HomeMy WebLinkAbout03/25/2025 Agreement GVS COURTq c
o: A Kevin Madok, CPA
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�o ........ � Clerk of the Circuit Court& Comptroller Monroe County, Florida
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DATE: April 2, 2025
TO: Cheri Tamborski
Emergency Services
Mayor Bruce Halle
Fire & Ambulance District 1 Board of Governors
FROM: Liz Yongue, Deputy Clerk
SUBJECT: March 25, 2025 BOCC Meeting
The following item has been executed, redacted and added to the record:
C7/H1 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 (I)-time fee for migration services from a private to
a public cloud platform.
Should you have any questions, please feel free to contact me at(305) 292-3550.
cc: County Attorney_
Finance
File
KEY WEST MARATHON PLANTATION KEY
500 Whitehead Street 3117 Overseas Highway 88770 Overseas Highway
Key West, Florida 33040 Marathon, Florida 33050 Plantation Key, Florida 33070
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 25th day of March, 2025, 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"Exhibit B."hi 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"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 "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 "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
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 the County
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. This contract, and
any renewals or modifications thereof,must not exceed the total value of$100,000 without
the prior written approval of the Board of County Commissioners.As used herein,the total
value of the contract,plus renewal(s) or modifications,is calculated by adding the value of
each renewal and/or value-added amendment after the Board of County Commissioners'
most recent approval.
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
terminate due to such merger, sale or acquisition.
8) Data Management; Data Security Standards. Contractor must agree to comply with the
County's written demands as they apply within the terms set forth in the UKG Data
Processing Agreement regarding cooperation (and any applicable financial
responsibilities) for timely data breach incident reporting, response activities/fact-
gathering, public and other governmental agency notification requirements, severity level
assessment, and after-action reporting, consistent with applicable Sections 282.3185(5) &
(6), and 501.171, Fla. Stats., as amended from time to time. To ensure safety of personal
data, Contractor must comply with the 2016 European Union's General Data Privacy
Regulation (GDPR) that became effective in the European Union on May 25, 2018, and
any more recently revised version thereof as set forth in the UKG Data Processing
Agreement. For any system integration between the County's network systems andthat of
the Contractor,including any unique integration requirements of the County's network and
information technology systems, the Contractor hereby agrees to comply with ISO/IEC
27001 for its internal system, at a minimum.
9) Insurance Requirements. Contractor shall obtain and maintain at its own expense the
insurance coverages listed within this paragraph prior to commencing service under this
Agreement, and maintain such coverage throughout the term of the Agreement. All
insurance requirements provided for in this Agreement shall be subject to annual review.
Depending on the extent of contractual obligations incurred by the Contractor, the below
insurances will be required. If the insurance policies originally purchased that meet the
requirements are canceled, terminated, or reduced in coverage, then the Contractor must
immediately substitute complying policies so that no gap in coverage occurs. Upon
execution of this Agreement, Contractor shall furnish the County Certificates of Insurance
indicating the minimum coverage limitations in the following amounts:
a) WORKERS COMPENSATION AND EMPLOYER'S LIABILTIY
INSURANCE. Where applicable, coverage to apply for all employees at the
minimum statutory limits as required by Florida Law, and Employee's Liability
coverage in the amount of$500,000.00 bodily injury by accident, $500,000.00
bodily injury by disease, policy limits, and $500,000.00 bodily injury by disease,
each employee.
b) COMPREHENSIVE AUTOMOBILE VEHICLE LIABILITY
INSURANCE. Motor vehicle liability insurance, including applicable no-fault
coverage, with limits of liability of not less than $300,000.00 per occurrence,
combined single limit for Bodily Injury Liability and Property Damage Liability.
