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PD Workforce Telestaff Implementation ServicesvKG Quote e EaP.res 9/30/7021 Prepared By Robin Popp Bll: To Art, Charles Taylor SAN RAFAEL POLICE DEPARTMENT 1A00 °'°•" ""' 1375 5TH AVE Et. era 9491 SAN RAFAEL, (CAA994�901-1942 Solution ID InRiaLy�T Currency us Date. Customer PQ P \, Data Center USA •. Order Form - Workforce Central SaaS for SMB Payment Terms Net 30 Billing Fre4uency(unless otherwise noted at invoices are due per the payment terms noted above! Appycanons Annualm Advance Prefesuonal Ser—cs IOD% upon Fxecut on of Order Form Knpw:edgeoass B Educat on Subscr peon Upon exrcunon of Order ,brm The Profess onal Ser`nces 75G SMB implementation gurdel•nes are attached to this Order Form Order Type Date Standard 8/6/1021 Ship Ta Alin Charles Taylor SAN RAFAEL POLICE DEPARTMENT F 1375 5TH AVE sraEfRM�Eri4a9:5 SAN RAFAEL. CA 94901-1942 Email b.ceobonWkronos coin FOB Ship Method Shippmg Pant FedEx Ground I al. Dale. Freight Terms Prepay B Add 3a C `V v �•I�l�•h Tl il•.;f of t`I ll ttern x Single Sign on Authentication Requires a SAML 2 0 compatible customer solution l 52,4oaool 52 400 o0 Total Price S2,aaD DD n1EI nit()I l s ill) +A. / i Ut.c .110 :A1 i( h u'L I r. &xNWX cpK!! c Ci �SaRafa Kronos Incorporated, A UKG Company Br air Is'l�W AaA. Name im Sc Utz Name: Nicole Dan u rant Hager title Order Processing --Analyst Tine ^ / 11 :5EDT Date v 1 Dale V ICG Kenos Incolpofaled, A UKG Company 900 Chelmstord St. Lowetl, MA D1951 •1 200 225 1561 v KG Workforce Telestaff Implementation Services Guideline The following applies to all entitlements within TeleStaff SaaS SMB implementations: Workforce Paragon Implementation methodology: Kronos SaaS SMB fixed scope, remote implementations follow TeleStaff our Paragon methodology — an iterative, collaborative approach, driven by value and realized through Entitlement collaboration. Paragon is bolstered by tools and techniques and Kronos process recommendations. Project Management services including: • Creation and maintenance of an online project workspace, work plan, issues and risks management, status calls and reports. • Kronos Project Manager will work with customer Project Manager to jointly run project. • Project Management includes transition to Kronos Global Support after the first deployment go -live. Implementation approach: • Kronos will conduct one remote assessment with your project team to create one solution design for your organization. • Your team will conduct one testing cycle to accept that solution, which Kronos will support. • Kronos will support one production cutover. Technical Architecture: Two environments (1 Production, 1 Development) Training: We train your core team and provide you with collateral and toolsets to train your end-users Kronos training curriculums can be reviewed on the Kronos customer website. Rapid Implementation: Kronos SaaS SMB fixed scope implementations are designed to deliver value quickly to your organization. Project timelines generally span 6 months depending on the number of value- added services selected. Implementation support for these time spans are included in the package. Extended project timelines requested by customers can be supported with additional professional services agreed via change order. Workforce Telestaff Standard Services Workforce One-time data import of customer supplied person data in Kronos format TeleStaff Entitlement Leave Requests Shift Trades Accrual Management with a one-time data import of customer supplied accrual data in Kronos format Event Deployment Signup Processes Overtime/Off Duty Scheduling Processes Minimum Staffing Fatigue Rules SMS Configuration (Text via Twilio) Bidding – 1 Position and 1 Vacation Standard Payroll Export Standard Reports One production cutover Standard WFR/WFTS integration bundle (if applicable) Assumptions: • Includes 1 Institution • Includes 1 unique business unit with continuous 24/7 staffing requirements (Examples.- Pat-1, Examples:Patrol, Jail, Fife Suppression, Communications) • Includes 1 administrative schedule group with no staffing rules • Customer is responsible for data setup for: • Events • Assignment Templates • Cloned Bids 2 Workforce Telestaff Value Added Services The following value-added services are available for Workforce TeleStaff SaaS SMB implementations for an additional fee and if identified on the Order Form. Refer to the Kronos order form for a list of a la carte services included with your purchase. Workforce (#) Additional business unit with continuous 24/7 staffing requirements (Examples: Patrol, ]ail, Fire TeleStaff Suppression, Communications) (#) Additional administrative schedule group, no staffing rules (#) Additional go live/deployment 2 pay cycles 3rd party imports (person and/or accrual)/exports (roster) using Kronos standard formats Assumption. Kronos will provide standard file formats for the Import/export interfaces and the customer will be responsible to organize the data Into the correct format Standard WFC/WFTS integration bundle Standard WFD/WFTS integration bundle Additional Institution integration mapping (#) Onsite days (3 days minimum) price is per day, does not include travel expenses Workforce TeleStaff Administration Training Workforce TeleStaff Bid Administration Training Workforce TeleStaff Staffer Training NR Configuration (Phones via Aspect) LDAP SSO Authentication (#) Bidding (1 position OR 1 vacation) Implementation of a new business unit in existing database Extra Duty Event Management 3 Certificate Of Completion Envelope Id. 565751COF4384D35B7883CF30AEBB2B8 Subject: Please DocuSign This Document Source Envelope: Document Pages, 4 Signatures: 1 Certificate Pages: 1 Initials: 0 AutoNav: Enabled Envelopeld Stamping: Disabled Time Zone: (UTC -05:00) Eastern Time (US & Canada) Record Tracking Status: Original Holder: Nicole Dandurant 9/13/2021 1:50:14 PM nicole.dandurant@ukg.com Signer Events Signature Nicole Dandurant nicole.dandurant@ukg.com Mob- vata,d.ul°nt4 Order Processing Analyst UKG Security Level: Email, Account Authentication Signature Adoption: Pre -selected Style (None) Using IP Address: 158.228.24.44 Electronic Record and Signature Disclosure: Not Offered via DocuSign In Person Signer Events Signature Editor Delivery Events Status Agent Delivery Events Status Intermediary Delivery Events St Certified Delivery Events St Carbon Copy Events Witness Events Notary Events Envelope Summary Events Envelope Sent Certified Delivered Signing Complete Completed Payment Events atus atus atus gnature gnature atus shed/Encrypted curity Checked curity Checked curity Checked atus DocuSign Status: Completed Envelope Originator. Nicole Dandurant nicole.dandurant@ukg.com IP Address: 64.207.219.71 Location: DocuSign Timestamp Sent: 9/13/2021 1:50:15 PM Viewed: 9/13/2021 1:50:28 PM Signed: 9/13/2021 1:50:55 PM Freeform Signing Timestamp Timestamp Timestamp Timestamp Timestamp Timestamp Timestamp Timestamp Timestamps 9/13/2021 1:50:15 PM 9/13/2021 1:50:28 PM 9/13/2021 1:50:55 PM 9/13/2021 1:50:55 PM Timestamps Ouale a E."'.. 9/30/2021 Prepared By Robin Popp B To AIM Charles Taylor SAN RAFAEL POLICE DEPARMENT SAN RAFAEL POLICE DEPARTMENT 1480 Will AVE— 1375 STH AVE Sdut•on ID > *gym SAN RAFA�`L CA 94901-1942 Initial �lql- Current' irk Date Customer PO a 'C„{� �� Data Center USA Notes: The fees for the S..S Services are invoiced 60 days prusr to the Sillmg Stars Dale Order Form - Workforce Central SaaS for SMB Initial Term 36 Months :d4ng Staft Date Upon execution of Order Form Renewal Term One year Payment Terms Net 30 Oil mg Frequency (unless otherwise noted, all mvo ces are due pet the payment Ierms noted above) Applications Annualm Advance Order Type Standard Date 816/2021 Ship To. Alin Charles Taylor SAN RAFAEL POLICE DEPARTMENT I*E&:KfiM-AVE 1375 5TH AVE SAIrRA:utt-[x949TS SAN RAFAEL CA 94901-1942 Email e.ceolion/Akrenos cam FOB Sh.ppmg Paint Initial Sh p Method FedEx Ground •��� Date Fre,ghl Terms Prepay S, Add Kronos w.11 provide Customer read-only ODBC access into Customer's product. on and non•produchon databases for Timekeeper/HRMS over secure connect.on;e g VPN) Customer rs responsible for establtshing this secure connection to the Kronos Cloud and additional fees for that connection may apply Kronos may. bul.s not obligated to '� 1 or block Customers database read-only OOBC querms in order Bo prevent In lure of the database due to overload Kronor wd not pay SLA credits for any Outage that s the result of overloading the database during fead•on y ODBC access. Overall performance may be I.m ted dur,ng peak processing periods and Customer may need to I mit resource intensive read•on:y ODBC Quarles to off peak periods Customer acknowledges that read only ODBC over a ong distance secure connection is not a reliable protocol for it does not have retry opc built in to handle connectivity issues Kronos wi I not be responsible for any changes required to Customer's internal systems to account for limitations of read only OBDC protocol UKG Telestaff Enterpme Bundle v7 4. 