully evaluate the Equipment and determine that the Equipment is suited to its organization, needs and objectives. All Equipment will be supplied based upon the information provided by Customer or on behalf of Customer to UKG.Customer is responsible to provide all such information in a timely, complete and accurate manner.Customer will be responsible for any adverse effect that any Customer delay or instruction may have on the supply and operation of the Equipment. 9. Limitation of Liability. 9.1 Monetary Cap.THE TOTAL AGGREGATE LIABILITY OF UKG IN CONNECTION WITH THIS ADDENDUM WILL BE LIMITED TO ACTUAL AND DIRECT DAMAGES PROVEN BY CUSTOMER. FOR RENTAL EQUIPMENT, UKG'S TOTAL AGGREGATE LIABILITY FOR ANY AND ALL CLAIMS IN CONNECTION WITH ANY SUCH EQUIPMENT WILL NOT EXCEED THE AMOUNT OF TOTAL NET PAYMENTS RECEIVED BY UKG FOR THE APPLICABLE EQUIPMENT IN THE TWELVE(12) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE IN WHICH THE DAMAGES ARISE. FOR PURCHASED EQUIPMENT,UKG'STOTAL AGGREGATE LIABILITY FORANY AND ALLCLAIMS IN CONNECTION WITH ANY SUCH EQUIPMENT WILL NOT EXCEED THE AMOUNT OF TOTAL NET PAYMENTS RECEIVED BY UKG FOR THE APPLICABLE EQUIPMENT FROM WHICH THE DAMAGES ARISE.UKG'S TOTAL AGGREGATE LIABILITY FOR EQUIPMENT SUPPORT SERVICES AND EQUIPMENT SERVICE PACKS IS SUBJECT TO SECTION 9 OF THE AGREEMENT. 9.2 Exclusion of Damages.UKG WILL NOT BE LIABLE FOR ANY INDIRECT,CONSEQUENTIAL,INCIDENTAL,SPECIAL,OR PUNITIVE DAMAGES; FOR THE COST OF ACQUIRING SUBSTITUTE OR REPLACEMENT OF EQUIPMENT OR SERVICES;OR FOR ANY LOST OR IMPUTED PROFITS OR REVENUES, BUSINESS INTERRUPTION, LOST GOODWILL, OR LOST DATA RESULTING FROM OR RELATED TO THIS ADDENDUM, HOWEVER CAUSED. 9.3 Applicability of Limitations.THESE LIMITATIONS APPLY FOR ANY REASON, REGARDLESS OF ANY LEGAL THEORY AND FOR WHATEVER REASON LIABILITY IS ASSERTED, EVEN IF UKG HAS KNOWLEDGE OF THE POSSIBILITY OF SUCH DAMAGES AND WHETHER OR NOT SUCH DAMAGES ARE FORESEEABLE. INSOFAR AS APPLICABLE LAW PROHIBITS ANY LIMITATION ON LIABILITY HEREIN,THE PARTIES AGREE THAT SUCH LIMITATION WILL BE AUTOMATICALLY MODIFIED, BUT ONLY TO THE EXTENT SO AS TO MAKE THE LIMITATION COMPLIANT WITH APPLICABLE LAW. THE PARTIES AGREE THAT THE LIMITATIONS ON LIABILITIES SET FORTH HEREIN ARE AGREED ALLOCATIONS OF RISK AND SUCH LIMITATIONS WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. 10 Finger Scan(FS)and Facial Recognition(FIR)Equipment. 10.1 FS/FR Warranty. For Customer's use of Equipment containing finger scan sensor and/or facial recognition technology ("FS/FR Equipment"), Customer has the option to configure the FS/FR Equipment settings to capture or not, and to provide the option to its employees.Customer warrants that it will assess and will maintain its compliance with all applicable biometric privacy laws with respect to its use of FS/FR Equipment(including but not limited to undertaking a legitimate interest assessment,where required). If required by law, MSA v2024.08.28 US.EN US Public Sector Page 14 of 17 1935 "COMPOSITE EXHIBIT A" *%J* K(Gi Customer further warrants that prior to using finger scan sensor and/or facial recognition technology in FS/FR Equipment it shall,where applicable: (i)obtain signed releases from employees consenting to the use of the applicable FS/FR Equipment for employee timekeeping purposes(where appropriate);(ii)issue policies to their employees and the public regarding its retention and destruction of the finger scan or facial recognition data,and(iii)shall expressly apply any releases,consents,or policies required by applicable law to UKG,its affiliates and its authorized subcontractors. 