If single limits are provided, the minimum acceptable limits are $200,000.00 per
person,$300,000.00 per occurrence,and$200,000.00 property damage. Coverage
shall include all owned vehicles, all non-owned vehicles, and all hired vehicles.
c) COMMERCIAL GENERAL LIABILITY. Commercial general liability
coverage with limits of liability of not less than $1,000,000.00 per occurrence
combined single limit,and not less than$2,000,000.00 in the aggregate,for Bodily
Injury Liability and Property Damage Liability. Such coverage must include, as a
minimum: Premises Operations, Products and Completed Operations, Blanket
Contractual Liability,and Personal Injury Liability.An Occurrence Form policy is
preferred. If coverage is provided on a Claims Made policy, its provisions should
include coverage for claims filed on or after the effective date of this contract.
d)
Page 3 of 12
e) CERTIFICATES OF INSURANCE. Original Certificates of Insurance shall be
provided to the County at the time of execution of this Agreement. Each policy
certificate shall be endorsed with a provision that not less than thirty(30) calendar
days' written notice shall be provided to the Insured before any policy or coverage
is canceled or restricted.The underwriter of such insurance shall be qualified to do
business in the State of Florida. If requested by the County Administrator, the
insurance coverage shall be primary insurance with respect to the County. Failure
of Contractor to comply with the insurance requirements of this section shall be
cause for immediate termination of this Agreement.
MONROE COUNTY BOARD OF COUNTY COMMISSIONERS, II00 SIMONTON
STREET, KEY WEST, FLORIDA 33040, MUST BE NAMED AS ADDITIONAL
INSURED ON GENERAL LIABILITY POLICIES EXCEPT WORKER'S
COMPENSATION.
10) Indemnification &Hold Harmless
a) Section 8.1 of the UKG Master Services 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 Customer ("Customer
Indemnified Parties"),from and against any and all third party Claims to
the extent (i) the Services or Documentation infringe or misappropriate
any registered copyright or patent,(ii)caused by UKG's gross negligence,
willful misconduct, or fraud, (iii) caused by UKG's act or omission and
resulting in death or personal bodily injury, (iv) caused by UKG's
violation of Applicable Law. 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.
b) Except as otherwise set forth in the Agreement, nothing contained herein is
intended,nor may it be construed,to waive County's rights and immunities under
the common law or Section 768.28, 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 circumstances that occur during the term of this Agreement, this
section will survive the expiration of the term of this Agreement or any earlier
termination of this Agreement.
11) Discriminatory Vendor List
Contractor hereby acknowledges its continuous duty to disclose to the County if the
Contractor or any of its affiliates,as defined by Section 287.134(1)(a),Florida Statutes,are
placed on the Discriminatory Vendor List. Pursuant to Section 287.134(2)(a),Florida
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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
The eligibility of persons to bid for an award of County contract(s),or enter into a contract,
may be suspended pursuant to sec. 2-347(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 in a bid or contract)
pursuant to a County contract, same shall constitute a material breach of the contract. The
County, in its sole discretion, may terminate the contract with no further liability to the
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 competition 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 2-149, Monroe County Code of Ordinances, or any County officer
or employee in violation of Section 2-150,Monroe County Code of Ordinances.For breach
or violation of this provision the County may, in its discretion, terminate 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
2-152(b),Monroe County Code of Ordinances.
15) Notice
All written correspondence to the County shall be dated and signed by an authorized
representative of the Contractor. Any 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 courier with proof of delivery.Notice is deemed received
by Contractor when hand delivered by national courier with proof of delivery or by U.S.
Mail upon verified receipt or upon the date of refusal or non-acceptance of delivery. Notice
shall be sent to the following persons:
FOR COUNTY: FOR CONTRACTOR:
County Administrator EVP Chief Legal Officer
Monroe County UKG,Inc.
1100 Simonton Street,Room 2-205 900 Chelmsford Street,Lowell,MA 01851
Key West, FL 33040 Email: UKGLegalAukg.cotn
And (with copy to)
Monroe County Attorney's Office
I I 1112th 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 America. The parties waive the privilege of venue and
agree that all litigation between them in the state courts will take place exclusively in the
Sixteenth Judicial Circuit in and for Monroe County,Florida,and that all litigation between
them in the federal courts will take place exclusively in the United States District Court in
and for the Southern District of Florida,or United States Bankruptcy Court forthe 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 administrative
proceeding is initiated or defended by any party relative to the enforcement or
interpretation of this Agreement, the prevailing parry shall be entitled to reasonable
attorney's fees and costs actually awarded by a court of applicable jurisdiction to the extent
such fees result from a breach of this Agreement.