125 a 5800 S2.000 Do I� Monthly Total.1 $1,000.00: Rea -Only ODBC Access to WFC/MR Database 1 50 00 5000 Total Monthly1 50.00 1SXM 1SK! C o S Rafael 0y Name IEl'1janager hutZ TRIe. CI Datel Kronos Incorporated, A UKG Company By. ��"LLuu.. 1f "LrlAa& Mill.' Name; Nicole Dandurant Title- order Processing Analyst Data, 9/13/2021 1 2:38 PM EDT V KG Kronos Incorporated, AUNG Company 900 Chelmsford St Lowell, MA 01851 .1 Sao 225 1561 UKG WORKFORCE CENTRAL - SOFTWARE AS A SERVICE TERMS AND CONDITIONS Customer and Kronos Incorporated, a UKG company ("UKG") agree that the terms and conditions set forth below shall apply to the UKG supply of the commercially available version of the UKG Workforce Central SaaS Applications in UKG's hosting environment, the services related thereto, and the sale or rental of Equipment (if any) specified on a UKG Order Form. The Applications described on the Order Form shall be delivered by means of Customer's permitted access to the UKG infrastructure hosting such Applications. UKG and Customer hereby further agree that UKG and/or its direct and indirect majority owned subsidiaries may enter into orders with Customer and/or its direct and indirect majority owned subsidiaries subject to the terms and conditions of this Agreement. By signing and entering into an Order Form that expressly references this Agreement, each such subsidiary of UKG and/or Customer will be deemed to have agreed to be bound by the terms and conditions of this Agreement and all references in this Agreement to "UKG" shall be references to the applicable UKG entity entering into the order, and all references in this Agreement to "Customer" shall be references to the applicable Customer entity entering into the order. 1. DEFINITIONS "Acceptable Use Policy" means the UKG policy describing prohibited uses of the Services as further described at: httns://www.ukn.com/roolicies/accer)tpblc-use "Agreement" means these terms and conditions and the Order Form(s). "Application(s)" or "SaaS Application(s)" means those UKG software application programs set forth on an Order Form which are made accessible for Customer to use under the terms of this Agreement. "Billing Start Date" means the date the billing of the Monthly Service Fees begin to accrue as indicated on the applicable Order Form. Notwithstanding, Implementation Services provided on a time and material basis are billed monthly as delivered. The Billing Start Date of the Monthly Service Fees for any Services ordered by Customer after the date of this Agreement which are incremental to Customer's then -existing Services shall be the date the applicable Order Form is executed by UKG and Customer. "Cloud Services" means those services related to Customer's cloud environment as further described at: ht_pt ://vvww.uke.com/oroducts/uke-workforce-central-cloud/cloud-guidelines "Confidential Information" means any non-public information of a patty or its Suppliers relating to such entity's business activities, financial affairs, technology, marketing or sales plans that is disclosed pursuant to this Agreement and reasonably should have been understood by the receiving party, because of(i) legends or other markings, (ii) the circumstances of disclosure or (iii) the nature of the information itself, to be proprietary or confidential to the disclosing party or its Suppliers. "Customer Content" means all content Customer, or others acting on behalfofor through Customer, posts or otherwise inputs into the Services. "Documentation" means user manuals published by UKG relating to the features and functionality of the Applications. "Equipment" means the UKG equipment specified on an Order Form. "Implementation Services" means those professional and educational services provided by UKG to set up the cloud environment and configure the Applications. Unless otherwise set forth on an Order Form as "a la carte" services (supplemental fixed fee, fixed scope services) or "bill as you go" services (time and material services described in a Statement of Work), UKG will provide, as pari of the Monthly Service Fee for the Applications. the fixed fee, fixed scope Implementation Services described in the Services Implementation Detail set forth at: jai tns:ft-m,%v.ukg.com/ukg-,tvfe-sans-implementation-guideline-details-flat-fce "Initial Term" means the initial billing term of the Services as indicated on the Order Form. The Initial Term commences on the Billing Start Date. Customer may have access to the Services prior to the commencement of the Initial Term. "UKG KnowledgePass Content"/"UKG KnowledgePass Education Subscription" have the meanings ascribed in Section 7.5. "Monthly Service Fee(&)" means the monthly fees described in an Order Form. Monthly Service Fees include fees for usage of the Applications and the Services, Cloud Services as applicable, and Equipment rental, if any. Billing of the Monthly Service Fee(s) commences on the Billing Start Date. "Order Form" means an order form mutually agreed upon by UKG and Customer setting forth the items ordered by Customer and to be provided by UKG, including without limitation the prices and fees to be paid by Customer. Rev 06JU21 "Personally identifiable Data" means information concerning individually identifiable employees of Customer that is protected against disclosure under applicable law or regulation. "Renewal Term" means the renewal billing term of the Services as indicated on the Order Form. "Services" means (i) the Cloud Services, (ii) accessibility to the commercially available version of the Applications by means of access to the password protected customer area of a UKG website, and all such services, items and offerings accessed by Customer therein, and (fi) the Equipment rented hereunder, if any. "Statement of Work", "SOW", "Services Scope Statement" and "SSS" are interchangeable terms referring to a written description of the Implementation Services mutually agreed upon by UKG and Customer and set forth as "bill as you go" services on the Order Form. "Supplier" means any contractor, subcontractor or licensor of UKG providing software, equipment and/or services to UKG which arc incorporated into or otherwise related to the Services. UKG may at its sole discretion replace a Supplier, provided that a change to Supplier will not have a materially adverse effect on the Services delivered by UKG under this Agreement. "Term" means the Initial Term and any Renewal Terms thereafter. "Training Points" has the meaning ascribed to it in Section 7.6 below. 2. TERM 2.1 Billing for the Services commences on the Billing Start Date, and continues for the Initial Term or until terminated in accordance with the provisions hereof. At the expiration of the Initial Term and each Renewal Term as applicable, the Services shall automatically renew each year for an additional Renewal Term until terminated in accordance with the provisions hereof. 2.2 Either parry may terminate the Services and this Agreement to be effective at the expiration of the then current Term upon no less than sixty (60) days prior written notice. 2.3 Either party may terminate the Servi= and the Agreement upon a material breach of the Agreement by the other party if such breach is not cured within thirty (30) days after receipt of written notice. 2.4 In the event that either party becomes insolvent, makes a general assignment for the benefit of creditors, is adjudicated a bankrupt or insolvent, commences a case under applicable bankruptcy laws, or files a petition seeking reorganization, the other party may request adequate assurances of future performance. Failure to provide adequate assurances, in the requesting party's reasonable discretion, within ten (10) days of delivery of the request shall entitle the requesting party to terminate the Agreement immediately upon written notice to the other party. 25 If the Agreement Is terminated for any reason: (a) Customer shall pay UKG within thirty (30) days of such termination, all fees accrued and unpaid under this Agreement prior to the effective dale of such termination, provided however, if Customer terminates for material breach of the Agreement by UKG, UKG shall refund Customer any pre -paid fees for Services not delivered by UKG; (b) Customer's right to access and use the Applications shall be revoked and be of no further force or effect and return rented Equipment as provided in Section 9.1 below; (e) Customer agrees to timely return all UKG-provided materials related to the Services to UKG at Customer's expense or, alternatively, destroy such materials and provide UKG with an officer's certification of the destruction thereof, and (d) All provisions in the Agreement, which by their nature aro intended to survive termination, shall so survive. 2.6 Customer Content shall be available to Customer to retrieve at any time and at no additional charge throughout the Term and for no mote than thirty (30) days atter expiration or termination of the Agreement for any reason. After such time period, UKG shall have no further obligation to store or make available the Customer Content. UKG will delete Customer Content after Customer's rights to access the Services and retrieve Customer Content have ended. 3. FEES AND PAYMENT 3.1 Customer shall pay UKG the Monthly Service Fees, the fees for the Implementation Services and any additional one time or recurring fees for Equipment, Training Points, UKG KnowledgePass Education Subscription and such other UKG offerings, all as set forth on the Order Form. The Monthly Service Fees will be invoiced on the frequency set forth on the Order Form ("Billing Fregaeney'7. If Customer and UKG have signed a Statement of Work for the Implementation Services, Implementation Services will be Invoiced monthly as delivered unless otherwise indicated on the Order Form. If UKG is providing Implementation Services in accordance with the Services Implementation Guideline oras "a la carte" services on the Order Form, UKG will invoice Customer for Implementation Services in advance of providing such Implementation Services unless otherwise indicated on the Order Form. All other UKG offerings will be Rev. D&PM1 Invoiced upon execution of the applicable Order Form by UKG and Customer. Unless otherwise indicated on an Order Form, payment for all items shall be due 30 days following date of invoice. All payments shall be sent to the attention of UKG as specified on the invoice. Except as expressly set forth in this Agrscment, all amounts paid to UKG are non-refundable. Customer is responsible for ail applicable federal, state, country, provincial or local taxes relating to the goods and services provided by UKG hereunder (including without limitation GST and/or VAT if applicable), excluding taxes based on UKG's income or business privilege. 