10.2 FS/FR Responsibility.CUSTOMER AGREES TO BE RESPONSIBLE FROM ANY AND ALL DAMAGES,LOSSES,LIABILITIES,COSTS,PENALTIES, AND FINES ACTUALLY AWARDED TO A THIRD PARTY AS A RESULT OF SUCH A FS/FR EQUIPMENT CLAIM.UPON RECEIPT OF NOTICE OF SUCH AN EQUIPMENT CLAIM,UKG SHALL BE ENTITLED TO PARTICIPATE IN THE DEFENSE OF SUCH CLAIM AND TO EMPLOY COUNSEL AT ITS OWN EXPENSE TO ASSIST IN THE HANDLING OF SUCH CLAIM,ON A MONITORING AND A NON-CONTROLLING BASIS; (II)CUSTOMER SHALL NOT SETTLE ANY EQUIPMENT CLAIM ON ANY TERMS OR IN ANY MANNER THAT ADVERSELY AFFECTS THE RIGHTS OF UKG WITHOUT ITS PRIOR WRITTEN CONSENT;AND(III)UKG SHALL PROVIDE REASONABLE COOPERATION AND ASSISTANCE AT CUSTOMER'S SOLE COST AND EXPENSE. MSA v2024.08.28 US.EN US Public Sector Page 15 of 17 1936 KG "COMPOSITE EXHIBIT A" ._.. Exhibit A Purchased Equipment Description This Purchase Equipment Description is supplemental to the Equipment Addendum and contains additional or different terms with respect to the purchase of Equipment and related Support Services by Customer. 1. Definitions. In this Exhibit A,capitalized terms shall have the meanings set out below: "Initial Term"—means the initial billing term of the Equipment Support Service as set forth in Section 4.2 below. "Renewal Term"—means the renewal billing term of the Equipment Support Service as set forth in Section 4.2 below. "Term"—means the Initial Term and any Renewal Terms,together. 2. Invoicing of Purchased Equipment and Support Services. UKG shall invoice Customer for purchased Equipment and Equipment Support Services upon shipment of such purchased Equipment. 3. Renewal and Termination. 3.1 Upon expiry of the Initial Term,the term of the Equipment Support Services will renew for successive Renewal Terms unless either Party notifies the other in writing of its intent not to renew at least thirty(30)days prior to expiry of the then-current Initial Term or a Renewal Term. 3.2 The fees for Equipment Support Services may change on the commencement of each applicable Renewal Term,provided that UKG gives Customer at least thirty(30)days' prior written notice of such change through the renewal quote or invoice,and the fees for the same quantity of such Equipment and the same Equipment Support Service may increase as set forth in the Order over the previous year. The increased fees will be set forth in the applicable invoice. 4. Support Services. 4.1 Option. Customer may purchase the following Equipment Support Services packages: (a) Depot Exchange Service; (b) Depot Repair Service;or (c) Device Software Maintenance. Each package includes access to UKG online and phone support services. All Equipment of the same type, including spare Equipment (described in Section 6.3 of the Addendum), must be covered by the same Equipment Support Services package. If Customer requests Equipment support from UKG for Equipment not covered by Equipment Support Services,UKG's per-event rates will apply. 4.2 Term. Unless expressly agreed by the Parties in writing,the Initial Term and each Renewal Term of Equipment Support Services for purchased Equipment is one(1)year,with the Initial Term commencing upon the expiration of the warranty period described in Section 5 below and the Renewal Term commencing on the expiry of the Initial Term or the previous Renewal Term. S. Warranty. Unless otherwise expressly agreed in writing,UKG warrants that purchased Equipment,under normal usage and with regular recommended Equipment Support Service, shall be free from defects in materials and workmanship, as set forth in the Equipment Documentation,for a period of ninety (90) days from the date of delivery of the purchased Equipment.This warranty is provided to Customer only,and does not apply to any Equipment:(a)damage or malfunction resulting from misuse,neglect,tampering,modification or replacement of any UKG components on any boards supplied with the