18) Trade Secrets
Documents submitted by Contractor which constitute trade secrets as defined in Sections
812.081 and 688.002,Florida Statutes,as amended from time to time,and which are clearly
marked, identified as per their nature or stamped as confidential by the Contractor at the
time of submission to the County,will not be subject to public access. However, should a
requestor of public records challenge Contractor's interpretation of the term"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 information actually constitutes same as defined by law.
Contractor must demonstrate the need for confidentiality of the documentation by showing
a business advantage or an opportunity to obtain an advantage if the documentation 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
County's release of the requested records.
Page 6 of 12
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: 13tJB1J �"RE �............................................................
(,RD( I : N 4 ; : .1N1: ',,,,,
�V:�"1.,.G(:)" , 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
public entity;it may 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 leases of real
property to a public entity;it may not be awarded or perform work as a contractor,supplier,
subcontractor,or consultant under a contract with any public entity;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 ($35,000), 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
The Contractor must comply with any applicable disclosure requirements in Section
286.101, Florida Statutes. Pursuant to Section 286.101(7)(b),Florida Statutes: "hi addition
to any fine assessed under [§ 286.101(7)(a), Florida Statutes], a final order determining a
third or subsequent violation by an entity other than a state agency or political subdivision
must automatically disqualify the entity from eligibility for any grant or contract funded by
a state agency or any political subdivision until such ineligibility is lifted by the
Administration Commission[Governor and Cabinet per§14.202,Florida Statutes]for good
cause.
23) Scrutinized Companies and Countries 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 the time the
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 Terrorism Sectors List (formerly the Iran Petroleum Energy Sector List); and c)
has not been engaged in business 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 amended, or
is engaged in a boycott of Israel after the execution of this Agreement, County will have
all rights and remedies to terminate this Agreement consistent with Section 287.135,
Florida Statutes,as amended. The County reserves all rights to waive certain requirements
of this paragraph on a case-by-case exception basis pursuant to Section 287.135, Florida
Statutes,as amended.Beginning January 1,2024,the County must not enter into a contract
that grants access to an individual's personal identifying information to any Foreign
Country 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 regime of Nicolas 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 amended.
Beginning January 1, 2025,the County must not extend or renew any contract that grants
access to an individual's personal identifying information 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 amended.Violations of this Section will result
in termination of this Agreement and may result in administrative sanctions and penalties
by the Office of the Attorney General of the State of Florida.
UKG KRONOS SYSTEMS.LLC is not owned by the government 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 Country of Concern does
not have a Controlling Interest in the entity.
Page 8 of 12
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: C,- �,,�lt�..�., Date: March 3, 2025
24) Noncoereive 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
VII 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 Vill 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
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
provisions 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)following a conviction or being held civilly liable
for an antitrust violation may not submit 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 on new leases of real property to a
public entity;may not be awarded or perform work as a contractor,supplier,subcontractor,
or consultant under a new contract with a public entity;and may not transact new business
with a public entity. By entering this Agreement, Contractor certifies to the best of 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
Agreement can be supplemented and/or amended only by a written document executedby
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
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: Ck. Gt.J.,
Signature
John.A.Butler,Vice President
Print Nine&Title
STATE OF MASSACHUSETTS
COUNTY OF MIDDLES€X
The foregoing instrument was sworn to/affirmed.and acknowledged before me by
Means of iE physical presence or 0 online notarization,this 3rd day of March ,2025 ,by
John A.ButlerVtesitimix-xf.eg Vice President 7414 of UKG KRONOS
SYSTEMS, LLC a LLC or Cororation. He/Sli6 is ersoriall kna!rJ 0r has produced
`„pit,!lrt•+.,_ (type of identification)as identification.
a...-arrv)/N—k.1-1,,,y,: ..c " -----
®.z. Q v.,30,zo-q�;' 'Nc�tar. Public
-., o ,���. ,. Signature y
a * : ,V , : * Barbara Ann Kennedy _�• ,: .. = Stamp Commissioned Name of Notary Public)
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BOARD OF COUNTY COMMISSIONERS FI R MONROE COUNTY,FLO' II A:
ilk 1, ',... o:
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.
l 4 I r James K.Scholl
BOARD OF GOVERNORS,FIRE AND AMBULA DISTRICT 1 ` 0 1 E
COUNTY,FLORIDA:
By:
Chairman Bruce Halle
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' , •°°y` Digitally s�g'.�.d by Eve M.L�+rils , ,""""
Eve M. Lewis Date:20 ,03.05 1109:37•tiSq�J'
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Eve M.Lewis,Assistant County Attorney nt' : -
Page 12 of 12
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"COMPOSITE EXHIBIT A" vKG
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.