3.2 if any amount owing under this or any other agreement between the parties Is thirty (30) days or more overdue, UKG may, without limiting UKG's rights or remedies, suspend Services until such amounts are paid in full. UKG will provide at least seven (7) days prior written notice that Customer's account is overdue before suspending Services. 33 At the later of (i) one (1) year after the effective date of this Agreement, or (ii) expiration of the Initial Term, and at each annual anniversary of that date thereafter, UKG may increase the Monthly Service Fee rates in an amount not to exceed four percent (4%). The increased Monthly Service Fees will be reflected In the monthly Invoice following the effective date of such increase without additional notice. For renewals based on the Annual in Advance Billing Frequency, UKG will provide Customer with the renewal invoice prior to commencement of the Renewal Term and payment will be made by Customer in accordance with the payment terms agreed upon with Customer for the Initial Term. 4. RiGHTS TO USE 4.1 Subject to the terms and conditions of the Agreement, UKG hereby grants Customer a limited, my cable, non-exclusive, non -transferable, non -assignable right to use during the Tenn and for internal business purposes only: a) the Applications and related services, including the Documentation; b) training materials and UKG KnowledgePass Content; and, c) any embedded third party software, libraries, or other components, which form a part of the Saviors. The Services contain proprietary trade secret technology of UKG and its Suppliers. Unauthorized use and/or copying of such technology are prohibited by law, including United States and foreign copyright law. Customer shall not reverse compile, disassemble or otherwise convert the Applications or other software comprising the Services into uncompiled or unassembled code. Customer shall not use any of the third party software programs (or the data models therein) included in the Services except solely as part of and in connection with the Services. The .)Boss® Enterprise Middleware components of the Service are subject to the end user license agreement found at gyp://w-%vw.mdhat.com/licensesr bons cula.html Customer acknowledges that execution of separate third party agreements may be required in order for Customer to use certain add-on features or functionality, including without limitation tax filing services. 4.2 Customer acknowledges and agrees that the right to use the Applications Is limited based upon the amount of the Monthly Service Fees paid by Customer. Customer agrees to use only the modules and/or features for the number of employees and users as described on the Order Form. Customer agrees not to use any other modules or features nor increase the number of employees and users unless Customer pays forsuch additional modules, features, employees or users, as the case may be. Customer may not license, relicense or sublicense the Services, or otherwise permit use of the Services (including timesharing or networking use) by any third party. Customer may not provide service bureau or other data processing services that make use of the Services without the express prior written consent of UKG. No license, right, or interest in any UKG trademark, trade name, or service mark, or those of UKG's licensors or Suppliers, Is granted hereunder. 43 Customer may authorize its third party contractors and consultants to access the Services through Customer's administrative access privileges on an as needed basis, provided Customer a) abides by its obligations to protect Confidential information as set forth in this Agreement; b) remains responsible for all such third party usage and compliance with the Agreement; and c) does not provide such access to a competitor of UKG who provides workforce management services. 4.4 Customer acknowledges and agrees that, as between Customer and UKG, UKG retains ownership of all right, title and interest to the Services, all of which are protected by copyright and other intellectual property rights, and that, other than the express rights granted herein and under any other agreement in writing with Customer. Customer shall not obtain or clalm any rights in or ownership interest to the Services or Applications or any associated intellectual property rights In any of the foregoing. Customer agrees to comply with all copyright and other intellectual property rights notices contained on or in any information obtained or accessed by Customer through the Services. 4.5 When using and applying the information generated by the Services, Customer is responsible for ensuring that Customer complies with applicable laws and regulations. If the Services include the UKG Workforce Payroll Applications or UKG Workforce Absence Management Applications: (i) Customer is solely responsible for the content and accuracy of all reports and documents prepared in whole or in part by [sing Rev. a6JIJi.21 these Applications, (ii) using these Applications does not release Customer of any professional obligation concerning the preparation and review ofany reports and documents, (iii) Customer does not rely upon UKG, Best Software, Inc. or these Applications for any advice or guidance regarding compliance with federal and state laws or the appropriate tax treatment of items reflected on such reports or documents, and (iv) Customer will review any calculations made by using these Applications and satisfy itself that those calculations are correct. S. ACCEPTABLE USE 5.1 Customer shall take all reasonable steps to ensure that no unauthorized persons have access to the Services, and to ensure that no persons authorized to have such access shall take any action that would be in violation of this Agreement. Customer is responsible for all activities undertaken under the auspices of its passwords and other login credentials to use the Services. 5.2 Customer represents and warrants to UKG that Customer has the right to publish and disclose the Customer Content in connection with the Services. Customer represents and warrants to UKG that the Customer Content will comply with the Acceptable Use Policy. 5.3 Customer will not (a) use, or allow the use of, the Services in contravention of the Acceptable Use Policy. 5.4 UKG may suspend the Services immediately upon written notice in the event of any security risk, negative impact on infrastructure or Acceptable Use Policy violation. 6. CONNECTIVITY AND ACCESS Customer acknowledges that Customer shall (a) be responsible for securing, paying for, and maintaining connectivity to the Services (including any and all related hardware, software, networking, Internet access, third party services and related equipment and components); and (b) provide UKG and UKG's representatives with such physical or remote access to Customer's computer and network environment as UKG deems reasonably necessary in order for UKG to perform its obligations under the Agreement. Customer will make all necessary arrangements as may be required to provide access to Customer's computer and network environment if necessary for UKG to perform its obligations under the Agreement. 7. IMPLEMENTATION AND SUPPORT 7.1 Implementation Services. UKG will provide the Implementation Services to Customer. Implementation Services described in an SOW are provided on a time and materials basis, billed monthly as delivered unless otherwise indicated on the Order Form. Implementation Services described in the Services Implementation Guideline arc provided on a not fee basis. If Customer requests additional Implementation Services beyond those described in the Services Implementation Guideline, UKG will create a change order for Customer's review and approval and any additional Implementation Services to be provided by UKG will be billed as delivered at the then -current UKG professional services rates. UKG's configuration of the Applications will be based on information and work flows that UKG obtains from Customer during the discovery portion of the implementation. Customer shall provide UKG with all necessary and accurate configuration -related information in a timely manner to ensure that mutually agreed Implementation schedules are met. In the event that UKG is required to travel to Customer's location during the implementation, Customer agrees to pay any travel expenses, such as airfare, lodging, meals and local transportation, plus an administrative fee of ten percent (I b%) of the amount of such travel expenses, incurred by UKG in accordanc c with the then -current standard UKG travel and expense policies, which UKG will provide to Customer upon request. UKG shall invoice Customer for such travel expenses and payment thereof shall be due net thirty (30) days from date of invoice. UKG's then -current Professional/Educational Services Policies shall apply to all Implementation Services provided by UKG and may be accessed at: hitis•//www uk¢ com/central-dimensions/agreement/ProfessionalandEducationalServiccsPolicy ("Professional Services Policies"). In the event of a conflict between the Professional Services Policies and this Agreement, the terms of this Agreement shall prevail. 