Equipment, unusual physical or electrical stress,or any other cause besides normal and intended use; (b) use, installation or maintenance by Customer that does not conform to the applicable Equipment Documentation;or(c)malfunctions resulting from the use of a badge not approved by UKG. UKG's entire liability for a breach of this warranty shall be for UKG,at its option and cost,to repair or replace the affected Equipment,and,if UKG is unable to repair or replace within a reasonabletime,then upon return of such Equipmentto UKG,UKG will refund the amount Customer paid for the affected Equipment as depreciated on a straight-line basis over a five(S)year period. MSA v2024.08.28 US.EN US Public Sector Page 16 of 17 1937 "COMPOSITE EXHIBIT A" %ji%G Exhibit B Equipment Rental Description This Equipment Rental Description is supplemental to the Equipment Addendum and contains additional or different terms with respect to Equipment rented by Customer. 1. Definitions. In this Exhibit B,capitalized terms shall have the meanings set out below: "Billing Start Date"—means the date Equipment Rental Fees begin to accrue,as set forth on the Order. "Billing Frequency"—means the invoice frequency of Equipment Rental Fees,as set forth on the Order. "Equipment Rental Fees"—means the fees payable to UKG for rented Equipment,as applicable that are set forth on the Order. "Initial Term"—means the initial billing term of the rented Equipment as set forth on the Order which commences on the Billing Start Date. "Renewal Term"—means the renewal billing term of the rented Equipment as set forth on the Order. "Term"—means the Initial Term and any Renewal Terms,together. 2. Payment and Invoicing. UKG shall invoice Customer on the Billing Frequency indicated on the Order. The billing period of the Equipment Rental Fees will start on the Billing Start Date and will continue forthe Initial Term. The Equipment Rental Fees include the cost of the Depot Exchange Service (as described below)for such Equipment. 3. Renewal and Return 3.1 On expiry of the Initial Term and expiry of each Renewal Term,each as indicated on the Order,the Term of the rented Equipment will automatically renew for the duration indicated on the Order as the Renewal Term unless either Party notifies the other in writing of its intent not to renew at least thirty(30)days prior to expiry of the then-current Initial Term or a Renewal Term. 3.2 The fees for rented Equipment may increase on the commencement of each applicable Renewal Term, provided that UKG gives Customer at least thirty (30) days' prior written notice of such change through the renewal quote or invoice.The fees for the same quantity of such Equipment may increase over the previous year as set forth in the Order.The increased fees will be set forth in the applicable invoice. 3.3 Within thirty(30)days of the date of termination or expiration of the Term,Customer shall,at Customer's expense,return all rented Equipment to UKG in the same condition as it was in when originally received by Customer,reasonable wear and tear excepted.Customer shall pay UKG the then-current list price of any rented Equipment that Customer fails to return as required under this Addendum. 