1. 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 hftps://www.ukq.com/saas-support-policies-and-
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 Services 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. UKG 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"workfor 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,
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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 will 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 shall 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.com/acceptable-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 fail 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. If 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 fully 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 Customer's 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.
3. 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 fees 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.
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The increased fees will be set forth in the applicable invoice. Except as otherwise specified in the Order and this
Agreement (a) subscription fees are based on Subscription Services purchased and not time of actual usage; (b)
minimum quantities purchased cannot be decreased during the relevant the then current Initial Term or Renewal Term;
(c) additional quantities may be purchased; and (d) payment obligations are non-cancelable and fees paid are non-
refundable.
3.2 Taxes. This section applies only if Customer has not provided with a valid tax exemption certificate authorized and honored
by applicable taxing authorities that covers all Taxes. The fees exclude, and Customer will be responsible for, all applicable
sales, use, excise, withholding, VAT, and any other similar taxes, duties and charges 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 writing within thirty (30) 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 amounts are due
and payable may accrue interest at a rate up to the maximum allowable by applicable law. Customer will reimburse UKG
for any additional reasonable cost incurred by UKG 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.
4. 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 Customer 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.
4.2 Use of Customer Data. Consistent with common Software as a Service (SaaS) industry practices and in accordance
with Applicable Laws, UKG collects Customer Data to keep Services regularly up to date with appropriate market
standards and security.All Customer Data collected is used solely forthe purpose of providing and improving the Services
and enhancing the customer experience with new functionalities.
4.3 Collection of Personal Information. Services may employ applications and tools that collect and process Personal
Information that may be required by UKG to provide the requested Services or functionality included in or related to those
Services. If Customer wishes to stop the collection and processing of Personal Information, Customer may need to
uninstall or 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.
5. Confidentiality
5.1 Definition. "Confidential Information" is any non-public information relating to a Party that is disclosed pursuant to any
Order or this Agreement, 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;(c)released in writing from confidential treatment by disclosing
Party; or(d)is independently developed by the receiving Party without use of or reference to the Confidential Information.
5.3 Nondisclosure. Except as expressly permitted in this section, neither Party will disclose the other Party's Confidential
Information to any third party.
5.4 Protection. Each Party will secure and protect the Confidential Information of 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
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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 other third party who has a need to know to enable the receiving Party to exercise its rights or perform its obligations
in connection with this Agreement and have non-disclosure obligations at least as stringent as the confidentiality
provisions of this Agreement that apply to the Confidential Information; or (b) any court or governmental agency of
competent jurisdiction, pursuant to a subpoena, order, civil investigative demand or similar process with which the
receiving Party is legally obligated to comply, and of which the receiving Party notifies disclosing Party as required by a
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 so that the disclosing Party has an opportunity to contest any disclosure required by a legal process).
5.7 FOIA/Public Disclosure 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
part.
6. Warranty
6.1 Mutual Warranties. Each Party hereby warrants that(a)it has the full right and authority to 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.
6.2 Subscription Services Warranty. UKG warrants that the Subscription Services will substantially conform with the
Documentation and that the functionality of the Subscription Services 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
sole obligation, at UKG's cost, UKG will make commercially reasonable efforts to remedy such breach, provided that if
UKG cannot substantially remedy such breach, then Customer may terminate the affected Subscription Services in
accordance with Section 7.2.2. Customer agrees to report any non-conformance of the Subscription Services within thirty
(30) days of its discovery and provide UKG with reasonable information and assistance to enable UKG to reproduce or
verify the non-conforming aspect of the Subscription Services.