7.2 Additional Services. Customer may engage UKG to provide other services which may be fixed by activity ("a la carte") or provided on a time and materials basis ("bill as you go") as indicated on the applicable Order Form. 7.3 Support. UKG will provide 24x7 support for the cloud infrastructure, the availability to the cloud environment, and telephone support for the logging of functional problems and user problems. Customer may log questions online via the UKG Customer Portal. As part of such support, UKG will make updates to the Services available to Customer at no charge as such updates ars released generally to UKG's customers. Customer agrees that UKG may install critical security patches and infrastructure updates automatically as part of the Services. UKG's then -current Support Services Policies shall apply to all Support Services provided by UKG and may be accessed at: ("Support Rev 06nall Policies'). In the event of a conflict between the Support Policies and this Agreement, the terms of this Agreement shall prevail. 7.4 Support Servicesfor Equipment, Provided Customer has purchased support services for the Equipment, the following terms shall apply (Depot Exchange support services for tented Equipment are included in the rental fees for such Equipment): (a) Customer may select, as indicated on an Order Form, an Equipment Support Services option offered by the local UKG entity responsible for supporting the Equipment if and as such offerings are available within the UKG territory corresponding to the Equipment's location. UKG shall provide each Equipment Support Services offering as specified herein. (i) Dogt Exchange and Depot Repair. if Customer has selected Depot Exchange or Depot Repair Equipment Support Services. the following provisions shall apply: Upon the failure of installed Equipment. Customer shall notify UKG of such failure and UKG will provide remote fault isolation at the FRU (Field Replacement Unit) or subassembly level and attempt to resolve the problem. Those failures determined by UKG to be Equipment related shall be dispatched to a UKG Depot Repair Center, and Customer will be provided with a Return Material Authorization Number (RMA) for the failed Equipment if Customer is to return the failed Equipment to UKG, as reasonably determined by UKG. Customer must return the failed Equipment with the supplied RMA number. Hours of operation, locations and other Information related to UKG's Depot Repair Centers aro available upon request and are subject to change. Return and repair procedures far failed Equipment shall be provided based on the Depot option - Depot Exchange or Depot Repair - selected by Customer on the applicable Order Form and as specified herein and in UKG's then - current Support Services Policles. Service packs for the Equipment (as described in subsection (ii) below) arc included in both Depot Exchange and Depot Repair Support Services. Depot Exchange: UKG will provide a replacement for the failed Equipment at the FRU or subassembly level on an "advanced exchange" basis, utilizing a carder of UKG's choice. Replacement Equipment will be shipped for delivery to Customer's location as further described in the Support Policies. REPLACEMENT EQUIPMENT MAY BE NEW OR RECONDITIONED. Customer shall specify the address to which the Equipment is to be shipped. All shipments will include the UKG provided RMA designating the applicable UKG Depot Repair Center, as the recipient. Customer, upon receipt of the replacement Equipment from UKG, shall package the defective Equipment in the materials provided by UKG, with the RMA supplied and promptly return failed Equipment directly to UKG. Depot Repair. Upon failure of installed Equipment, Customer shall install a Spare Product (as defined below) to replace the failed Equipment. Customer shall then return the failed Equipment, with the required RMA, to the applicable UKG Depot Repair Center. Customer shall make reasonable efforts to return the failed Equipment using the same or substantially similar packing materials in which the original Equipment was sent. Customer shall also specify the address to which the repaired Equipment should be return shipped. Upon receipt of the failed Equipment. UKG shall repair the failed Equipment and ship it, within ten (10) business days after receipt, to Customer. UKG shall ship the repaired Equipment by regular surface transportation to Customer. (ii) Rvice Software Updates Only, if Customer has selected Device Software Equipment Support Services, Customer shall be entitled to receive: (A) Service packs for the Equipment (which may contain system software updates, firmware updates, security updates, and feature enhancements) available for download at UKG's customer portal. Service packs for the Equipment are not installed by the UKG Depot Repair Center but are available for download at UKG's customer portal, provided Customer is maintaining the Equipment under an annual Equipment Support Services plan with UKG.; and (B) Access to the UKG Support Services Center for the logging of requests for assistance downloading service packs for the Equipment. (b) warranty. UKG warrants that all service packs and firmware updates provided under this Agreement shall perform in accordance with the UKG published specifications in all material respects for a period of ninety (90) days after download by Customer. In the event ore breach of this warranty, Customer's exclusive mmedy shall be UKG's repair or replacement ofthe deficient service pack(s) or firmware update(s), at UKG's option, provided that Customer's use, installation and maintenance thereof have conformed to the specifications. (c) Responsibilities of Customer. It is Customer's responsibility to purchase and retain, at Customer's location and at Customer's sole risk and expense, a sufficient number of spare products ('Spare Products') to allow Customer to replace failed Equipment at Customer's locations in order for Customer to continue its operations while repairs arc being performed and replacement Equipment is being shipped to Customer. For each of the Depot Exchange and Depot Repair Equipment Support Services options, Customer agrees that it Rcv. 06RJt11 shall return failed Equipment promptly as the failures occur and that it shall not hold failed Equipment and send failed Equipment to UKG in "batches* which shall result in a longer turnaround time to Customer. In addition, Customer agrees to: (i) Maintain the Equipment in an environment conforming to the UKG published specifications for such Equipment; (ii) Not perform self -repairs on the Equipment (Le, replacing components) without prior written authorization from UKG; (iii) De -install all failed Equipment and install all replacement Equipment in accordance with UKG's written installation guidelines; (iv) Ensure that the Equipment is returned to UKG properly packaged; and (v) Obtain an RMA before returning any Equipment to UKG and place the RMA clearly and conspicuously on the outside of the shipping package. Customer may only return the specific Equipment authorized by UKG when issuing the RMA. (d) Delivery. All domestic shipments within the United States arc FOR Destination to/from Customer and UKG with the shipping party bearing all costs and risks of loss, and with title passing upon delivery to the identified destination. All international shipments from UKG to Customer are DAP (Incoterrns 2010) to the applicable Customer location, and are DDP (Incoterns 20 10) to the applicable UKG Depot Repair Center when Customer is shipping to UKG, and with title passing upon delivery to the identified destination. Customer is responsible for all duties and taxes when sending Equipment to UKG. 7.5 UKG KnowledgePass Education Subscription. When UKG KnowledgePass Education Subscription is purchased on an Order Form (i.e., not indicated as "included" in the Monthly Service Fees), UKG will provide Customer with the UKG KnowledgePass Education Subscription for a period of one (1) year from execution of the Order Form. UKG will send Customer a renewal invoice for renewal of the UKG KnowledgePass Education Subscription, and the UKG KnowledgePass Education Subscription shall renew for an additional one (1) year term if Customer pays such invoice before the end of the then-crurent term for the UKG KnowledgePass Education Subscription. The UKG KnowledgePass Education Subscription provides access to certain educational offerings provided by UKG (the "UKG KnowledgePass Content"). Customer recognizes and agrees that the UKG KnowledgePass Content is copyrighted by UKG. Customer is permitted to make copies of the UKG KnowledgePass Content provided in •pdf form solely for Customer's internal use. Customer may not disclose such UKG Knowledge) ass Content to any third party other than Customer's employees. Customer may not edit, modify, revise, amend, change, alter, customize or vary the UKG KnowledgePass Content without the written consent of UKG, provided that Customer may download and modify contents of training kits solely for Customer's internal use. 7.6 Training Points. 