4. Ownership. Rented Equipment is and shall remain the sole and exclusive personal property of UKG and will not become a fixture if attached to other equipment or real property.Customer shall not do or allow to occur anything which might adversely affect UKG's right, title or interest in the Equipment. Customer shall not sell or otherwise encumber rented Equipment and shall not make any alterations or remove rented Equipment from the place where such Equipment is originally installed without UKG's prior written consent. S. Support Services. The Depot Exchange Service applies to all rented Equipment at no additional cost. 6. Warranty. Unless otherwise expressly agreed in writing,rented Equipment is provided "AS IS"with all faults UKG's sole obligation for defective equipment shall be for UKG,at its option and cost,to repair or replace the affected Equipment,and,if UKG is unable to repair or replace within a reasonable time, then upon return of such Equipment to UKG, UKG will refund prepaid rental fees made by the Customer for use of affected Equipment after such return date. MSA v2024.08.28 US.EN US Public Sector Page 17 of 17 1938 I b rr N O O Z O O � w N N c 40 � o en o v w N O� r •'i� v v 6► o Cl, V p .w N �•'� aQi 0 rl N ^' 61 o c b a. D 64 U ww ry G O EA ; In cc u > Ixf V o y «" l 40 p .fir 6 m YI O o 4 u ti cv 'C o 69 X ` tlR r � a LV O p ti O = i ' to cq O O �� O °O° O �•" i4 6A cc O N 3 N o cw o �+ R n v A O O L1 G1 (� Cjc GA o y U p "C cl Fy " U o �, y pvl C y C r O COA a O H .r •TRi O :: CA y O R 40 WCO W ti Cq en " w cc Cx f q in 46, y r 61 PC I OC a � w0 � HU 1939 "Composite Exhibit B" Quote#:Q-199737 Page 1/3 Ah< 99M. IL 119M II I:::l: . IIII° I: Quote#:Q-199737 Order Type:Quote Expires:07 Mar,2025 Date:28 Feb,2025 Sales Executive: Sydney Schultz Effective Date: Effective as of the date of last signature of this Order Customer Legal Name: Ship To: MONROE COUNTY FIRE RESCUE MONROE COUNTY FIRE RESCUE 490 63RD ST OCEAN MARATHON, FL 33050 USA Customer Legal Address: 490 63RD ST OCEAN,MARATHON, FL 33050 USA Bill To: MONROE COUNTY FIRE RESCUE 490 63RD ST OCEAN MARATHON, FL 33050 USA Bill To Contact: Ship To Contact: Cara Johnson Ship to Phone: 13052896004 Ship to Mobile: 305-587-4775 Contact: Cara Johnson Email:johnson-cara@monroecounty-fl.gov Currency: USD Shipping Terms: Shipping Point Customer PO Number: Ship Method: FedEx Ground Solution ID: 6105141 Freight Term: Prepay&Add Initial Term: 12 months Renewal Term: 12 months Uplift Percent:6% Payment Terms: Net 30 Days Billing Start Date: Upon Signature of Order Form V KG UKG Kronos Systems LLC 900 Chelmsford Street Lowell,MA 01851 1940 Quote#:Q-199737 Page 2/3 Sambm cidpttlioi m Se v1m°;es Billing Frequency:Annual in Advance UKG TELESTAFF CLOUD 19077U7SD2,0472.50Total Price t°tn '11ol~rme Selt:up 1.ee Billing Frequency: Billed 100%upon signature of the order form cam One Time Setup Fees USD 2,500.00 Quote Sm.sinrmirrl4ary Total Monthly SaaS and Equipment Rental Fees USD 2,042.50 Total One Time Fees USD 2,500.00 Order Notes: The fees for the Subscription Services are invoiced 60 days prior to the Billing Start Date. By ordering TeteS'taff Cloud pursuant to this Order,Customer acknowledges that LIKG will transition Customer's use of time existing TeleStaff Applications in the Kronos Private Cloud(KPC)to use of the TeleStaff Cloud Applications in the Google Cloud platform (GCP).Customer's right to use the existing TeleStaff Applications in KPC will terminate sixty(60)days after go-live of the TeleStaff Cloud Applications set forth on this Order in GCP„but in no event beyond December 31, 2025. UKG TeleStaff Cloud Monthly Service shall be'invoiced at the Bluing Frequency indicated on this Order Form„commencing on the Billing Start Date.As of the Billing Start Date, UKG will credit any pre-paid but unused TeleStaff applications in the KPC and apply such credits against any amounts owed to UKG by Customer until such credit is expended. Customer shall pay For the TeleStaff Applications in the KPC fees until the TeleStaff Cloud Billing Start Date. This Order is subject to and governed by the terms and conditions of the Agreement dated as of the Effective Date between UKG and Customer(hereafter"Agreement") UKG UKG Kronos Systems LLC 900 Chelmsford Street Lowell,MA 01851 1941 Quote#:Q-199737 Page 3/3 UKG is aligning our product brand and announcing that the UKG Dimensions®and UKG Pro®solutions will be one product suite under the name UKG Pro.Click here to learn more and view examples of current to future names rr 1 ?..11v ml m r crla i ;d n ,�k pi g rya s !u urn _pjdg Im ��i1�tu2-ig U9� l....