6.3 Professional, Support, and Training Services Warranty. UKG warrants that the Professional Services, Support
Services, and Training Services will be performed by qualified personnel in a good and professional manner. In the event
UKG breaches the warranty described in this Section, as Customer's exclusive remedy and UKG's sole obligation, UKG
will reperform the deficient Professional, Support, or Training Service, at UKG's cost, provided that if UKG cannot
substantially remedy such breach, then UKG will refund any fees prepaid by Customer for the affected Services.
Customer must report any deficiencies in such Services, including Professional Services, within thirty (30) days of the
completion of 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 IMPLIED, INCLUDING ALL WARRANTIES OF
MERCHANTABILITY, QUALITY, PERFORMANCE, FITNESS FOR A PARTICULAR PURPOSE, NON-
INFRINGEMENT, TITLE, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE
PRACTICE, IN CONNECTION WITH THIS AGREEMENT, THE SERVICES, AND ANY PRODUCTS PROVIDED BY
UKG. UKG DOES NOT REPRESENT, WARRANT, OR COVENANT THAT THE SERVICES OR ANY OTHER
PRODUCT OR SERVICE PROVIDED HEREUNDER WILL BE UNINTERRUPTED, ERROR-FREE, VIRUS-FREE, OR
SECURE. THIS DISCLAIMER OF WARRANTY MAY NOT BE VALID 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 (30) DAYS FROM THE EFFECTIVE DATE OF THIS
AGREEMENT(UNLESS AND ONLY TO THE EXTENT SUCH LAW PROVIDES OTHERWISE).
6.5 Customer Warranty. Customer warrants that it has all rights and required consents to provide Customer Data to UKG.
7. Term and Termination
7.1 Term 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 of 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 on the Order as the Renewal Term.
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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 Party 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 Non-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 not 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 Customer's 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.
s. 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 Customer's 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
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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
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the laws of the Commonwealth of Massachusetts, without regard to any conflict of law provision that would result in the
application of a different body of law, and each Party agrees to submit to exclusive venue in the courts in Boston,
Massachusetts in any dispute arising out of or relating to this Agreement. The United Nations Commission on
International Trade Law,the United Nations Convention on Contracts forthe International Sale of Goods,and the Uniform
Computer Information Transactions Act(UCITA)will not apply to this Agreement.
10.2 Federal Government Use Provision. If the ultimate end user is a U.S.federal government entity,then it acknowledges
that the Subscription Services, Equipment and Documentation consist of "commercial services" and "commercial
products," as defined in FAR 2.101, consisting of "commercial computer software," "commercial computer software
documentation" and "technical data" as these terms are used in FAR 12.211-12.212 and in DFARS 227.7202, as
applicable.All such government end users will comply with this Agreement while using Subscription Services, Equipment
and Documentation. the rights of the U.S. Government to use, modify, reproduce, release, perform, display, or disclose
commercial computer software, commercial computer software documentation, and technical data furnished in
connection with the Subscription Services, Equipment and Documentation shall be as provided in this Agreement, except
that, for U.S. Department of Defense end users, technical data customarily provided to the public is furnished in
accordance with DFARS 252.227-7015. If such Customer needs any additional rights, it must negotiate a mutually agreed
addendum to these Agreement specifically granting those rights.
10.3 Export. Each Party shall comply with the export laws 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 a country that is subject to a 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.
10.4 UKG's Employer Obligations. UKG is responsible for compliance with all requirements and obligations relating to its
employees under all Applicable Laws including, but not limited to, employer's obligations under laws relating to: payroll,
income tax withholding and reporting; civil rights; equal employment opportunity; discrimination on the basis of age, sex,
race, color, religion, disability, national origin, or veteran status; overtime; minimum wage; social security contribution
and withholding; unemployment insurance; employer's liability insurance; worker's compensation; veteran's rights; and
all other employment, labor, or benefits related laws.
10.5 Human Trafficking and Modern Slavery. UKG shall 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 business,
including, but not limited to, the California Transparency in Supply Chains Act and the United Kingdom Modern Slavery
Act.
10.6 E-Verify. To the extent required by Applicable Laws, UKG agrees to utilize the U.S. Department of Homeland
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.