'Tninlne Points" are points which ane purchased by Customer that may be redeemed for an equivalent value of instructor -led training sessions offered by UKG. Training Points may be redeemed only during the Term but only prior to the date which is no more than twelve (12) months atter the date of the Order Form pursuant to which the Training Points were acquired, after which time such Training Points shall expire and be of no value. Training Points may not be exchanged for other UKG products or services. 7.7 Training Courses. When Training Points or training sessions are set forth in an SSS, the SSS applies. When Training Points or training sessions are not set forth in an SSS, as part of the Services. for each SaaS application module included in the Services purchased by Customer. Customer's employees shall be entitled to attend, in the quantity indicated, the corresponding training courses set forth at: https://w,%-%v.tik e.com/products/uk n-workforce-central-sans/trainin muidel ines Participation in such training courses is limited to the number of seats indicated for the courses corresponding to the modules forming a part of the Services purchased by Customer. 7.8 Technical Account Manager. Customers purchasing a UKG Technical Account Manager ("TAM") as indicated on the Order Form shall receive the services of a dedicated, but not exclusive, TAM for one production instance of the Software. Customer will designate up to two primary and three secondary backup technical contacts ("Technical Contaets'l to be the sole contacts with the TAM. Upon request, Customer may designate a reasonable number of additional and/or backup Technical Contacts. Customer is required to place all primary Technical Contacts through UKG training for the Applications covered under this Agreement at Customer's expense. 8. CUSTOMER CONTENT Customer shall own all Customer Content. UKG acknowledges that all of the Customer Content is deemed to be the Confidential Information of Customer. Customer will ensure that all Customer Content conforms with the terms ofthis Agreement and applicable law. UKG and its Suppliers may, but shall have no obligation to, access and monitor Customer Content from time to time to provide the Services and to ensure compliance Rev 06JU111 with this Agreement and applicable law. Customer is solely responsible for any claims related to Customer Content and for properly handling and processing notices that are sent to Customer regarding Customer ContenL 9. EQUIPMENT If Customer purchases or rents Equipment from UKG, a description of such Equipment (model and quantity), the applicable pricing, and delivery terms shall be listed on the Order Form. 9.1 Rented Equipment. The following tams apply only to Equipment Customer rents from UKG: (a) Rental Term and Warranty Period. The term of the Equipment rental and the "Warranty Period" for such Equipment shall run eoterminously with the Term of the other Services provided under the Agreement. (b) Insurance. Customer shall insure the Equipment for an amount equal to the replacement value of the Equipment for loss or damage by fire, theft, and all normal extended coverage at all times. No loss, theft or damage after shipment of the Equipment to Customer shall relieve Customer from Customer's obligations under the Agreement. (c) Location/Replacement. Customer shall not make any alterations or remove the Equipment from the place of original installation without UKG's prior written consent. UKG shall have the right to enter Customer's premises to inspect the Equipment during normal business hours. UKG reserves the right, at its sole discretion and at no additional cost to Customer, to replace any Equipment with newer or alternative technology Equipment as long as the replacement Equipment at least provides the same level of functionality as that being replaced. (d) Ownership All Equipment shall remain the property of UKG. All Equipment is, and at all times shall remain, separate items of personal property, notwithstanding such Equipment's attachment to other equipment or real property. Customer shall not sell or otherwise encumber the Equipment. Customer shall furnish any assurances, written or otherwise, reasonably requested by UKG to give full effect to the intent of terms of this paragraph (d). (e) Equipment Support. UKG shall provide to Customer the Equipment support services described in Section 7. (Q Return of Equipment. Upon termination of the Agreement or the applicable Order Form, Customer shall return, within thirty (30) days of the effective date of termination and at Customer's expense, the Equipment subject to this Section 9.1. Equipment will be returned to UKG in the same condition as and when received, reasonable wear and tear excepted. If Customer fails to return Equipment within this time period, upon receiving an invoice from UKG, Customer shall pay UKG the then list price of the unreturned Equipment. 9.2 Purchased Equipment. The following terns apply only to Equipment Customer purchases from UKG: (a) Title and Warranly Plod. When the Order Form indicates FOS — Shipping Point, title to the Equipment passes to Customer upon delivery to the carrier, for all other shipping terms, title passes upon delivery to Customer. The "Warranty Period" for the Equipment shall be for a period of 90 days from such delivery (unless otherwise required by law). (b) UKG shall provide to Customer the Equipment support services described in this Agreement if purchased separately by Customer as indicated on the applicable Order Form. if purchased, Equipment support services have a term of one (1) year commencing upon expiration of the Warranty Period. Equipment support services will be automatically extended for additional one (1) year terms on the anniversary of its commencement date ('Renewal Date'), unless either party has given the other thirty (30) days written notification of its intent not to renew. UKG may change the annual support charges for Equipment support services effective at the end of the initial one (1) year term or effective on the Renewal Date, by giving Customer at least thirty (30) days prior written notification. 93 Equipment with Finger Scan Sensor Technology! The following terns apply only to any Equipment with finger scan sensor technology purchased by Customer from UKG or a UKG reseller ("Finger Scan Equipment"): (a) To the extent that any biometric privacy laws may apply to Customer's use of the Finger Scan Equipment, Customer warrants that they will comply with any such laws prior to commencing use of the Finger Scan Equipment and will remain in compliance at all times. Customer further warrants that, if required by law, prior to such use it will (i) obtain signed releases from employees consenting to the use of the Finger Scan Equipment for employee timekeeping purposes and (ii) issue policies made available to their employees and the public regarding Its retention and destruction of the Finger Scan data. Customer further warrants that it will ensure that any releases, consents, or policies, as required by applicable law, will by their terms expressly apply to UKG and its authorized subcontractors. (b) Customer agrees to defend, hold harmless and indemnify UKG, its employees, directors, parent, subsidiaries and authorized partners and subcontractors (collectively, "UKG indemnitees") for any claims, Rev 06yJUI damages, penalties or fines asserted or awarded against a UKG Indemnitee arising out of or relating to Customer's breach of any of the foregoing warranties in Section 93(a) above. Upon receipt of such notice, the Customer shall assume sole control of the defense and settlement of such claim; provided that (i) UKG will 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 claim on any terms or in any manner that adversely affects the rights of UKG without its prior written consent; and (iii) UKG will provide reasonable cooperation and assistance at Customer's sole cost and expense. 10. SERVICE LEVEL AGREEMENT UKG shall provide the service levels and associated credits, when applicable, in accordance with the Service Level Agreement attached hereto as Exhibit A and which is hereby incorporated herein by reference. CUSTOMER'S SOLE AND EXCLUSIVE REMEDY IN THE EVENT OF ANY SERVICE OUTAGE OR INTERRUPTION OF THE SERVICES OR FAILURE BY UKG TO MEET THE TERMS OF THE APPLICABLE SERVICE LEVEL AGREEMENT, SHALL BE THE REMEDIES PROVIDED IN EXHIBIT A. 11. LIMITED WARRANTY; DISCLAIMERS OF WARRANTY 11.1 UKG represents and warrants to Customer that the Applications, under normal operation as specified in the Documentation and when used as authorized herein, will perform substantially in accordance with such Documentation during the Term. 11.2 UKG's sole obligation and Customer's sole and exclusive remedy for any breach of the foregoing warranty is limited to UKG's reasonable commercial efforts to correct the non -conforming Applications at no additional charge to Customer. In the event that UKG is unable to correct material deficiencies in the Services arising during the Warranty Period, after using UKG's commercially reasonable efforts to do so, Customer shall be entitled to terminate the then remaining Term of the Agreement as Customer's sole and exclusive remedy. UKG's obligations hereunder for breach of warranty are conditioned upon Customer notifying UKG of the material breach in writing, and providing UKG with sufficient evidence of such non- conformity to enable UKG to reproduce or verify the same. 11.3 UKG warrants to Customer that each item of Equipment shall be free from defects in materials and workmanship during the Warranty Period. In the event of a breach of this warranty, Customer's sole and exclusive remedy shall be UKG's repair or replacement of the deficient