�i n sions, U K _ UKG Kronos Systems LLC NO Chelmsford Street Lowell,MA 01851 1942 TE CERTIFICATEOF LIABILITY INSURANCE DA022 (20 525(MMIDDnYYY1 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT.- If the certificate holder is an ADDITIONAL INSURED,the pollcy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer tights to the certificate holder in lieu of such endorsement(s). PRODUCER .WAMLACT ... ----. MARSH USA,LLC PHONE - 99 HIGH STREETFac B r hxrl -.-- NoI BOSTON.MA 02110A1L IN Attn:Boston.Certrequest@marsh.com A1711RI 3AkI .F(S�',Al-ORDING C'(`fVF RAtalE�........,m ., m NA C,'9 .. CN101980216-US-MA-GAWUP-24 � $m Go aaaav 20281 . ....�.._._. .p,� .. .�...,,...... �.tN'gUR,LRA Fecl4relG fns�tt tlntJ.". _ tlk e.. w . ".._------ .�..�.._ -w.._ � 20303 UKG Kronos Systems LLC MT RFN 8... F4tlLc401G,rtn In1r� m.._ 900 Chelmsford Street tl � 22667 �� .. ,.._ Lowell,MA 01851 INSURER D11y[ _r �n .. _.. 11150 INSURERE ..�,,.,m..... ..................�.�..,...m. ._ w.�................�,,. INS1IltER't COVERAGES CERTIFICATE NUMBER: NYC 011483133.10 REVISION NUMBER: 4 THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, mlml D11 YYYLLAIMS EXCLUSIONS AND CONDITIONS�NCE OF SUCH POLICIES..LIMITS SHOWN MAY HAVE� y012024f 1ti012025 P EACH m L. BY PAID BEEN REDUCED 'ie"11311ft'.5'U POLICYNUMBE .mm,m.._ .. .,,.._ IMfis .. _. .. GkA _VW a YrCYY 1,000,000 LAIMS-MADEGENERAL X„ OCCUR X 3606-00 33 '.,.8@ta'mrm, ,,,,,,.. ....���m� .., A COMMERCIAL. X 000 MED EXP IAtlt one 10: ttlsaatl'h........,..�.5............ .... .. 0 � -_ .... . m . ...... PERSONAL 8 ADV INJURY I S 1.000,000 ' 00 X N'POLICyE.,,,., PRO,,... ❑LOC,,,,,,.. PRODUCTS ......,. —,. .. ..20000W GATE LIMIT APPLIES PER RODUCTS-COMPIOP AGG S 2 Lt) NERALAGGREGATE S JECT 01 HER B . , _ w _ 1210125_ Vc,E m iw�ltf�a�hNu�L4�� r6N-GLt t_0_M AUTomoBILE LIABILITY X 1361 0.85 12D012024 .__�..s .� __ ...... 000 0i)0 BODILY person) X TO OWNED i SCHEDOSULED BODILY INJURY(Per accident) 5 mm AUTOS ONLY AUT HIRED NON-OWNED tlPaar ace'drSrrga4 $ AUTOS ONLY „..............AUTOS ONLY ._� �. ..... .... ..�w .. 4 10,000.000 X UMBRELAL �B X �CU — X 7819-27-57 1210112024 1210112025 OCCURRENCE s Excess lJA AGGREGATE s 10000001 RETENTIONb 9AQ',. C WO"ERS COT ATION I Xtc tJT r r LITY SIN N I a, 718344.74 ... 177ii 12t)24 1 01 0�'tl X 1�s E.L EACH ACCIDENT S 1 OtlO 000 OFTJCf°RNEMSERLXCLUDED" �N� -- iMandatomY in NH) E L DISEASE-EA >Y1;,d: S 1,000,000 CIyea,des�cnbe under EL DISEASE POLICYL LIMIT S 1,000,000 �,.,.�... DESC 121012024 12101..... .w D ^PROF ILIAB TECH IPDON OF E801ERA rCYBER ..� � � �-� NPL006754M3 2025 A COMMERCIAL PROPERTY 3606-40-33 121012024 121012025 ALL RISK „�.. .. .. Remarks Schedule,may be attached if more space is regw..�. �... .. ."._� ..� � ....." . DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES(ACORD 101,Additional required) Monroe County Board of County Commissioners is listed as additional insured as per written agreement APPROVED BY RISK MANAGEMENT 0Y ... DATE 2 262 11 5 ° WAIVER N/A X YES CERTIFICATE HOLDEN CANCELLATION Monroe County Board of County SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Commissioners THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 1100 Simonton Street ACCORDANCE WITH THE POLICY PROVISIONS. Key West,FL 33040 AUTHORIZED REPRESENTATIVE of Marsh USA LLC 11Y.mra�E ZC.S���� ©1988-2016 ACORD CORPORATION. All rights reserved_ ACORD 25(2016103) The ACORD name and logo are registered marks of ACORD 1943