10.7 Severability and Waiver. The invalidity or illegality of any provision in this Agreement will not affect the validity of any
other provision. All unaffected provisions remain in full force and effect. The waiver of any breach of this 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 because their obligations continue past termination of the Agreement, including provisions relating to
acknowledgements, reservation of rights, use restrictions, fees, confidentiality, limits of liability, indemnification, and
termination, will so survive.
10.9 Assignment.This Agreement cannot be assigned by a Party,whether by operation of law or otherwise,without the prior
written consent of the other Party; provided, however,that either Party 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 such an assignment, the non-assigning party
shall be entitled to request from the assignee reasonable information to demonstrate that the assignee has the necessary
resources and expertise to provide the Service. In no event shall Customer have the right to assign the Agreement to a
direct competitor of UKG. This Agreement shall be binding on and inure to the benefit of all permitted predecessors,
successors, and assigns of each Party.
10.10 Force Majeure. If an unforeseeable event reasonably beyond the control of either of the Parties arises to prevent a Party
from performing its obligations under this Agreement, including, but not limited to, acts of war, terrorism, uprising, acts of
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
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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:
UKGLeqaIQ_ukg.com with a copy to EVP Chief Legal Officer, UKG Inc., 900 Chelmsford Street, Lowell, MA 01851. All
notices to Customer will be sent to the contact listed 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 communications,
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.
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11.5 "Documentation" means the written specifications for the Subscription Services or other published online by UKG on
its community pages accessible at h ps-://www.ukg.com/supp ort and https:#Iibrary.ukg.com/, such as user manuals and
administrator guides, as well as the Services Descriptions.
11.6 "DPA" means UKG's U.S. Data Processing Agreement located at hftps://www.uLq.com/us-dpa .
11.6 "Order" means an order form, agreed by both Parties, which is subject to this Agreement or otherwise references this
Agreement,setting out, among 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 to be paid
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
"personally 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(e)other services or offerings as set forth in an Order.
11.11 "Services Description" means the supplemental terms applicable to a Subscription Service or other offerings located
at hLp-://www.uka.com/services-d
11.12 "Statement of Work" or "SOW" means a document executed by both Parties, which is subject to this Agreement and
the applicable Order or 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 software-as-a-service("SaaS")applications set forth on the Order,including
the UKG data accessible therein, and made available to Customer via a hosted multi-tenant environment to use on a
subscription basis.
11.15 "Support Services" means support and maintenance services provided by UKG for the Subscription Services, 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.
11.17 "UKG" means UKG Kronos Systems, LLC., a Massachusetts limited liability company with its principal place of business
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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:
11:3 R 0 11-111 II3 II"TIE®II) U S IEE ID IE S C III II If 3110 IN S AND IE A M If 3 II_If®S
(a) INo IIIIIIegall, IHairim-11fu ll,or Customer may not use, or encourage, 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
content that is illegal, harmful, or offensive. Prohibited activities or content include, but are not limited
to:
IIIIIIegall Activities.. Any illegal activities, including advertising, transmitting, or otherwise making
available gambling sites or services or disseminating, promoting or facilitating child pornography.
IHairnnlfu ll or If®irauiduiIlenf Aotiiviitiies„ 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.
Ilnlfiriingiing 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.
IHairnnlfu ll Content. Content or other computer technology that may damage, interfere with,
surreptitiously intercept, or expropriate any system, program, or data, including viruses, Trojan
horses, worms, time bombs, or cancelbots.
(b) INo Security Viiollafiions Customer may not use the Services to violate the security or integrity of any network, computer or
communications system, software application, or network or computing device (each, a "System").
Prohibited activities include, but are not limited to:
Unauthorized Access„Accessing or using any System without 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
test, load test, denial of service simulation or vulnerability scan on any System.
IInterception.. Monitoring of data or traffic on a System without permission.
IFallsiifiioafiion 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.
INo Use of Robots. Customer will not use any tool designed to automatically emulate the actions of
a human user(e.g., robots)
(c) INo INetwork Abuse Customer may not make network connections to any users, hosts, or networks unless Customer has
permission to communicate with them. Prohibited activities include, but are not limited to:
Monitoring or Cirawlliing„ Monitoring or crawling of a System that impairs or disrupts the System
being monitored or crawled.