Equipment, at UKG's option. provided that Customer's use, installation and maintenance thereof have conformed to the Documentation for such Equipment. This warranty is extended to Customer only and shall not apply to any Equipment (or parts thereof) in the event of: (a) damage, defects or malfunctions resulting from misuse, accident, neglect, tampering, (including without limitation modification or replacement of any UKG components on any boards supplied with the Equipment), unusual physical or electrical stress or causes other than normal and intended nue; (b) failure of Customer to provide and maintain a suitable installation environment, as specified in the published specifications for such Equipment; or (c) malfunctions resulting from the use of badges or supplies not approved by UKG. EXCEPT AS PROVIDED FOR IN THIS SECTION 11, UKG HEREBY DISCLAIMS ALL WARRANTIES, CONDITIONS, GUARANTIES AND REPRESENTATIONS RELATING TO THE SERVICES, EXPRESS OR IMPLIED, ORAL OR IN WRITING, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON -INFRINGEMENT, AND WHETHER OR NOT ARISING THROUGH A COURSE OF DEALING, INCLUDING. WITHOUT LIMITATION, ANY WARRANTY THAT MAY OTHERWISE ARISE PURSUANT TO ANY STATUTE, CODE, COMMON LAW OR JUDICIAL DECISION. THE SERVICES ARE NOT GUARANTEED TO BE ERROR -FREE OR UNINTERRUPTED. EXCEPT AS SPECIFICALLY PROVIDED IN THIS AGREEMENT, UKG MAKES NO WARRANTIES OR REPRESENTATIONS CONCERNING THE COMPATIBILITY OF THE SERVICES, THE SAAS APPLICATIONS OR THE EQUIPMENT NOR ANY RESULTS TO BE ACHIEVED THEREFROM. 12. DATA SECURITY AND PRIVACY 12.1 As pari of the Services, UKG shall provide those administrative. physical, and technical safeguards for protection of the security, confidentiality and integrity of Customer data as described at: hnn /hc-%viv uke com/tZ,roductduk-g-ivorkforct-ccntral-cloud/cicwud guidelines 12.2 As between Customer and UKG, all Personally Identifiable Data is Customer's Confidential Information and will remain the property of Customer. Customer represents that to the best of Customer's Rev. 06JUL21 knowledge such Personally Identifiable Data supplied to UKG is accurate. Customer hereby consents to the use, processing or disclosure of Personally Identifiable Data by UKG and UKG's Suppliers wherever located only for the purposes described herein and only to the extent such use or processing is necessary for UKG to carry out UKG's duties and responsibilities under the Agreement or as required by law. 12.3 Prior to initiation of the Services under the Agreement and on an ongoing basis thereafter, Customer agrees to provide notice to UKG of any extraordinary privacy or data protection statutes. rules, or regulations which are or become applicable to Customer's industry and which could be imposed on UKG as a result of provision of the Services. Customer will ensure that: (a) the transfer to UKG and storage of any Personally Identifiable Data by UKG or UKG's Supplier's data center is permitted under applicable data protection laws and regulations; and, (b) Customer will obtain consents from individuals for such transfer and storage to the extent required under applicable laws and regulations. 12.4 UKG will notify Customer in accordance with applicable laws upon becoming aware of an unauthorized access of Customer Content. 12.5 Customer agrees that UKG may use sub-processors to fulfill its contractual obligations under the Agreement. The list of sub-processors that are engaged by UKG to carry out processing activities on Customer Content on behalf of Customer can be found at: httns://wwrv.uka.com/uk¢-workforce-central- cloud/sub2roccsm 13. INDEMNIFICATION 13.1 UKG shall defend Customer and its respective directors, officers, and employees (collectively, the "Customer Indemnified Parties"). from and against any and all notices, charges, claims, proceedings, actions, causes of action and suits, brought by a third parry (each a "Claim") alleging that the permitted uses of the Services infringe or misappropriate any United States or Canadian copyright or patent, and UKG will indemnify and hold harmless the Customer Indemnified Parties against any liabilities, obligations, costs or expenses (including without limitation reasonable attorneys' fees) actually awarded to a third parry as a result of such Claim by a court of applicable jurisdiction or as a result of UKG's settlement of such a Claim. In the event that a final injunction is obtained against Customer's use of the Services by reason of infringement or misappropriation of such copyright or patent, or if in UKG's opinion, the Services arc likely to become the subject of successful claim of such infringement or misappropriation, UKG, at UKG's option and expense, will use commercially reasonable efforts to (a) procure for Customer the right to continue using the Services as provided in the Agreement, (b) replace or modify the Services so that the Services become non -infringing but remain substantively similar to the affected Services, and if neither (a) or (b) is commercially feasible, to (c) terminate the Agreement and the rights granted hereunder after provision of a refund to Customer of the Monthly Service Fees paid by Customer for the infringing elements of the Services covering the period of their unavailability. 13.2 UKG shall have no liability to indemnify or defend Customer to the extent the alleged infringement is based on: (a) a modification of the Services by anyone other than UKG; (b) use of the Applications other than in accordance with the Documentation for such Service or as authorized by the Agreement; (c) use of the Services in conjunction with any data, equipment, service or software not provided by UKG, where the Services would not otherwise itself be infringing or the subject of the claim; or (d) use of the Services by Customer other than in accordance with the terms of the AgreemenL Notwithstanding the foregoing, with regard to infringement claims based upon software created or provided by a licensor to UKG or Suppliers. UKG's maximum liability will be to assign to Customer UKG's or Supplier's recovery rights with respect to such infringement claims, provided that UKG or UKG's Supplier shall use commercially reasonable efforts at Customer's cost to assist Customer in seeking such recovery from such licensor. 133 Customer shall defend UKG, its Suppliers and their respective directors, officers, employees, agents and independent contractors (collectively, the "UKG Indemnified Parties") from and against any and all Claims, and will Indemnify and hold harmless the UKG Indemnified Parties against liabilities, obligations, costs or expenses (including without limitation reasonable attorneys' fees), arising out of: (a) employment- related claims arising out of Customer's configuration of the Services; (b) Customer's modification or combination of the Services with other services, software or equipment not furnished by UKG, provided that such Customer modification or combination is the cause of such infringement and was not authorized by UKG; or, (c) a claim that the Customer Content infringes in any manner any intellectual property right of any third party, or any of the Customer Content contains any material or information that is obscene, defamatory, libelous, or slanderous violates any person's right of publicity, privacy or personality, or has otherwise caused or resulted in any tort, injury, damage or harm to any other person. Customer will have sole control of the defense of any such action and all negotiations for its settlement or compromise. UKG will cooperate fully at Customer's expense with Customer in the defense, settlement or compromise of any such action. Rev 061UI21 13.4 The Indemnified Party(ies) shall provide written notice to the indemnifying party promptly after receiving notice of such Claim. if the defense of such Claim Is materially prejudiced by a delay in providing such notice, the purported indemnifying party shall be relieved from providing such indemnity to the extent of the delay's impact on the defense. The indemnifying party shall have sole control of the defense of any indemnified Claim and all negotiations for its settlement or compromise, provided that such indemnifying party shall not enter into any settlement which imposes any obligations or restrictions on the applicable Indemnified Parties without the prior written consent of the other party. The Indemnified Parties shall cooperate fully, at the indemnifying party's request and expense, with the indemnifying party in the defense, settlement or compromise of any such action. The Indemnified party may retain Its ower counsel at its own expense, subject to the indemnifying party's rights above. 14. LIMITATION OF LIABILITY 14.1 EXCEPT AS SPECIFICALLY PROVIDED IN THIS AGREEMENT, UKG AND ITS SUPPLIERS WILL NOT BE LIABLE FOR ANY DAMAGES OR INJURIES CAUSED BY THE USE OF THE SERVICES OR BY ANY ERRORS, DELAYS, INTERRUPTIONS IN TRANSMISSION, OR FAILURES OF THE SERVICES. 14.2 EXCEPT FOR UKG'S INDEMNIFICATION OBLIGATIONS SET FORTH IN SECTION 13 ABOVE, THE TOTAL AGGREGATE LIABILITY OF UKG OR UKG'S SUPPLIERS TO CUSTOMER AND/OR ANY THIRD PARTY IN CONNECTION WITH THE AGREEMENT SHALL BE LIMITED TO DIRECT DAMAGES PROVEN BY CUSTOMER, SUCH DIRECT DAMAGES NOT TO EXCEED AN AMOUNT EQUAL TO THE TOTAL NET PAYMENTS RECEIVED BY UKG FOR THE SERVICES IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE IN WHICH SUCH CLAIM ARISES. 143 EXCEPT FOR UKG'S INDEMNIFICATION OBLIGATIONS SET FOR7I1 IN SECTION 13 ABOVE, IN NO EVENT SHALL UKG OR UKG'S SUPPLIERS, THEIR RESPECTIVE AFFILIATES, SERVICE PROVIDERS, OR AGENTS BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY INCIDENTAL, SPECIAL, PUNITIVE, CONSEQUENTIAL OR OTHER INDIRECT DAMAGES OR FOR ANY LOST OR IMPUTED PROFITS OR REVENUES, LOST DATA OR COST OF PROCUREMENT OF SUBSTITUTE SERVICES RESULTING FROM DELAYS, NONDELIVERIES, MISDELIVERIES OR SERVICES INTERRUPTION, HOWEVER CAUSED, ARISING FROM OR RELATED TO THE SERVICES OR THE AGREEMENT, REGARDLESS OF THE LEGAL THEORY UNDER WHICH SUCH LIABILITY IS ASSERTED, WHETHER BREACH OF WARRANTY, INDEMNIFICATION, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, AND WHETHER LIABILITY IS ASSERTED IN CONTRACT, TORT OR OTHERWISE, AND REGARDLESS OF WHETHER UKG OR SUPPLIER HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH LIABILITY, LOSS OR DAMAGE. 14.4 EXCEPT WITH RESPECT TO LIABILITY ARISING FROM UKG'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, UKG DISCLAIMS ANY AND ALL LIABILITY, INCLUDING WITHOUT LIMITATION LIABILITY RELATED TO A BREACH OF DATA SECURITY AND CONFIDENTIALITY OBLIGATIONS, RESULTING FROM ANY EXTERNALLY INTRODUCED HARMFUL PROGRAM (INCLUDING WITHOUT LIMITATION VIRUSES, TROJAN HORSES. AND WORMS), CUSTOMER'S CONTENT OR APPLICATIONS, THIRD PARTY UNAUTHORIZED ACCESS OF EQUIPMENT, SAAS APPLICATIONS OR SYSTEMS, OR MACHINE ERROR. 15. CONFIDENTIAL INFORMATION 15.1 Each Party shall protect the Confidential Information of the other Party with at least the same degree of care and confidentiality, but not less than a reasonable standard of care, which such Party utilizes for its own information of similar character that it does not wish disclosed to the public. Neither Party shall disclose to third patties the other Party's Confidential Information, or use it for any purpose not explicitly authorized herein, without the prior written consent of the other Party. The obligation of confidentiality shall survive for five (5) years after the return of such Confidential Information to the disclosing party or rive (5) years after the expiration or termination of the Agreement, whichever is later, as applicable. Notwithstanding anything herein to the contrary, each party acknowledges and agrees that all trade secrets shall be safeguarded by a receiving party as required by this Agreement for so long as such information remains a trade secret pursuant to applicable law. 15.2 Notwithstanding the foregoing, a party may disclose Conridential Information to the extent required: (a) to any subsidiary or affiliate of such Party, or (b) to any consultants, contractors, and counsel who have a need to know in connection with the Agreement and have executed a non -disclosure agreement with obligations at least as stringent as this Section 15, or (c) by law, or by a court or governmental agency, or if 10 Rev. 0SAR21 necessary in any proceeding to establish rights or obligations under the Agreement; provided, the receiving party shall, unless legally prohibited, provide the disclosing party with reasonable prior written notice sufficient to permit the disclosing party an opportunity to contest such disclosure. If a party commits, or threatens to commit, a breach of this Section 15, the other party shall have the right to seek injunctive relief from a court of competent jurisdiction. 15.3 This Agreement imposes no obligation upon either Party with respect to the other Party's Confidential Information which the receiving Party can establish: (a) is or becomes generally known through no breach of the Agreement by the receiving party, or (b) is already known or is independently developed by the receiving party without use of or roference to the Confidential Information. 16. EXPORT Customer understands that any export of the Equipment may require an export license and Customer assumes full responsibility for obtaining such license. Customer must obtain UKG's prior written consent before exporting the EquipmenL 17. GENERAL 17.1 This Agreement shall be governed by and construed in accordance with the laws of the state, province and country in which UKG Is incorporated without regard to any conflict of law provisions. The parties waive the application of the United Nations Commission on Intemational Trade Law and United Nations Convention on Contracts for the International Sale of Goods as to the interpretation or enforcement of the Agreement and waive and "opt out" of the Uniform Computer Information Transactions Act (UCITA), or such other similar law. 17.2 The invalidity or illegality of any provision of the Agreement shall not affect the validity of any other provision. The parties intend for the remaining unaffected provisions to remain in full force and effect. 17.3 Customer shall not assign the Agreement or the rights to use the Services without the prior written consent of UKG and any purported assignment, without such consent, shall be void. 17.4 Neither Party shall be responsible for any failure to perform or delay in performing any of its obligations under this Agreement (other than a failure to comply with payment obligations) where and to the extent that such failure or delay results from an unforeseeable event beyond a party's reasonable control, including but not limited to, acts of war, acts of nature; earthquake flood; embargo; riot; sabotage, labor shortage or dispute; changes in government codes, ordinances, laws, rules, regulations or restrictions; failure of the Internet; terrorist acts; failure of data, products or services controlled by any third party, including the providers of communications or network services; utility power failure; material shortages or unavailability or other delay in delivery not resulting from the responsible party's failure to timely place orders therefor, or lack of or delay in transportation (each a "Force Majeure Event'7. 17.5 All notices given under the Agreement shall be in writing and sent postage prc-paid, if to UKG, to the UKG address on the Order Form, or if to Customer, to the billing address on the Order Form. 17.6 No action, regardless of form, may be brought by either party more than two (2) years after the cause of action has arisen. 17.7 The section headings herein arc provided for convenience only and have no substantive effect on the construction of the Agreement. 17.8 The parties agree that if the Agreement is accepted by the panics and that acceptance is delivered via fax or electronically delivered via email or the Internet it shall constitute a valid and enforceable agreement. 17.9 This Agreement and any information expressly incorporated by reference herein, together with the applicable Order Farm, constitute the entire agreement between the parties for the Services described herein and supersede all prior or contemporaneous representations, negotiations, or other communications between the parties relating to the subject matter of this Agreement. This Agreement may be amended only in writing signed by authorized representatives of both parties. Customer understands and acknowledges that while UKG may disclose to customers certain confidential information regarding general Service or product development direction, potential future Services, products or product enhancements under consideration, Customer is not entitled to any Services, products or product enhancements other than those contained on the Order Form. Customer has not relied on the availability of any future version of the Services (including SaaS Applications or equipment) identified on an Order Form, nor any other future product in executing the AgreemenL CUSTOMER AGREES TO THESE TERMS AND CONDITIONS FOR ALL ORDER FORMS FOR THE SERVICES. THE INDIVIDUAL ACCEPTING THESE TERMS AND CONDITIONS ON BEHALF OF CUSTOMER REPRESENTS THAT HE/SHE HAS THE AUTHORITY TO CONTRACTUALLY BIND CUSTOMER. Rev. 061=1 Custom= City of San Rafael Datcd: B: Name: L ofthtz Tide: City Manager Krona Incorporated Datcd: 9/13/2021 1 2:40 PM EDT B: Bch, VPJA JUYAtnf Name: Nicole Dandurant Tide: Order Processing Analyst 12 Rev 0UMI EXHIBIT A SERVICE LEVEL AGREEMENT (SLA) Service Level Agreement: The Services, in a production environment, arc provided with the service levels described in this Exhibit A. SLAs are only applicable to production environments. SLAs will be available upon Customer's signature of UKG's Go Live Acceptance Form for Customer's production environment. 99.75% Application Availability Actual Application Availability % _ (Monthly Minutes (MM) minus Total Minutes Not Available (TM)) multiplied by 100) and divided by Monthly Minutes (MM), but not including Excluded Events Service Credit Calculation: An Outage will be deemed to commence when the Applications are unavailable to Customer In Customer's production environment hosted by UKG and end when UKG has restored availability of the Applications. Failure to meet the 99.75% Application Availability SLA, other than for reasons due to an Excluded Event, will entitle Customer to a credit as follows: Actual Application Availability % as measured in it calendar monthmonthly Service Credit to be applied to Customer' Invoice for the affected month 99.75% to 98.75% 10% 98.75% to 98.25% 15% i 825% to 97.75% 25% 7.75 to 96.75% 35% 6.75 50% "Outage" means the accumulated time, measured in minutes, during which Customer is unable to access the Applications for reasons other than an Excluded Event. "Excluded Event" means any event that results in an Outage and is caused by (a) the acts or omissions of Customer, its employees, customers, contractors or agents; (b) the failure or malfunction of equipment, applications or systems not owned or controlled by UKG, including without limitation Customer Content, failures or malfunctions resulting from circuits provided by Customer, any inconsistencies or changes in Customer's source environment including either intentional or accidental connections or disconnections to the environment; (c) Force Majeure events; (d) expected downtime during the Maintenance Periods described below; (c) any suspension ofthe Services in accordance with the terms of the Agreement to which this Exhibit A is attached; (f) the unavailability of required Customer personnel, including as a result of failure to provide UKG with accurate, current contact information; or (g) using an Application in a manner inconsistent with the Documentation for such Application. "Maintenance Period" means scheduled maintenance periods established by UKG to maintain and update the Services, when downtime may be necessary, as further described below. The Maintenance Period is used for purposes of the Service Credit Calculation; UKG continuously maintains the production environment on a 240 basis to reduce disruptions. Customer Specific Maintenance Period 1. Customer will choose one of the following time zones for their Maintenance Period: a. United States Eastern Standard Time, b. GMT/UTC, c. Central European Time (CET) or d. Australian Eastern Standard Time (ASST). 2. Customer will choose one of the following days of the week for their Mainlcnancc Period: Saturday, Sunday, Wednesday or Thursday. Rev 06J= 3. UKG will use up to six (6) hours in any two (2) consecutive rolling months (specifically; January and February; March and April; May and June; July and August; September and October, November and December) to perform Customer Specific Maintenance, excluding any customer requested Application updates. Downtime in excess of these six (6) hours will be deemed to be an Outage. 4. Customer Specific Maintenance will occur between Ilam -ham during Customer's selected time zone. 5. Excluding any customer requested Application updates, UKG will provide notice for planned downtime via an email notice to the primary Customer contact at least seven (7) days in advance of any known downtime so planning can be facilitated by Customer. 6. Customer Specific Maintenance Windows also include additional maintenance windows mutually agreed upon by Customer and UKG. 7. In absence of instruction from Customer, UKG will by default perform Maintenance in the time zone where the Data Center is located. Non -Customer Specific Maintenance Period UKG anticipates non -Customer Specific Maintenance to be performed with no or little (less than three hours per month) Customer downtime. If for any reason non -Customer Specific Maintenance requires downtime, UKG will provide as much notice as reasonably possible of the expected window in which this will occur. Downtime in excess of three (3) hours per month for Non -Customer Specific Maintenance will be deemed to be an Outage. "Monthly Minutes (MM)" means the total time, measured in minutes, of a calendar month commencing at 12:00 am of the first day of such calendar month and ending at 11:59 pm of the last day of such calendar month. "Total Minutes Not Available (TM)" means the total number of minutes during the calendar month that the Services arc unavailable as the result of an Outage. Reporting and Claims Process: Service Credits will not be provided if. (a) Customer is in breach or default under the Agreement at the time the Outage occurred; or (b) the Outage results from an Excluded Event. UKG will provide Customer with an Application Availability report on a monthly basis for each prior calendar month. Within sixty (60) days of receipt of such report, Customer must request the applicable Service Credit by written notice to UKG. Customer waives any right to Service Credits not requested within this time period. All performance calculations and applicable Service Credits are based on UKG records and data unless Customer can provide UKG with clear and convincing evidence to the contrary. The Service Level Agreements in this Exhibit, and the related Service Credits, apply on a per production environment basis. For the avoidance of doubt, Outages in one production environment may not be added to Outages in any other production environment for purposes of calculating Service Credits. Customer acknowledges that UKG manages its network traffic in part on the basis of Customer's utilization of the Services and that changes in such utilization may Impact UKG' ability to manage network traffic. Therefore, notwithstanding anything else to the contrary, if Customer significantly changes its utilization of the Services than what is oontracted with UKG and such change creates a material and adverse Impact an the traffic balance of the UKG network, as reasonably determined by UKG, the parties agree to co-operate, in good faith, to resolve the issue. Rev. 061=1 DocuSign Certificate Of Completion Envelope Id: AB2F23082AOB4AFDBEC79CD218C8E3FB Status: Completed Subject: Please DocuSign This Document Source Envelope: Document Pages: 15 Signatures: 1 Envelope Originator: Certificate Pages: 1 Initials: 0 Nicole Dandurant AutoNav: Enabled nicole.dandurant@ukg.com Envelopeld Stamping: Disabled IP Address: 64.207.219.71 Time Zone: (UTC -05:00) Eastern Time (US & Canada) Record Tracking Status: Original Holder. Nicole Dandurant Location: DocuSign 9/13/2021 2:36:05 PM nicole.dandurant@ukg.com Signer Events Signature Timestamp Nicole Dandurant Sent: 9/13/2021 2:36.07 PM nicole.dandurant@ukg.com MC61" vat' u� Viewed: 9/13/2021 2:36:17 PM Order Processing Analyst Signed: 9/13/2021 2:38:35 PM UKG Security Level: Email, Account Authenticat on Signature Adoption: Pre -selected Style Freeform Signing (None) Using IP Address: 158.228.24.44 Electronic Record and Signature Disclosure: Not Offered via DocuSign In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 9/13/2021 2:36:07 PM Certified Delivered Security Checked 9/13/2021 2:36:17 PM Signing Complete Security Checked 9/13/2021 2:38:35 PM Completed Security Checked 9/13/2021 2:38:35 PM Payment Events Status Timestamps DocuSign Certificate Of Completion Envelope Id: COBD2B9BOBF5420lAlC7AFED3B3E672E Status: Completed Subject: Please DocuSign This Document Source Envelope: Document Pages: 16 Signatures: 1 Envelope Originator: Certificate Pages: 1 Initials: 0 Nicole Dandurant AutoNav: Enabled nicole.dandurant@ukg.com Envelopeld Stamping: Disabled IP Address: 64.207.219.72 Time Zone: (UTC -05:00) Eastern Time (US & Canada) Record Tracking Status: Original Holder: Nicole Dandurant Location: DocuSign 9/13/2021 2:39:37 PM nicole.dandurant@ukg.com Signer Events Signature Timestamp Nicole Dandurant/I� Sent: 9/13/2021 2:39.39 PM nicole.dandurant@ukg.com '-- M(bb- ValAJUYA1Af Viewed: 9113/20212:39:53 PM Order Processing Analyst Signed: 9/13/2021 2:40:31 PM UKG Signature Adoption: Pre -selected Style Freeform Signing Security Level: Email, Account Authentication (None) Using IP Address: 158.228.24.44 Electronic Record and Signature Disclosure: Not Offered via DocuSign In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 9/13/2021 2:39:40 PM Certified Delivered Security Checked 9/13/2021 2:39:53 PM Signing Complete Security Checked 9/13/2021 2:40:31 PM Completed Security Checked 9/13/2021 2:40:31 PM Payment Events Status Timestamps 60p,� RA FBF! 1 i 2 � yo WITH P' c�`y CONTRACT ROUTING FORM INSTRUCTIONS: Use this cover sheet to circulate all contracts for review and approval in the order shown below. TO BE COMPLETED BY INITIATING DEPARTMENT PROJECT MANAGER: Contracting Department: Police Department Project Manager: Charles Taylor Extension: #3088 Contractor Name: UKG Contractor's Contact: Robin Popp Contact's Email: Robin.Popp@ukg.com ❑ FPPC: Check if Contractor/Consultant must file Form 700 Step RESPONSIBLE DESCRIPTION COMPLETED REVIEWER PRINT DEPARTMENT a. Email PINS Introductory Notice to Contractor DATE Check/Initial 1 Project Manager 8/13/2021 b. Email contract (in Word) and attachments to City ;late:. 7 City Attorney Attorney c/o Laraine.Gittens@cityofsanrafael.org ❑ 2 City Attorney a. Review, revise, and comment on draft agreement l hLk I1121%: to 8 City Attorney and return to Project Manager cntcr a dale. ❑ City Manager/ Mayor (for Public Works Contracts) Agreement executed by City Council authorized b. Confirm insurance requirements, create Job on Click here to 9 MIL PINS, send PINS insurance notice to contractor cntcr a dale. ❑ 3 Department Director Approval of final agreement form to send to C'liA. ()r I'Lip ❑ 0 4 L14 / contractor t enter a forwards copies to Project Manager Project Manager Forward three (3) originals of final agreement to �latc. 4 CFck - ere 'o ❑ Project Manager contractor for their signature enter a date. 5 When necessary, contractor -signed agreement ❑ N/A agendized for City Council approval * 'City Council approval required for Professional Services Agreements and purchases of goods and services that exceed Or $75,000; and for Public Works Contracts that exceed $175,000 uxco jw,�CA ��e�e.Ga K 0-h °! 32�1z�( Date of City Council approval PRINT CONTINUE ROUTING PROCESS WITH HARD COPY 6 Project Manager Forward signed original agreements to City Attorney with printed copy of this routing form 7 City Attorney Review and approve hard copy of signed agreement Review and approve insurance in PINS, and bonds3' 7 8 City Attorney / City Manager/ Mayor (for Public Works Contracts) Agreement executed by City Council authorized r 9 MIL official 10 _ City Clerk Attest signatures, retains original agreement and 0 4 L14 / forwards copies to Project Manager uxco jw,�CA ��e�e.Ga K 0-h °! 32�1z�(