IDeniiall of Service(DoS)„ Inundating a target with communications requests so the target either
cannot respond to legitimate traffic or responds so slowly that it becomes ineffective.
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lintentionall Ilinteirfeireince.. Interfering with the proper functioning of any System, including any
deliberate attempt to overload a system by mail bombing, news bombing, broadcast attacks, or
flooding techniques.
Operation o-11'Ceirtain Network Services. Operating network services like open proxies, open mail
relays, or open recursive domain name servers.
Avoiding Systeirn Restrictions. Using manual or electronic means to avoid any use limitations
placed on a System, such as access and storage restrictions.
(d) INo E: Maill oir Otheir Customer will not use the Service to distribute, publish, send, or facilitate the sending of unsolicited
IMessage Albuse 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
Policy 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.
UKGmay:
° investigate violations of this Policy or misuse of the 8orviooa� 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 ofa 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 customer information. UKG also may cooperate
with appropriate law enforcement agonoioa, rogu|atora, 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 byCustomer
|f Customer becomes aware of any violation of this Policy, Cuatomorvvi||immediately notify UKG and provide UKGvvith aaaiatanoo,
as roquoatod, to stop or remedy the violation.
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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 or from 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.Forthe 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.
5. Customer Responsibilities.
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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 using the materials provided by UKG forthat purpose,display the 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 Equipment to 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.
Subjectto 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 failure to continually provide a suitable installation environment(as indicated in UKG's published installation guidelines)
including,but not limited to,adequate electrical power;
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(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'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 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
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"COMPOSITE EXHIBIT A" vKG
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 ATHIRD 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
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"COMPOSITE EXHIBIT A" KG
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 orthe previous Renewal Term.
5. 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 applyto 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 fora 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 forthe affected
Equipment as depreciated on a straight-line basis over a five(5)year period.
MSA v2024.08.28 US.EN US Public Sector Page 16 of 17
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"COMPOSITE EXHIBIT A" KG
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.
5. 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
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C RD E R F CD R!'A
Ouote#: (24BBT37 Order Type: Quote
Expires: OTMar, 2025 Dote: 38 Feb, 2O35
Sales Executive: Sydney Schultz
Effective Date: Effective omof the date of last signature of this Order
Customer Legal Name: Ship To: K8ONROG COUNTY FIRE RESCUE
MONROE COUNTY FIRE RESCUE 4BO53RD8TOCEAN
MARATHON, FL33O5OUSA
Customer Legal Address:
4BO53RD8T OCEAN, MARATHON, FL33O5OUSA
Bill To: K8ONRQE COUNTY FIRE RESCUE
4BO53RD8TOCEAN
M/\RAJHON, FL%3U50 USA
Bill ToContact: Ship ToContact: Cara Johnson
Ship to Phone: 13053896004
Ship to Mobile: 305'587'4775
Contact: Cara Johnson
Emnoi|:]ohnmon'cono@mnonroecounty-f|.0ov
Currency: U8D Shipping Terms: Shipping Point
Customer PONumber: Ship Method: FedErGround
Solution ID: O1O5141 Freight Term: Prepay&Add
Initial Term: 13months Renewal Term: 12months
Uplift Percent: O% Payment Terms: Net%UDays
Billing Start Date: Upon Signature of Order Form
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��~~-- WNGN*mmom Systems LLC 90oCba;nwmfordStreet muwmfi,MA018,51
Qume#:Q-199737
Page2/3
Billing Frequency:Annual inAdvance
Total Price LISD 2,042.50
�mm�im� �m�up, Fee
Billing Frequency: Billed 1O0% upon signature of the order form
One Time Setup Fees U S!D!2,5 0 0 090
�mot� �unnmna�y
Total Monthly SaaS and Equipment Rental Fees USID 2,7042.510
Total One Time Fees USID 2,500.001
Order Notes:
The fees for the Subscription Services are invoiced 60 days prior to the Billing Start Date.
By ordering TeleStaff Cloud pursuant to this Order, Customer acknowledges that UKG will transition Customer's use of the 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 thoTo|oStoff
Cloud Applications set forth on this Order in GCP, but in no event beyond December 31, 2025. LIKG TeleStaff Cloud Monthly Service
shall be invoiced at the Billing Frequency indicated on this Order Form, commencing on the Billing Start Date. As of the Billing Start
Date, LIKG will credit any pre-paid but unused TeleStaff Applications in the KPC and apply such credits against any amounts owed to
UKGby Customer until such credit io 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 LIKG and
Customer(hereafter''Agmomont^)
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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
InII >.;':/ ,..u.Ikg.connIone,sLiiteMA/Ih'ire.d�uclCinaurnesairn:;e,lliiainrpiiinrpUndeirO...DII°"aQ'plf.:tiiin�neinsions
G UKG Ilt'ranos Systems LLC 9Cm9 Chehsfor Street Lo epl,MA 01351.
A�® CERTIFICATE OF LIABILITY INSURANCE 7OT2125/2025
IYYYY)
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 policy(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 rights to the certificate holder in lieu of such endorsement(s).
PRODUCONTACT
MARSH US NAME: (,
MARSH USA,LLC. PHONE FAX
99 HIGH STREET A/C No Ext: A/C,No):
BOSTON,MA 02110 E-MAIL
Attn:Boston.Certrequest@marsh.com ADDRESS:
INSURER(S)AFFORDING COVERAGE NAIC#
CN 10 1 980216-US-MA-GAWUP-24- INSURER A: Federal Insurance Company 20281
INSURED INSURER B: Great Northern Insurance Company 20303
UKG Kronos Systems LLC
900 Chelmsford Street INSURER C: ACE American Insurance Company 22667
Lowell,MA 01851 INSURER D: Arch Insurance Company 11150
INSURER E:
INSURER F:
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,
EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
INSRPOLICY EFF POLICY EXP
LTR TYPE OF INSURANCE INSD WVD SUER POLICY NUMBER MM DDfYYYY MM DD/YYYY LIMITS
A X COMMERCIAL GENERAL LIABILITY X 3606-40-33 12/01/2024 12/01/2025 EACH OCCURRENCE $ 1,000,000
DAMAGE TO RENTED
CLAIMS-MADE X OCCUR PREMISES Ea occurrence $ 1,000,000
MED EXP(Any one person) $ 10,000
PERSONAL&ADV INJURY $ 1,000,000
GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000
POLICY❑ JECT PRO ❑ LOC PRODUCTS-COMP/OP AGG $ 2,000,N
000
OTHER: $
B AUTOMOBILE LIABILITY X 7361-70-85 12/01/2024 12/01/2025 OMBINEDt SINGLE LIMIT $ 1,000,000
(Ea acX ANY AUTO BODILY INJURY(Per person) $
OWNED SCHEDULED BODILY INJURY(Per accident) $
AUTOS ONLY AUTOS
HIRED NON-OWNED PROPERTY DAMAGE $
AUTOS ONLY AUTOS ONLY Per accident
L $
A X UMBRELLALIAB X OCCUR X 7819-27-57 12/01/2024 12/01/2025 EACH OCCURRENCE $ 10,000,000
EXCESS LIAB CLAIMS-MADE AGGREGATE $ 10,000,000
DED X RETENTION$ 10000 $
C WORKERS COMPENSATION 7183-44-74 12/01/2024 12/01/2025 PER H-
OT EMPLOYERS'LIABILITY X STATUTE ER
YIN
ANYPROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $ 1,000,000
OFFICER/MEMBER EXCLUDED? N❑ NIA
(Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 1,000,000
If yes,describe under 1,000,000
DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $
D PROF LIAB/TECH E&O/CYBER NPL0067548-03 12/01/2024 12/01/2025
A COMMERCIAL PROPERTY 3606-40-33 12/01/2024 12/01/2025 ALL RISK
DESCRIPTION OF OPERATIONS I LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required)
Monroe County Board of County Commissioners is listed as additional insured as per written agreement.
APPROVED BY RISK MANAGEMENT
BY .rtr'wswP,.2-
DATE 2.26.25
WAIVER NIA X YES
CERTIFICATE HOLDER 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
@ 1988-2016 ACORD CORPORATION. All rights reserved.
ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD