Downey City Council
September 23, 2025

Item No.

TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL

FROM: OFFICE OF THE CITY MANAGER
BY: JAMES MCQUEEN, DIRECTOR OF HUMAN RESOURCES

DATE: SEPTEMBER 23, 2025

SUBJECT: APPROVAL OF CONTRACT RENEWALS WITH UKG FOR UKG READY

TIME, UKG READY ACCRUALS MANAGER, UKG SCHEDULER, AND

UKG TELESTAFF SOFTWARE SOLUTION FOR WORKFORCE

MANAGEMENT SOLUTIONS, INCLUDING TIMEKEEPING AND

SCHEDULING MODULES

EXECUTIVE SUMMARY

The City Council will consider approving two contract renewals with UKG, a sole-source provider of our workforce management systems. The UKG Ready contract, which manages timekeeping for the entire city, will be renewed for one year, starting from September 1, 2025 and continuing to August 31, 2026. The UKG Telestaff contract, utilized for public safety scheduling, will be renewed for three years, from September 18, 2025 to September 17, 2028. These extensions are necessary to ensure continued operation of the City's payroll, timekeeping, and scheduling systems.

RECOMMENDATION

That the City Council:

1. Authorize the City Manager to execute the Agreement with UKG for a one-year contract renewal for the UKG Ready system, for a term beginning on September 1, 2025, and ending on August 31, 2026 for a total amount not to exceed $61,647, and,

2. Authorize the City Manager to execute the agreement with UKG for a three-year contract renewal for the UKG Telestaff system, for a term beginning on September 18, 2025, and ending on September 17, 2028 for a total amount not to exceed $113,929.

BACKGROUND
In August 2018, the City Council approved the implementation of Kronos (now UKG) workforce management solutions. This decision followed a comprehensive evaluation by the Downey Technology and Innovation Team’s interdepartmental team, which identified the modernization of the City’s payroll, timekeeping, and scheduling processes as a key

APPROVAL OF CONTRACT RENEWALS WITH UKG FOR UKG READY TIME, UKG READY

ACCRUALS MANAGER, UKG SCHEDULER AND UKG TELESTAFF SOFTWARE SOLUTION FOR

WORKFORCE MANAGEMENT SOLUTIONS, INCLUDING TIMEKEEPING AND SCHEDULING

MODULES
SEPTEMBER 23, 2025
PAGE 2

2 area for improving organizational efficiency. The team determined that Kronos Workforce Ready solutions best met the City's needs for both scheduling and timekeeping platforms.

Pursuant to the City’s Purchasing Procedures, the City piggybacked off an existing approved U.S. Communities Government Purchasing Alliance (dba OMNIA Partners, Public Sector) contract with Kronos to secure competitive pricing. The City of Downey is a member of the U.S. Communities Government Purchasing Alliance, which allows the City to leverage national purchasing power and streamlines the procurement process.

Kronos Incorporated was awarded the OMNIA contract for workforce management systems through a competitive Request for Proposal (RFP# 14-JLR-003) issued by Harford County Public Schools. The City was then able to piggyback off this existing agreement and receive the pricing benefits approved within.

In April 2025, the City Council approved an extension of the existing UKG agreement through August 31, 2025. This action was taken to ensure the continuity of essential workforce management services and to align the City’s contract with the renewal of the new OMNIA Partners contract with UKG.

UKG Kronos Systems was recently awarded a new OMNIA contract for workforce management systems through a competitive Request for Proposal (RFP# 24-6833) issued by the Cobb County Procurement Services Department. As previously utilized, the City is again able to piggyback off this existing competitively bid agreement to receive the approved pricing benefits. The OMNIA contract was recently approved for a new term, effective July 14, 2025, through July 13, 2029.

ANALYSIS
The City’s current agreements with UKG expired in August 2025. To ensure continuity of essential payroll, timekeeping, and scheduling operations, contract extensions are required. The UKG Ready system agreement will be extended for a one-year period while the UKG Telestaff agreement will be extended for a period of three years.

The City is currently in the process of identifying a new Enterprise Resource Planning (ERP) system. It is anticipated that this new ERP system will be implemented by 2028 and include integrated payroll, timekeeping, and scheduling capabilities. Given the specialized nature of the City's workforce management needs and the significant effort involved in researching, selecting, and implementing a new vendor, UKG is considered a sole-source provider for this period. Initiating a new competitive bidding process at this time would be inefficient and potentially disruptive, especially considering the upcoming ERP implementation.

APPROVAL OF CONTRACT RENEWALS WITH UKG FOR UKG READY TIME, UKG READY

ACCRUALS MANAGER, UKG SCHEDULER AND UKG TELESTAFF SOFTWARE SOLUTION FOR

WORKFORCE MANAGEMENT SOLUTIONS, INCLUDING TIMEKEEPING AND SCHEDULING

MODULES
SEPTEMBER 23, 2025
PAGE 3

3 Staff seeks to renew the UKG Ready contract for only one year due to exclusion of the 90-day cancellation clause in the new OMNIA contract. If the City enters a new three- year term for UKG Ready, the City would be locked into that contract for this time period.

Given there is no confirmed date for the new ERP system’s implementation, this one-year renewal provides the flexibility to transition to a new system without being tied to a longer agreement. Additionally, the UKG Telestaff contract will be renewed for three years as the City was able to retain the 90-day cancellation clause in this agreement. This agreement was previously signed by staff to secure pricing and favorable contract terms and now seeks Council ratification.

CITY COUNCIL PRIORITIES

Fiscal Responsibility
Efficiency & Adaptability

FISCAL IMPACT

Approval of the recommended action will result in an expenditure of $99,624 from multiple departmental computer license software accounts within Police, Fire, Finance and Parks and Recreation. This amount was previously budgeted in the Fiscal Year 2025-2026 Operating Budget. Funding for years 2 and 3 of the UKG Telestaff agreement will be included in subsequent fiscal year budgets.

ATTACHMENTS

Attachment A: UKG Ready Renewal Form
Attachment B: UKG Telestaff Order Form
Attachment C: Cobb County, GA – Contract#24-6833 for HRS and Related Products and Services with UKG Kronos Systems, LLC through OMNIA Partners

Quote#: Q-336490

RENEWAL ORDER FORM
Quote#: Q-336490 Date:05 Aug, 2025
Customer Legal Name:

CITY OF DOWNEY
Customer Legal Address:
11111 BROOKSHIRE AVE, DOWNEY, CA 90241-3817 USA
Bill To: CITY OF DOWNEY
11111 BROOKSHIRE AVE
DOWNEY, CA 90241-3817 USA
Ship To: CITY OF DOWNEY
11111 BROOKSHIRE AVE
DOWNEY, CA 90241-3817 USA
Bill To Contact:

Payment Terms: Net 30 Days Currency:USD
Customer PO Number: Solution ID: 6152345
Renewal Term: 12 months
Billing Frequency: Monthly
Billing Type: Arrears
Order Notes:

This Order is subject to the Master Agreement No 24-6833 entered into between Cobb County Board of Commissioner ("Lead Agency") and UKG Kronos Systems, LLC ("UKG") effective as of July 14th, 2025 (the " Omnia Master Agreement No. 24-6833 ") and used by Customer as an Omnia Participating Public Agency.

Contract Summary
Contract Period Start Date: 9/1/2025 12:00:00 AM
Contract Period End Date: 8/31/2026 12:00:00 AM
Total Price: USD 61,647.11
The Total Price is the total billable amount (pre-tax) for the contract period listed above.

Annualized Contract Value: USD 61,663.80
The Annualized Contract Value is the value of the contract if all services are priced for 365 days. The Annualized Contract Value does not include estimated tax. Please note that this quote may include services priced for prorated periods.

SaaS Application
Product Name Duration Quantity Monthly Total Total Price UKG READY TIME 12 865 USD 3,825.09 USD 45,901.04
UKG READY ACCRUALS MANAGER 12 865 USD 637.51 USD 7,650.18 UKG READY SCHEDULER 12 365 USD 674.66 USD 8,095.89
Total Price USD 61,647.11
Docusign Envelope ID: F1F0258D-3885-45C5-B84A-E2943CF0B718

Quote#: Q-336490

CITY 2)'2:1(<Kronos6\VWHPV//&
Signature:/CS1/______________________________ Signature:/KS1/_____________________________ Name:/CN1/______________________________Name:/KN1/_____________________________ Title:/CT1/______________________________ Title:/KT1/_____________________________ Date:/CD1/______________________________ Date:/KD1/______________________________ The monthly price on this Order has been rounded to two decimal places for display purposes. As many as eight decimal places may be present in the actual price. Due to the rounding calculations, the actual price may not display as expected when displayed on your Order. Nonetheless, the actual price on your invoice is the true and binding total for this Order for purposes of amounts owed for the term. If you are tax exempt, please email a copy of your “Tax Exempt Certificate” to [email protected] along with the quote number otherwise this order is subject to applicable taxes. The actual tax amount to be paid by Customer will be shown on Customer’s invoice.
/___________________________
Laurie McClellan
Associate Manager, UKG Ready
8/25/2025
APPROVED AS TO FORM:
_____________________________

JOHN FUNK
City Attorney
ATTEST:
_____________________________

MARIA ALICIA DUARTE, CMC
City Clerk

ROGER BRADLEY

CITY MANAGER
Docusign Envelope ID: F1F0258D-3885-45C5-B84A-E2943CF0B718

Docusign Envelope ID: D85C05DE-94FC-4A9C-87D2-511 CE836048E Ul<G
Quote#: Q-318801
Expires: 31 Mar, 2025
Sales Executive: Felice Dennison

ORDER FORM
Order Type: Quote
Date: 26 Feb, 2025
Quote#: Q-318801

Effective Date: Effective as of the date of last signature of this Order Customer Legal Name:

CITY OF DOWNEY
Customer Legal Address:
11111 BROOKSHIRE AVE, DOWNEY, CA 90241-3817 USA
Bill To: CITY OF DOWNEY
11111 BROOKSHIRE AVE
DOWNEY, CA 90241-3817 USA
Bill To Contact:

Currency: USO
Customer PO Number:

Solution ID: 6152345
Initial Term: 36 months
Uplift Percent: 4 %
Billing Start Date: September 18, 2025
Ul<G
Ship To: CITY OF DOWNEY
11111 BROOKSHIRE AVE
DOWNEY, CA 90241-3817 USA
Ship To Contact: Maria Rivas
Ship to Phone: (562) 904-7292
Ship to Mobile:

Contact: Maria Rivas
Email: [email protected]
Shipping Terms: Shipping Point
Ship Method: FedEx Ground
Freight Term: Prepay & Add
Renewal Term: 12 months
Payment Terms: Net 30 Days
UKG Kronos Systems llC 900 Chelmsford Street Lowell, MA 01851 Docusign Envelope ID: 0FE27099-40B5-4FDF-BB84-385EC58386F9

Docusign Envelope ID: D85C05DE-94FC-4A9C-87D2-511 CE836048E Subscription Services
Billing Frequency: Annual in Advance
-
Subscription Services -i------..

UKG TELESTAFF CLOUD
Total Price
One Time Setup Fee
-
_...., _______ -
Billing Frequency: Billed 100% upon signature of the order form One Time Setup Fees
Quote Summary
Total One Time Fees
Order Notes:

J Quantity -.-·-.. -
330
.. , P_E��l-.

USO 9.59
Quote#: Q-318801

Monthly Price
USO 3,164.70
USO 3, 164. 70
USO 0.00
USO 0.00
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 the TeleStaff Cloud Applications set forth on this Order in GCP, but in no event beyond December 31, 2025.

UKG TeleStaff Cloud Monthly Service shall be invoiced at the Billing Frequency indicated on this Order Form, commencing on the Billing Start Date. As of the Billing Start Date, UKG will credit any pre-paid but unused TeleStaff Applications in the KPC and apply such credits against any amounts owed to UKG by Customer until such credit is expended. Customer shall pay for the TeleStaff Applications in the KPC fees until the TeleStaff Cloud Billing Start Date.

The fees for the Subscription Services are invoiced 60 days prior to the Billing Start Date.

This Order is entered into between Customer and UKG Kronos Systems LLC (formerly known as Kronos Incorporated), subject to the terms and conditions of the Master Agreement Reference #18220 dated March 18th, 2019, between the Lead Agency (acting as "Owner") and UKG Kronos Systems LLC (as the "Contractor"), as amended ("Contract #18220"). The TeleStaff Cloud Software Application as listed on this Order as subject to the Sections A and K of Contract #18220).

Notwithstanding the expiration of the US Communities Agreement #18220, the parties agree that the current terms and conditions of the US Communities Agreement #18220 will continue to govern the goods and services set forth herein through the duration of the Term
Ul<G UKG Kronos Systems LLC 900 Chelmsford Street Lowell, MA 01851 Docusign Envelope ID: 0FE27099-40B5-4FDF-BB84-385EC58386F9

Docusign Envelope ID: D85C05DE-94FC-4A9C-87D2-511 CE836048E Quote#: Q-318801

IN WITNESS WHEREOF, the parties have caused this Order to be executed by their authorized representatives and shall be effective as of the date of the last signature below.

CITY OF DOWNEY UKG Kronos Systems LLC
Signature: Signature:

Erica Bukowski
Name: Name:
sr order Processing Analyst
Title: Title:
25-Apr, 2025
Date: Date:

The monthly price on this Order has been rounded to two decimal places for display purposes. As many as eight decimal places may be present in the actual price. Due to the rounding calculations, the actual price may not display as expected when displayed on your Order. Nonetheless, the actual price on your invoice is the true and binding total for this Order for purposes of amounts owed for the term. If you are tax exempt, please email a copy of your "Tax Exempt Certificate" to [email protected] along with the quote number otherwise this order is subject to applicable taxes. The actual tax amount to be paid by Customer will be shown on Customer's invoice.

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 https://www.ukg.com/one-suite#WhatproductnamesarechangingunderUKGDimensions Ul<G UKG Kronos Systems llC 900 Chelmsford Street Lowell, MA 01851

CITY OF DOWNEY
_____________________________ ____________
ROGER BRADLEY Date
City Manager
APPROVED AS TO FORM:
_____________________________

JOHN FUNK
City Attorney
ATTEST:
_____________________________

MARIA ALICIA DUARTE, CMC
City Clerk
Docusign Envelope ID: 0FE27099-40B5-4FDF-BB84-385EC58386F9 9/4/2025

Docusign Envelope ID: D85C05DE-94FC-4A9C-87D2-511 CE836048E UKG Statement of Work for City of Downey
This Statement of Work (SOW) outlines the scope of services to be provided by UKG for the Professional Service(s) in the corresponding Order and is subject to the terms and conditions set forth in the UKG Master Services Agreement (MSA) or such other existing underlying agreement between Parties. The scope of services described herein are time and materials and fixed price based and subject to the same terms and conditions as the corresponding Order. Unless otherwise defined herein, words and expressions defined in the Order shall have the same meaning in this Statement of Work. In the event of a conflict or discrepancy between the terms in this SOW and the MSA, the MSA shall prevail.

1.Professional Services in Scope
The Customer has engaged UKG to provide the following Professional Services:

Service Description
Migration to Telestaff
Cloud (fixed fee)
UKG will:
•Conversion of UKG TeleStaff in the Kronos Private Cloud to UKG TeleStaff Cloud in the Google Cloud Platform.
o Google Cloud Platform environments: (1) Production and (1) Development (Non­ Production).
•Professional Services Scope:
o Project management sufficient to organize UKG project resources. o Project Kickoff Call.
o System Overview Call.
o Testing Support.
o Go Live Support.

2.Service Parameters
The following parameters provide an additional set of considerations as it applies to the Project and Professional Services described in this document:

Item Parameters
Project Assumptions
Scope Changes and
Pricing
•The target duration for this project is 8-10 working weeks. •Solution Assumptions:
•
•
•
•
o Conversion to UKG TeleStaff Cloud does not include customizations (outside of the scope listed above), configuration, new features, or functionality other than what is required by the new version.

Any stated project duration is for guidance only and expected to be as set out in this SOW based upon UKG's experience with UKG customers and solutions. Scope changes are subject to review and may impact the project duration and cost. If additional work beyond the initial scope of this SOW is needed, a separate Service Request will be required.

If the Customer requires services not specified in this SOW, those services will be scoped based upon complexity and billed at the then current rate.

UKG will not be responsible for troubleshooting Subscription Service(s), interfaces or hardware not provided by UKG.

UKG's quoted pricing does not include the Excluded Items set out in this SOW .

Docusign Envelope ID: 0FE27099-40B5-4FDF-BB84-385EC58386F9

Docusign Envelope ID: D85C05DE-94FC-4A9C-87D2-511 CE836048E Item Parameters
Customer Tasks and
Communication

3.Service Requests
•Both UKG and the Customer's project team will complete assigned tasks by mutually agreed upon due dates as set forth in the project plan. UKG will not be responsible for delays caused by the Customer's failure to provide adequate resources for the project or complete tasks promptly. •UKG will communicate with the Customer's project manager, the appointed point of contact for Customer on this project. The Customer's project manager will be responsible for all communications and project management among all Customer parties (staff, vendors, consultants) and for the escalation and resolution of any issues for the Customer. •All project tasks are completed through UKG's remote deployment model unless otherwise mutually agreed to in advance or via an authorized service request or work order. Travel expenses are not included and will be invoiced separately as incurred.

Requests for changes to this SOW, additional scope, or activities outside of this planned project scope must be submitted to the UKG project manager in writing or in the form of an electronic service request.

The following excluded items are considered out of scope and will require a service request ("Excluded Items"):
•Material changes in the defined scope or effort
•Material changes in the number or type of work items to meet the defined scope of effort. •Changes to the project remote delivery model
•Changes to the project duration
UKG will estimate the time and costs needed to implement the change and its impact on the project's delivery. UKG will perform the requested work once the service request has been completed and signed by the Customer.

Docusign Envelope ID: 0FE27099-40B5-4FDF-BB84-385EC58386F9

Attachment C:

Cobb County, GA
Contract #24-6833 for HRS and Related Products and Services with UKG Kronos Systems, LLC through OMNIA Partners

Exhibit “A”
Contractor’s Bid/Proposal

1 Cobb County
Human Resource Systems and Related
Products and Services
Sealed Proposal # 24-6833

Brian Coopman
Director, Contracts & Procurement - Public Sector
UKG Inc.

900 Chelmsford Street
Lowell, MA 01851
T: 978.250.9800
www.ukg.com
Exhibit “A” Contractor’s Bid/Proposal

1 UKG Inc. Proposal in response to Cobb County
Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024
Table of Contents

5.1 COVER LETTER ......................................................................................................................................... 3

5.2 EXECUTIVE SUMMARY ............................................................................................................................ 6

5.3 COMPANY BACKGROUND/PROFILE ...................................................................................................... 12

5.4 EXPERIENCE ........................................................................................................................................... 14

5.5 PRODUCT INFORMATION/SERVICE CAPABILITY ................................................................................... 16

5.6 PRICING ................................................................................................................................................. 25 Price Book ......................................................................................................................................... 27

5.7 VALUE ADD ............................................................................................................................................ 28

5.8 FINANCIAL STATEMENTS ...................................................................................................................... 30

5.9 NATIONAL CONTRACT ........................................................................................................................... 31 APPENDIX 1 – PROPOSAL SUBMITTAL FORM ............................................................................................. 34 APPENDIX 2 – REQUEST FOR PROPOSALS FORM ........................................................................................ 36 APPENDIX 3 - CONTRACTOR AFFIDAVIT & AGREEMENT (EXHIBIT A) ........................................................ 38 APPENDIX 4 – EXHIBIT A: RESPONSE FOR NATIONAL CONTRACT .............................................................. 40 Exhibit A: Section 3.0 Supplier Response .......................................................................................... 41 APPENDIX 5 – RESPONSE FOR MASTER AGREEMENT ................................................................................. 59 APPENDIX 6 – EXHIBIT F: FEDERAL FUNDS CERTIFICATIONS ...................................................................... 61 APPENDIX 7 – EXHIBIT G: NEW JERSEY BUSINESS COMPLIANCE ................................................................ 90 Exhibit G - DOC #1: Ownership Disclosure Form .............................................................................. 91 Exhibit G - DOC #2: Non-Collusion Affidavit ...................................................................................... 94 Exhibit G - DOC #3: Affirmative Action Affidavit ............................................................................... 97 Exhibit G - DOC #4: Political Contribution Disclosure Form ............................................................ 103 Exhibit G - DOC #5: Stockholder Disclosure Certification ............................................................... 108 Exhibit G - DOC #6: Disclosure of Investment Activities in Iran ...................................................... 110 Exhibit G - DOC #7: Certification of Non-Involvement in Prohibited Activities in Russia/Belarus .. 112

2 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024
Exhibit G - DOC #8: New Jersey Business Registration Certificate .................................................. 114 Exhibit G - DOC #9: EEOAA Evidence .............................................................................................. 115 Exhibit G - DOC #10: MacBride Principals Form .............................................................................. 120 APPENDIX 8 – UKG ADDITIONAL AGREEMENTS ....................................................................................... 122 EULA Public Sector MSA .................................................................................................................. 123 UKG Perpetual Software Terms and Conditions Contract .............................................................. 124 APPENDIX 9 – THIRD PARTY TERMS AND CONDITIONS ............................................................................ 125 BSI End User License Agreement (Workforce Central and UKG Pro Workforce Management) ..... 126 BSI End User License Agreement (UKG Ready) ............................................................................... 127 Passport Addendum (UKG Pro Workforce Management) .............................................................. 128 Passport Addendum (Workforce Central) ...................................................................................... 129 UKG SMS Addendum ....................................................................................................................... 130 UKG EZCall Provider Scheduling Agreement ................................................................................... 131 APPENDIX 10 – SPD-SP044 TRADE SECRET AFFIDAVIT ............................................................................. 132 APPENDIX 11 – ADDENDUM ACKNOWLEDGEMENTS ............................................................................... 135 Cobb County Addendum #1 ............................................................................................................ 136 APPENDIX 12 – UKG SUPPORTING ATTACHMENTS .................................................................................. 138 UKG Attachment 1 – UKG Product Overview ................................................................................. 139 UKG Attachment 2 – UKG Public Sector Cobranded Collateral FY24 .............................................. 154

3 UKG Inc. Proposal in response to Cobb County
Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024

5.1 COVER LETTER
The proposer shall provide a cover letter describing a brief history of the Proposer and its organization. The letter will list the Principal or Officer of the organization who will be the County’s primary point of contact during clarifications or negotiations. This individual must have the authority to clarify and/or negotiate all aspects on the scope of products and services on behalf of the Proposer.

An officer authorized to bind the Proposer to the terms and conditions of this RFP must sign the cover letter.

Additional Notes from RFP
Respondents shall provide a cover letter or letter of transmittal to briefly summarize the company’s interest and relevant qualifications for the project. This letter shall not exceed two (2) pages, and shall be signed by an agent of the responding firm who is authorized to negotiate the details of the proposed services. (p.20)

4 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024
August 8, 2024

Cobb County Procurement Services Department
122 Waddell Street NE
Marietta, GA 30060

Subject: Sealed Proposal #: 24-6833 – Request for Proposals for Human Resource Information Systems and Related Products and Services

Dear Cobb County Procurement Services Department,
UKG hereby submits our proposal to deliver Human Resources Information Systems and Related Products and Services on behalf of Cobb County, Georgia (Lead Public Agency), and other government agencies (Participating Public Agencies) made available through OMNIA Partners.

In February 2020, Kronos and Ultimate Software announced a definitive merger agreement to unite two industry leaders to form one of the world’s largest cloud companies: UKG. As a long-standing provider partner to Participating Public Agencies delivering human capital management (HCM) and workforce management (WFM) solutions, UKG welcomes the opportunity to further our partnership through our expansive suite of cloud solutions and services:

UKG offers the industry’s most technologically advanced HCM solutions driven by our combined research and development (R&D) spending exceeding $2.8 billion over the past 5 years across our product line— including $671M in FY2023. As a result, UKG is frequently recognized as an HCM industry leader.

5 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024
UKG has earned numerous awards for its culture, products, and services, including consecutive years on Fortune’s 100 Best Companies to Work For list. To learn more, visit www.ukg.com/about-us/awards-and- recognition.

Industry expertise: UKG holds the depth and breadth of services defined by the Lead Public Agency to support the vast collection of Participating Public Agencies encompassing this solicitation:

Solution of choice: As Participating Public Agencies consider HCM and WFM solutions, UKG is uniquely poised to collaborate and configure the best solution suite aligning with each agency’s distinct scope of work, complexity, employee population, and service requirements. UKG ensures we deliver the exacting services, compliant with regulatory requirements, to modernize Participating Public Agencies’ HCM and WFM environments as they establish their future-state and long-term organizational ecosystems.

ERP integration: As Participating Public Agencies seek to deploy enterprise software to gain efficiencies across its financials, purchasing, asset management, budgeting/forecasting, or utility billing processes by leveraging cloud-based platforms, UKG delivers integration to support Participating Public Agencies’ current requirements and long-term business needs. UKG frequently supports participating agencies’ HCM and WFM initiatives by integrating with selected ERP providers to ensure accurate data is reflected between finance regulatory management processes and HCM and WFM processes. In fact, our 80,000 customers across all verticals are decoupled from ERP environments and integrate to incorporate HCM and WFM.

As the Lead Public Agency’s primary point of contact, I welcome discussion of our solution suite and how UKG can enhance the employee experience across your Participating Public Agencies’ portfolio. I am available and authorized to clarify and/or negotiate all aspects of UKG’s scope of products and services, and I am authorized to bind UKG to the terms and conditions of the RFP and UKG’s proposal.

We look forward to working with the Lead Public Agency and Participating Public Agencies.

Sincerely,

Brian Coopman
Director of Contracts and Procurement
Public Sector
563.370.5356
[email protected]
UKG Inc.

7 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024
To meet this goal, UKG proposes our full-scope human capital management (HCM) solution suite to empower Participating Public Agencies to deliver the best employee experience across their organizations – from hire to retire.

Your biggest investment is your people.

Invest in their employee experience.

Single-provider consolidation. Delivered through SaaS, UKG’s HCM offerings manage hire-to-retire services through one easily accessible web portal. What makes UKG HCM solutions most unique is that one single employee data record drives all modules and delivers visibility across each Participating Public Agency’s distinct employee population. A single update to the employee record effectively updates all modules within the platform.

8 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024
Process automation. The Lead Public Agency
is focused on attaining a solution to deliver
operational efficiency and effectiveness. UKG
is aligned with your goals, offering
comprehensive HCM solutions to completely
automate business processes. Intelligent data
collection options capture data at its source.

Exception-based management views focus
attention on areas of concern, and employee
self-service reduces calls to HR, payroll, and
managers.

A single, end-to-end HCM solution, UKG’s
integrated system eliminates error-prone
duplicate data entry and consistency issues
that can occur across multiple systems. Our HCM offerings provide standard and custom fields to cover the full range of HR requirements — from pre-hire to separation — so Participating Public Agencies can store and track all employee data in one location. Role-based web and mobile self-service enables employees and managers to view and update information at their convenience. Automation of hiring, onboarding, time, payroll, and training processes — using configurable workflows — eases HR’s administrative burden, supports compliance, and drives results.

User friendly. Participating Public Agencies require solutions that are easy to use for their managers and employees to drive efficiency and engagement via self-service. UKG HCM offers an intuitive user experience through a modern, consumer-grade interface. Our intuitive workflows ensure greater user adoption and a better employee experience. Additionally, Participating Public Agencies can enable their employees to manage their experiences via the UKG mobile app, putting all HR tools at their fingertips whenever they need them.

Whether in the workplace, on the road, or working remotely, employees can access the full system to stay informed, keep tasks moving, and make an impact on people and processes seamlessly. Participating Public Agencies can give their people the exact tools they need anytime, anywhere with personalized self- service options based on their role, common activities, location, and preferences. Participating Public Agencies can build or access reports, charts, and even predictions and recommendations in real time on their mobile devices to ensure they are always ready for strategic actions and conversations.

Focus on compliance. With a commitment to integrity and excellence, UKG drives regulatory compliance for Participating Public Agencies through immediately accessible tools and resources. UKG's robust built- in rules help Participating Public Agencies adhere to critical employment laws and promptly notify them if errors occur. UKG delivers proactive, automated updates to pay, time, and HR rules, giving Participating Public Agencies access to the latest information so they can easily meet regulatory standards. This is supported by access to a centralized, reliable data source, complete with the latest

9 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024
government forms, and automated ACA and absence management tools accessible anytime, anywhere, from any device to help reduce risk of noncompliance.

Unified alliance partnerships. Participating Public Agencies may pursue unique service functionality requiring specialized features to supplement UKG HCM across their specified service scope. To meet any ancillary services identified within an individual Participating Public Agency’s service scope, UKG engages partners who bring unique business value. Partnerships with some of the world's leading information and HCM organizations drive innovations in workforce management across geographies and technologies. UKG’s Marketplace Partners deliver advanced features and functionality to UKG HCM solutions through seamless API integrations that automate processes, reduce manual errors, and offer innovative capabilities. Please visit our UKG Marketplace - Partners website to access a comprehensive listing of our partners.

Innovative technology. Understanding that the Lead Public Agency is focused on acquiring a solution with a foundation in the newest technology. UKG offers the industry’s most technologically advanced HCM solutions driven by our
combined research and development (R&D) spending
exceeding $2.8 billion over the past 5 years across our product line—including $671M in FY2023. As a result, UKG is frequently recognized as an HCM industry leader.

In fact, UKG was recently named a Leader in the NelsonHall NEAT report for HCM solutions in both enterprise and small business markets. The distinction follows similar Leader or #1 rankings from influential analyst firms in 2023 including Forrester, Gartner, Nucleus Research, and Sapient Insights Group. The Lead Public Agency can be confident in UKG’s leadership as an innovative technology provider allowing for a modern and responsive go-forward strategy for Participating Public Agencies as they pursue their HCM future state via UKG.

You tell us your needs, and we’ll develop and present a set of proven solutions.

Market expertise. The Lead Public Agency needs an experienced HCM provider leading its Human Resources Information Systems and Related Products and Services initiative on behalf of your Participating Public Agencies across their multiple jurisdictions, various constituents, and distinct business environments. UKG delivers the depth and breadth of services defined by the Lead Public Agency to support the vast collection of Participating Public Agencies encompassing this solicitation:

10 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024

Solution of choice. As Participating Public Agencies consider HCM solutions, UKG is uniquely poised to collaborate and configure the best solution suite aligning with each agency’s distinct scope of work, complexity, employee population, and service requirements. UKG ensures we deliver the exacting services, compliant with regulatory requirements, to modernize Participating Public Agencies’ HCM environments as they establish their future-state and long-term organizational ecosystems.

One contracting vehicle. A multitude of HCM options
Scalable for success. As Participating Public Agencies expand as organizations and communities, UKG will grow with them. Our cloud-based solution delivers automated system updates to incorporate enhanced feature functionality and ensure their regulatory compliance. Our robust HCM solution allows Participating Public Agencies to leverage more complex solution modules, if necessary, as their agencies build over the coming years. By proactively engaging with each agency, UKG commits to understanding their business goals and objectives, which allows us to anticipate their needs and guide them down the right path.

Proven partnership. As a long-
standing provider partner to the
Lead Public Agency delivering our
full range of HCM solutions to you
and your Participating Public
Agencies, UKG welcomes the
opportunity to further our
partnership through our
expansive suite of cloud solutions
and services.

At UKG, we believe that
technology is only as great as the
people behind it. As part of our
Partner for Life approach,
Participating Public Agencies can
leverage trusted advisors for
strategic guidance to evolve their
people strategy and employee

11 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024
experience as needs change throughout the lifespan of our contract. UKG’s tenured team helps Participating Public Agencies reduce administrative burdens, optimize their solutions, and support their long-term business goals to achieve their desired business outcomes.

Next steps. As the Lead Public Agency
considers your Human Resources Information
Systems and Related Products and Services
options, UKG is committed to extending our
consultative partnership as your Partner for
Life provider. With Participating Public
Agencies modernizing their systems via
expansive, innovative, and integrated HCM
solutions, UKG understands the distinct
challenges these agencies face across their
diverse workforces.

The Lead Public Agency can expect the best from UKG, as we are poised to work with you to ensure we deliver exacting services, compliant with regulatory requirements, to revitalize the HCM environment throughout the Participating Public Agencies community. We look forward to performing in accordance with our Bronze Partnership Excellence status to uphold our commitment to partnership.

UKG will work with the Lead Public Agency and Participating Public Agencies to ensure their employees are engaged throughout their unique life-work journeys, from hire to retire. Participating Public Agencies can enhance their reputations as employers of choice to attract and retain the most talented and diverse workgroups to serve their agencies and their communities as their futures evolve.

UKG brings our singular HCM solution to your singular biggest investment:
your employees.

12 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024

5.3 COMPANY BACKGROUND/PROFILE
Provide information on company background to include the following:
a. Legal name, address, phone and fax numbers, e-mail, Federal ID#, and website address. • Legal name: UKG Kronos Systems, LLC
• Address: 900 Chelmsford Street, Lowell, MA 01851
• Phone: 978-250-9800
• Fax: 978-367-5900
• Email: [email protected]
• Federal ID#: 04-2640942
• Website Address: www.ukg.com

b. Date business was established under current name.

On October 3, 2023, Kronos Incorporated underwent an entity conversion in accordance with Massachusetts General Laws 156D §§ 9.50-56 and has been renamed and rebranded as UKG Kronos Systems, LLC. As a matter of law, UKG Kronos Systems, LLC is considered the same business entity as Kronos Incorporated.

Prior to the entity conversion, Kronos Incorporated had been in business since 1977.

c. Size of company including the total number of employees.

UKG Inc., parent company to UKG Kronos Systems LLC, employs approximately 14,000 employees worldwide.

d. Type of ownership or legal structure of business
Private Company

e. Has the company ever failed to complete work for which a contract was issued? If yes, explain the circumstances.

UKG is dedicated to completing all its contractual engagements with its customers and has thousands of delighted customers. There may be rare occurrences when contracts are terminated by a customer based on their business circumstances or, in even more rare instances, where they have determined that they prefer another solution. These are unique situations and occur despite UKG’s effort to complete the contract. UKG cannot divulge specific circumstances of its confidential customer situations.

13 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024
f. Are there any civil or criminal actions pending against the firm or any key personnel related in any way to contracting? If yes, explain in detail. Are there any current unresolved disputes/allegations? From time to time and in the ordinary course of our business, the company or its subsidiaries is involved in a variety of claims, demands, suits, investigations, or proceedings, including actions concerning contracts, intellectual property, and employment matters. While it is not possible to predict the outcome of these matters with certainty, we do not expect the results of any of these actions to have a material adverse effect on our business or financial condition or on our ability to provide products or services to you.

g. Has the firm ever been disqualified from working for any public entity? If yes, explain the circumstances.

No.

h. If a Supplier requires additional agreements to be signed by a Participating Public Agency, include a copy of the proposed agreement(s) as part of Supplier’s proposal.

Included as Appendix 8 – UKG Additional Agreements.

14 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024

5.4 EXPERIENCE
Include a list of the five (5) most relevant or comparable contracts completed by your firm during the past five (5) years with a public entity. For each contract, provide the following information:

Relevant/Comparable Contract #1
a. Scope of services/contract description.

Ann Arbor Police Department, MI - TeleStaff as its primary scheduling solution for special event deployments and notifications; UKG Pro HCM for HR and Payroll. b. Dollar value of contract.

Estimated Annualized Contract Value - $25,000
c. Assigned project personnel.

UKG Sales and Professional Services
d. The contracting entity’s contact person, current phone number, and current e-mail address as reference information.

Jason McKinley, (810) 623-3971, [email protected]

Relevant/Comparable Contract #2
a. Scope of services/contract description.

City of Memphis, TN - Former Workforce Central customer that migrated to UKG Pro Workforce Management and UKG TeleStaff for 9,200 employes
b. Dollar value of contract.

Estimated Annualized Contract Value - $1.3 million
c. Assigned project personnel.

UKG Sales and Professional Services
d. The contracting entity’s contact person, current phone number, and current e-mail address as reference information.

Sgt Russell Mooney, (901) 314-4446, [email protected]

Relevant/Comparable Contract #3
a. Scope of services/contract description.

City of Waukesha, WI - UKG Pro Workforce Management for 950 employees and UKG Pro HCM for 1,300 employees.

15 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024
b. Dollar value of contract.

Estimated Annualized Contract Value - $150,000
c. Assigned project personnel.

UKG Sales and Professional Services
d. The contracting entity’s contact person, current phone number, and current e-mail address as reference information.

Patricia Erickson, ERP, (262) 524-3573, [email protected]

Relevant/Comparable Contract #4
a. Scope of services/contract description.

Las Vegas-Clark County Library District - Former Workforce Central agency that migrated to full suite UKG Ready (WFM and HCM) for 750 employees.
b. Dollar value of contract.

Estimated Annualized Contract Value - $125,000
c. Assigned project personnel.

UKG Sales and Professional Services
d. The contracting entity’s contact person, current phone number, and current e-mail address as reference information.

Glodia Thomas, HRIS Manager, (702) 507-6238, [email protected]

Relevant/Comparable Contract #5
a. Scope of services/contract description.

City of Southlake, TX - Workforce Central customer migration to UKG Ready Time WFM for 575 employees.
b. Dollar value of contract.

Estimated Annualized Contract Value - $60,000
c. Assigned project personnel.

UKG Sales and Professional Services
d. The contracting entity’s contact person, current phone number, and current e-mail address as reference information.

Dylan Welch, Human Resources Business Partner, Systems, (817) 748-8313, [email protected]

16 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024

5.5 PRODUCT INFORMATION/SERVICE CAPABILITY
Provide detailed information on service capabilities of your offering. This information shall detail how the Supplier’s solution meets the requirements of this RFP. a. Detail how supplier is currently in compliance with all relevant regulations for the HR software market. Provide documentation of appropriate certifications and licenses, if applicable.

UKG Inc. and its subsidiaries comply with all relevant laws and regulations applicable to Supplier’s business in performing its obligations worldwide. The company maintains a robust compliance program covering a variety of laws and regulations that impact its operations around the globe.

b. Demonstrate how Software is implemented, what training curriculum’s entail, and what the implementation process entails.

Respondents shall provide an organizational chart for the proposed project team, as well as the relevant background and experience for every proposed team member. (p.20) The Launch methodology provides a framework that generally describes how the project will progress from the start to finish. The project team follows this framework to transition the customer’s existing human capital management and workforce management (where applicable) functions from your legacy provider to the Applications. UKG’s deployment methodology includes the following phases:
• Welcome Phase: Preliminary preparation involves four basic elements: UKG's internal orientation meeting, customer preparation, a project team initial kick off meeting and software installation.
• Requirements Phase: UKG will perform an analysis by interviewing key people from different functional areas. Information that has been gathered during the analysis process is used to determine the current system set up, the new system definition requirements and allow us to determine the best fit between the customer’s business requirements and the functional capabilities of the UKG Pro products.
• Build Phase: This phase includes configuration, integration, and conversion. • Test Phase: Testing is one of the most critical functions of the Launch process. UKG recommends functional and parallel testing.
• Go-Live Phase: This phase consists of UKG assisting the customer with the first live processing of the functionality that is being implemented. In this phase, the consultant officially transitions the customer’s support to the UKG Product Support Team.

UKG will assign project team resources based on availability and bandwidth at the time of contract and the final scope of the project. Should UKG be considered a finalist, we are happy to provide additional details regarding potential project resources and their relevant experience. Below is a summary of the UKG project team roles and typical experience.

Depending on the final scope, the UKG project team may consist of the following UKG personnel:

17 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024

Practice Manager
• Responsible for Customer’s overall satisfaction with the UKG project ensuring that quality resources, as well as quality processes and standards, are applied to each task.

Project Manager
• Collaborates with the Customer PM to align the desired project outcomes, producing key results related to the customer’s critical business needs.
• Facilitates business process dialogue and, along with the rest of the UKG project team, ensures the UKG solution will meet the Customer Relationship criteria. • Monitors the project throughout its life cycle – including scope management, change control, issue management, risk management, quality management, resource management, communication management, financial management and schedule management. • Provides regular project status updates on the items above via collaborative tools and workspaces that include the Project Dashboard, Schedule, Timeline, Issues Log, Risk Management Log, Communication Plan and a Change Request Log. • Ensures change requests, risks, issues, or concerns are communicated to the Customer Project Manager and escalated as necessary.
• The UKG Project Manager is the primary contact for the Customer’s deployment project team.

UKG Consultant
• Utilizes their industry experience and domain knowledge to guide and facilitate discussions geared toward delivering a solution that meets the customer’s desired business outcomes. • Makes recommendations based on experience and in conjunction, reviews and considers the business requirements for the project.
• Configures the solution by persona based on customer requirements. • Unit tests the solution and ensures any issues are documented and addressed.

Integration Consultant
• Facilitates discussions to collect interface design requirements. • Configures and tests interfaces.
• Supports questions on function and usage of each.

Cloud Build Manager
• Responsible for the review and first tier technical discussion on Cloud Services purchased and available Cloud offerings.
• Lead customer in discussions, Q&A and where to find supporting documentation on Cloud Services/Offerings

18 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024
• Assist the customer, UKG and Partner implementation teams in understanding and following the standard Cloud implementation processes and procedures
• Align with the customer, UKG and Partner implementation teams to deliver and manage the request of the Cloud Services purchased and other available Cloud offerings selected within timeline and scope of the project
• Aid the customer, UKG and Partner implementation teams in planning the go-live activities to coincide with the Cloud go-live approval and audit requirements • Manage acquiring Cloud subject matter experts/technical resources for technical calls which may be required to support customer technical resources in defining variables of the purchased Cloud Services and available Cloud offerings.

Executive Relationship Manager
• Acts as customer advocate and overall relationship manager for UKG. • Works to ensure the customer has a consistent and satisfying experience with UKG. • Provides a central point of contact for the customer after the project is completed.

Education Consultant / Training Specialist
• Holds the knowledge and certifications to guarantee customers the best learning experience. • Leads attendees through content presentations, guided exercises and individual practice exercises to increase proficiency with the UKG solution.

c. Provide a list of any third-party suppliers that might be utilized during implementation and any third-party terms and conditions that would apply.

UKG offers products facilitated by third-parties to meet the needs of participating public entities. These solutions may have additional terms and conditions, in addition to the UKG Master Services Agreement, and can be found at https://www.ukg.com/services-descriptions and/or attached.

Additional terms and conditions associated with these partners are provided in Appendix 9.

d. Provide detailed information on training capabilities for your offering.

At UKG, we understand that one size doesn't fit all regarding education. That's why we provide customized training to project team members, managers, administrators, and IT staff members. Our blended approach includes self-paced training, webinars, instructor-led training, and a user adoption resource center. We offer individualized, role-based, just-in-time learning to prepare your core project team and increase user acceptance of your new solution. Additionally, we provide instructor-led training, demonstrations, and hands-on education to ensure that your functional and technical team members are fully prepared for deployment and ongoing support of your solution. Our User Adoption Resource Center provides expert answers, coaching, and tools to ensure solution adoption.

19 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024

e. Provide a list of the top software and programs Supplier’s offering can integrate with.

One size does not fit all when it comes to connecting and syncing data across the different solutions you may be using to run your business, regardless of if they’re in the cloud or not. UKG Integration Hub provides you with the flexibility to securely get data wherever it needs to go quickly and easily. We support customers’ needs to use file transfer and/or APIs, when available.

UKG has developed Integrations across 500+ vendors and our integration experience includes vendors such as ADP, Ceridian/Dayforce, CGI, Cigna, Delta Dental, Ellucian Banner, Empower, Fidelity, Great Plains, Lawson, MetLife, Oracle PeopleSoft, SAP, Tyler Technologies, Workday and many more.

f. Provide any multi-factor authentication features, if applicable.

Multi-factor Authentication (MFA) provides added security by requiring users to enter a supplied code to verify that they are who they say they are. The code “validates” the user for a period of time set by the system administrator. When the period expires, the user will be required to re-authenticate. If your agency uses Multi-factor Authentication, there are three methods that can be used to retrieve the code:
• Email - code sent to the user's email address
• SMS - code sent to the user through text message
• Token - code provided by a password authenticator. This method requires users to have an authenticator installed on their device.

UKG products support SAML 2.0 which then allows the client to use their existing Identity Provider (idP) to manage their user accounts and credentials, including the use of multi-factor authentication if enabled in their idP system.

g. Provide a list of Distributors, if applicable.

Not applicable.

h. Detail the process for software migration and the parties that will be involved.

The Launch methodology provides a framework that generally describes how the project will progress from the start to finish. The project team follows this framework to transition the customer’s existing human capital management and workforce management (where applicable) functions from your legacy provider to the Applications. UKG’s deployment methodology includes the following phases:
• Welcome Phase: Preliminary preparation involves four basic elements: UKG's internal orientation meeting, customer preparation, a project team initial kick off meeting and software installation.

20 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024
• Requirements Phase: UKG will perform an analysis by interviewing key people from different functional areas. Information that has been gathered during the analysis process is used to determine the current system set up, the new system definition requirements and allow us to determine the best fit between the customer’s business requirements and the functional capabilities of the UKG products.
• Build Phase: This phase includes configuration, integration, and conversion. • Test Phase: Testing is one of the most critical functions of the Launch process. UKG recommends functional and parallel testing.
• Go-Live Phase: This phase consists of UKG assisting the customer with the first live processing of the functionality that is being implemented. In this phase, the consultant officially transitions the customer’s support to the UKG Product Support Team.

Typically, employee master demographics data is migrated from your legacy system. Depending on the source, we would leverage a data import to import the initial employee information and then automate a recurring import for loading new and changed data from the employee master record in the HR system. A general best practice for historical legacy data is to back up the data to be accessed by third- party reporting tools or keep it available in the current legacy system for access as required. Although it may be possible (each scenario is different), it is not recommended that detailed transactional type historical data be migrated mostly to eliminate the cost of what are usually very complex and expensive integrations.

UKG offers a robust API framework for any data conversion that provides extensibility and simplifies integration with other systems. The architecture allows access to all system resources through REST APIs, managed through a gateway that monitors individual API performance and SLA. Leveraging industry-leading Boomi integration tools, dozens of pre-built connectors are provided for common use cases such as people, payroll, and accruals.

UKG takes a consultative approach when implementing its solutions. A customer can expect the UKG team to offer recommendations based on our experience that are customer and project specific.

Examples may include recommended changes to payroll processes, posting of schedules, managing timecard exceptions, managing time off requests, and overall business process improvement regarding your workforce management and human capital management strategies.

As with any system deployment, we can anticipate operational and organizational change to occur because of your initiatives. Our experience reveals that there are several guiding principles/activities that are crucial to success, due to the challenges associated with bringing together industry best practices, specific user requirements, and software functionality in an agency like yours. The guiding principles/activities that will drive our success include:
• Focusing on outcomes driven by business requirements as opposed to tasks • Identifying and prioritizing processes and associated impacts • Examining processes holistically as well as independently • Understanding the linking of processes, workflows, and various departments

21 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024
• Understanding the role of decision points across processes and departments • Capturing the information as close to the source as possible

i. Detail the process for software upgrades and the parties that will be involved.

Our offering is a multi-tenant SaaS solution. As such, we manage all hardware, software, enhancements, and maintenance to the application code layer. Minor releases are delivered monthly and major releases are delivered quarterly. These releases include new opt-in features and maintenance code.

Each customer is updated concurrently during each release cycle, so every customer remains on the latest software version. Clients are notified of planned enhancements 30 days prior to the release; notifications include links to new features, detailed descriptions, and before-and-after behavior details.

j. Detail what technical support is provided for the life of the product and how service issues will be handled.

Support is included with your purchase of a UKG solution. Support includes 24/7 Mission Critical support for infrastructure outages – if your system is down, we’ll get you back up and running quickly. Support calls are routed through our UKG Customer Relationship team. A call coordinator triages the call and determines the priority based on the issue and your need. Customers registering with their site ID are automatically routed to the support group queue specific to their product. Response times are determined by solution priority level and the call coordinator prioritizes calls based on the UKG solution service level agreement:

Priority Based Support
UKG provides support on a “priority” basis. As such, customers with the most critical request(s) will be serviced first. Below is an example. Please note that target response times will vary depending on the UKG solution:
• Priority Level: High
o Target Response Time: Thirty (30) minutes or immediately via Rapid Response o A critical Customer issue with no available workaround where the Subscription Services cannot be accessed or where the Subscription Services are experiencing significant system degradation, such as:
 Cloud outage
 Unable to sign-off timecards
 Payroll data accuracy or inability to process payroll  Totals are not accurate
 Unable to collect punches from terminals
 Unable to access a critical function within the Subscription Services

22 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024
• Priority Level: Medium
o Target Response Time: One (1) business hour or immediately via Rapid Response o A serious Customer issue which impacts the ability to utilize the Subscription Services effectively, such as:
 Intermittent or inconsistent functionality results or data accuracy (e.g., accrual balances not matching pay codes, but balances are accurate)  Data display inaccuracies or inconsistencies across multiple tasks  Application performance is inconsistent or fluctuates • Priority Level: Low
o Target Response Time: Within two (2) business hours
o Non-critical Customer issues generally entail use and usability issues or how-to questions, such as:
 How do I set up a holiday pay rule?
 How do I run a report?

UKG Service Escalation Guidelines
• Critical Outages: UKG will provide continuous effort on all high-priority events through either bug identification, the development of a workaround, or problem resolution. The case may be passed to the after-hours team if this effort goes beyond normal business hours. On-going continuous attempts may also depend on the customer’s ability to provide a resource to work with UKG during this period.
• Technical Escalation: UKG’s case resolution process is a team-based approach structured around specific features within our solution and staffed by support engineers covering the full spectrum of skill sets and technical expertise. The teams are empowered to dynamically apply the appropriate resources to a case, based on severity and complexity, to ensure the fastest resolution time possible. The teams are also integrated with the Development Engineering and Cloud Operations teams. They engage their assistance and technical guidance when necessary and directly escalate depending on case severity and time to resolve considerations. An Escalation Manager may be assigned as a single point of contact and communication regarding case resolution status, action plan development, resource integration, and implementation coordination for situations that contain multiple cases. The Escalation Manager remains engaged until the problem has been successfully remediated. • Management Escalation: Customers may, at any time, ask to speak to the UKG support manager if they experience dissatisfaction with the level of service received concerning a specific case or service in general. To contact the UKG Customer Relationship manager, please call the UKG Customer Relationship Center and ask to speak to a manager.

23 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024
• Remote Support: A web-based screen-sharing application that enables UKG to support you by empowering our support representatives to view your computer remotely. By connecting remotely, support representatives will work in real-time with your users and quickly escalate to desktop sharing, which features mutual mouse and keyboard control and whiteboard capability.

UKG Community
As a UKG customer, you will have access to the UKG Community where you can connect with UKG customers, partners and product experts to get help, training and share ideas. Discover the tools and resources you need to maximize your UKG solution, and tap into the educational offerings, remote customer support, eCase management, customer forums, documentation, and more that UKG experts support. This is our vibrant platform allowing for seamless and ongoing networking opportunities with peers. Highlighting a few statistics that make this platform standout include:
• Our UKG Community houses over 150,000 members, including over 5,000 UKG Partners • Among a recent quarter, members logged in 308,984 times, accumulated 367.k searches and viewed 2,340,780 pages!
• Community members continue to enthusiastically submit, collaborate, and vote on product enhancement ideas and our product teams continue to work these ideas into our products – testament to our innovative commitments.

Access to the UKG Community includes:
• Support Cases - Creating and managing support cases is easy in the Community through our Cases portal which enables you to quickly send in cases to our support team and get a full view of your cases to easily see cases by your solution ID, status, owner, and more. . • Get Answers - Questions? Community is fully searchable. The global search bar will make appropriate suggestions, helping you optimize your search term and access the best possible answer. Results include Knowledgebase articles, Documentation, Technical Advisories, Service Packs, Discussions, Answers, and more. And if you can’t find your answer, you can always ask a question for others in the Community to answer.
• Learn - Community offers easy access to UKG training, thought leadership newsletters, and expert insight blogs. Community also provides unlimited access to tutorials, how-to’s, live webinars, sandbox environments, and more. The Learn page is also your gateway to HR and Payroll Answerforce™, which can help improve compliance with one-stop information on up-to- date law, regulation, and industry trend summaries powered by Wolters Kluwer. • Discussions - Connect with UKG customers, partners, and product experts in Discussion Groups that are organized by product, industry, or special interest. With thousands of active Community members, there’s always a valuable conversation to jump in on. Join product-specific Alert groups to receive emails about high-priority product issues like Service Pack releases, technical advisories, and more. And staying up to date on your industry is easier than ever when you follow industry news as it develops in industry-specific groups.

24 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024
• Ideas - Have ideas for product or UKG Community improvements? UKG listens to all of our customers. Simply access the Community to add comments to ideas you want to expand on or submit an idea of your own. Search existing Idea posts by product platform and application, and vote ideas up or down so the most popular ones rise to the top.

UKG Aspire Event
Aspire is an annual conference that celebrates UKG's customers. We do this by delivering on their expectations of value, partnership, forming connections, and making memories. Advantages include:
• Easy access to UKG experts for best practice solutions and instant support • Holistic product learning through sessions, roadmap presentations, and demos • Meaningful opportunities for peer-to-peer networking
• Intentional and inspiring thought leadership topics
• Inviting, inclusive, and immersive social experiences

25 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024

5.6 PRICING
Suppliers shall provide a detailed breakdown of the price per user/license for the proposed system(s). a. Provide details of and propose additional discounts for large number of users, minimum user, rebates or additional discounts (if offered).

A sample of UKG software, hardware, and professional services offerings is provided in the attached Price Book. Sample pricing provided is MSRP and is "not to exceed" for net new customers only. Upon award, a comprehensive price book for all readily available products will be provided to OMNIA Partners and the Lead Public Agency. Legacy products and those nearing end of engineering or end of life will not be included but are still available for customers waiting to make the transition to the latest UKG technology.

UKG is proposing a minimum 10 percent discount on most line items greater than $1.00, though restrictions may apply. Additional discounts for volume, active promotions, or incentive programs will be negotiated on an individual basis for each agency and in accordance with current UKG sales policies and procedures, and customer's purchasing policies and procedures.

b. Provide costs for migration.

Customers migrate or upgrade from legacy UKG products on a like-for-like basis plus an applicable multiplier based on complexity of the migration, not to exceed 2x their current subscription cost.

Customers migrating from their legacy third-party systems to UKG systems will follow standard "not to exceed" pricing as detailed in the Order Form and Scope of Work.

c. Provide costs to upgrade software.

Customers migrate or upgrade from legacy UKG products on a like-for-like basis plus an applicable multiplier based on complexity of the migration, not to exceed 2x their current subscription cost.

Customers migrating from their legacy third-party systems to UKG systems will follow standard "not to exceed" pricing as detailed in the Order Form and Scope of Work.

d. Provide any training costs.

UKG will provide Training Services related to a Subscription Service as specified in the Order and in accordance with the applicable Statement of Work or Services Description. Each engagement is scoped by UKG and its partners after a thorough assessment process to truly understand the agency's needs so as to recommend a viable and long-term solution. Rates through this OMNIA Partners agreement are discounted from list price to ensure greater value for the participating public agencies.

26 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024
e. Provide any implementation costs.

UKG will provide Implementation Services related to a Subscription Service as specified in the Order and in accordance with the applicable Statement of Work or Services Description. Each engagement is scoped by UKG and its partners after a thorough assessment process to truly understand the agency's needs so as to recommend a viable and long-term solution. Rates through this OMNIA Partners agreement are discounted from list price to ensure greater value for the participating public agencies.

f. Provide payment methods and terms.

UKG understands the flexibility required by participating public agencies in accordance with procurement rules and policies. UKG conducts a thorough needs assessment with every agency to understand their fiscal policies and budget cycles and presents tailored payment methods and terms for every order. Details include currency, term, uplift percentage, shipping terms, ship method, freight term, renewal term, and payment terms (e.g. Net 30 days)

g. Provide any technical support fees.

Technical support fees are generally included in the UKG subscription cost as outlined in the UKG SaaS Support Policies and Services at https://www.ukg.com/saas-support-policies-and-services . Additional technical support options may be available for purchase depending on the criticality of the participating public agency’s needs, as determined in the thorough needs assessment and throughout the lifecycle of the agency’s term.

h. Indicate if payment will be accepted via credit card. If so, may credit card payment(s) be made online? Also state the Convenience fee, if allowable, per the Visa Operating Regulations.

Not applicable.

27 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024
Price Book

Product Name
UKG Pro Pay and People Center
HR Only Employees
Global Employees
UKG Pro Limited Access (fka Terminated Web Employees)
UKG Pro Talent Acquisition
UKG Pro Recruiting
UKG Pro Onboarding
UKG Pro Candidate Texting
UKG Pro Performance and Coaching
UKG Pro Performance Reviews
UKG Pro Succession
UKG Pro Coaching and Development
UKG Pro Career Designer
UKG Pro Compensation
UKG Pro Learning
External Learners in UKG Pro Learning (fka UltiPro Learning) UKG Pro Employee Voice
UKG Pro Benefits Administration
UKG Pro Benefits Hub
UKG Pro Document Manager
UKG Pro People Assist
UKG Pro Talk
UKG Great Place To Work Hub
UKG Pro Employee Pay
Interface Files
BI Reports
UKG Pro Employee Pay
(fka UltiPro Employee Pay)
UKG Pro Check Printing
(fka UltiPro Check Printing Services)
Year End Tax Forms (W2, 1099, T4, RL-1, 1095)
UKG Pro Communications Broadcast-Text Notifications (fka UltiPro Community Broadcast – Text Notifications)
UKG Pro HCM NPRD (add-on)
US Customers Adding Canadian Employees AFTER the initial sale UKG Pro Workforce Management (Hourly)
UKG Pro Workforce Management (Salaried)
UKG Pro Scheduling
UKG Pro Advanced Scheduling

UKG Pro Forecasting
UKG Pro Rotation Schedule
UKG Pro Workforce Management Analytics
UKG Pro Workforce Management Healthcare Productivity
UKG Pro People Analytics with Pro WFM Data
UKG Pro People Analytics with Pro WFM Data Premium
UKG Pro People Analytics with Pro WFM Data Enterprise
UKG Pro Workforce Management Data Hub Enterprise
UKG Pro Workforce Management Data Hub Premium
UKG Pro Accruals
UKG Pro Leave (includes Accurals)
UKG Pro Attendance
UKG Pro Absence (Includes Attendance, Leave, and
Accruals)
UKG Pro Activities
UKG Pro Gaming
UKG Pro WFM Talk
UKG Pro WFM PointClickCare Census Import
UKG Pro Auctions
UKG Pro Strategic Workforce Planning
UKG Dimensions Additional Non-Production Environments
UKG Dimensions Additional SFTP
(2 included at no additional charge)
UKG Dimensions Additional VPN
(2 included at no additional charge)
UKG Dimensions Microsoft Outlook Integration (fka Workforce Dimensions Microsoft Outlook Plug-In)
UKG Dimensions Google Integration (fka Workforce Dimensions Add- In Google Sheets and Calendar)
UKG One View Connect
UKG One View Managed Services
UKG One View Managed SaaS Fee
UKG One View Payments

UKG Pro Workforce Management (WFM) (Formally UKG Dimensions) Cloud Only - PEPM
Description
Core Products

UKG PRO TIMEKEEPING HOURLY

UKG PRO TIMEKEEPING SALARIED
Activities
UKG PRO ACTIVITIES (Formerly Work)
Absence Management Products

UKG PRO ACCRUALS
UKG PRO LEAVE (Includes Accruals)
UKG PRO ABSENCE (Includes Attendance, Leave and Accruals) Gaming

UKG PRO GAMING
Talk

UKG PRO WFM TALK
Auctions

UKG PRO AUCTIONS
Strategic Workforce Planning

UKG PRO STRATEGIC WORKFORCE PLANNING
Scheduling Products

UKG PRO SCHEDULING
UKG PRO ADVANCED SCHEDULING (includes UKG Pro Scheduling) UKG PRO FORECASTING (Includes UKG Pro Advanced Scheduling) (Formerly called: Optimized Scheduling With Forecasting)

UKG PRO ROTATION SCHEDULE

UKG PRO WFM POINTCLICKCARE CENSUS IMPORT
US and Canada only, no Seasonal
Requires: UKG PRO ADVANCED SCHEDULING
or
UKG PRO FORECASTING (Includes UKG Pro Advanced Scheduling) Count must match

UKG PRO WORKFORCE MANAGEMENT SFTP LICENSE

UKG PRO WORKFORCE MANAGEMENT ADDITIONAL VPN

UKG DIMENSIONS TAX FILING BY BSI
Equal to or less than, 1000 Employees (Base)
1001 to 2000 Employees
2001+ Employees

UKG DIMENSIONS GOOGLE FOR WORK SETUP FEE
UKG DIMENSIONS PAYROLL SERVICES ADDITIONAL EIN'S(For each EINs greater than 2) UKG DIMENSIONS PAYROLL SERVICES ONE TIME SETUP FEE (Includes 2 EINs) Success Offerings
Offering

ESSENTIALS

TECHNICAL ACCOUNT MANAGER (TAM)

ENHANCED CUSTOMER SUCCESS PLAN

TECHNICAL ACCOUNT MANAGER (TAM)

UKG Ready Software
Table of Contents
Description
UKG Ready Time
UKG READY TIME (Formerly Worforce Ready Time Keeping)
UKG Ready Accruals Manager

UKG READY ACCRUALS MANAGER
UKG Ready HR

UKG READY HR
UKG Ready Payroll

UKG READY PAYROLL
UKG Ready Payroll Canada

UKG READY PAYROLL CANADA
UKG Ready Payroll Services

UKG READY PAYROLL SERVICES
UKG Ready Payroll Services With Smartcheck

UKG READY PAYROLL SERVICES WITH SMARTCHECK
UKG Ready Payroll by Payroll Metrics

UKG READY PAYROLL BY PAYROLL METRICS

UKG READY STP GATEWAY ASSIST BY PAYROLL METRICS

UKG READY DEDUCTION MANAGEMENT GATEWAY ASSIST BY PAYROLL METRICS

UKG READY EFT GATEWAY ASSIST BY PAYROLL METRICS
UKG READY PAYROLL BY PAYROLL METRICS - TRAINING (Flat Fee) UKG READY PAYROLL BY PAYROLL METRICS - ADDITIONAL REMOTE SERVICES (per hour) UKG READY PAYROLL BY PAYROLL METRICS ONE TIME SETUP FEE (Tiered Pricing)

UKG Ready ACA Manager

UKG READY ACA MANAGER
UKG Ready Tax Filing by BSI

UKG READY TAX FILING BY BSI
UKG Ready Leave

UKG READY LEAVE
UKG Ready Compensation

UKG READY COMPENSATION
UKG Ready Scheduler

UKG READY SCHEDULER

UKG Telestaff IVR
Description
UKG Telestaff IVR Service

UKG TELESTAFF IVR SERVICE
UKG Telestaff IVR License Per Port

UKG TELESTAFF IVR LICENSE PER PORT

TSG Solution Services
TSG Technical Services

SINGLE TERM TEMPLATE: This Order Form states the Monthly Dedicated Services for [Enter # of Months] months of [Enter QTY and Professional Services Role] dedicated professional services. Monthly Dedicated Services means those dedicated services ordered by Customer on a monthly basis for an established fixed fee regardless of the number of hours used in the month but in no event to exceed 40 hours per week. Normal business hours (8 a.m. - 5 p.m.), Monday to Friday, excluding any Customer approved time (i.e., Customer holidays). At the end of the month in which dedicated professional services were provided to Customer, Kronos will invoice Customer the amount identified herein for the month in which the dedicated professional services were provided.

TWO TERM TEMPLATE: This Order Form states the Monthly Dedicated Services for [Enter # of Months] months of [Enter QTY and Professional Services Role] dedicated professional services and [Enter # of Months] months of [Enter QTY and Professional Services Role] dedicated professional services. Monthly Dedicated Services means those dedicated services ordered by Customer on a monthly basis for an established fixed fee regardless of the number of hours used in the month but in no event to exceed 40 hours per week. Normal business hours (8 a.m. - 5 p.m.), Monday to Friday, excluding any Customer approved time (i.e., Customer holidays). At the end of the month in which dedicated professional services were provided to Customer, Kronos will invoice Customer the amount identified herein for the month in which the dedicated professional services were provided.

28 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024

5.7 VALUE ADD
Provide any value-added services or offerings.

The UKG Marketplace is a digital catalog of vetted Technology and Services partners that extend the value of UKG products through seamless API integrations and contracted implementation and consulting services. UKG Marketplace provides built-in features and functionality to ensure you find partner integrations and services that complement the UKG products you use today, generate greater return on investment (ROI), and increase your team’s productivity. https://marketplace.ukg.com/en-US/home More than a simple tool to learn more about our partner ecosystem, the UKG Marketplace provides built-in features and functionality to ensure you find partner integrations and services that complement the UKG products you use today, generate greater return on investment (ROI), and increase your team’s productivity.

Explore, select, and connect with right-fit partners and solutions to extend the value of UKG products.

Browse and filter through all our solutions using the “All Products” drop-down on the navigation bar at the top of the main page, learn more about partners on their specific listing page, and start a conversation through the “Learn More” or “Contact Us” buttons on those partners’ pages. • Technology Partners deliver advanced features and functionality to UKG® solutions through seamless API integrations that automate processes, reduce manual errors, and offer innovative capabilities.
• Services Partners specialize in consulting and implementation, helping drive successful business outcomes before, during, and after go-live date.

29 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024

30 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024

5.8 FINANCIAL STATEMENTS
Proposers shall submit a recent history of financial solvency and provide the following:
a. Financial Statement: Include the most recent, independently certified financial statement. Financial statements must include a balance sheet and income statement.

In support of our proposal, UKG has submitted our latest Audited Financial Statements under separate cover in a sealed envelope. These statements are tagged as "Confidential." Our financial books and record are audited by Ernst & Young, with quarterly reviews and annual audits to assure compliance with US Generally Accepted Accounting Principles. We have received a clean opinion from our auditors for our most recently annual financial results.

b. Name and address of firm preparing the attached financial statement including a letter stating the independent audit or review has been performed by the firm.

Our financial books and record are audited by Ernst & Young, with quarterly reviews and annual audits to assure compliance with US Generally Accepted Accounting Principles. We have received a clean opinion from our auditors for our most recently annual financial results.

In support of our proposal, UKG has submitted our latest Audited Financial Statements under separate cover in a sealed envelope; that includes auditor notes for review. These statements are tagged as "Confidential."

c. State whether the Proposer has ever had a bankruptcy petition filed in its name, voluntarily or involuntarily. If yes, specify all relevant details.

No

31 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024

5.9 NATIONAL CONTRACT
a. Include a detailed response to Attachment A, Exhibit A, OMNIA Partners Response for National Cooperative Contract. Responses shall highlight experience, demonstrate a strong national presence, describe how Supplier will educate its national sales force about the contract, describe how products and services will be distributed nationwide, include a plan for marketing the products and services nationwide, and describe how volume will be tracked and report to OMNIA Partners.

Experience
In March 2014, Kronos Incorporated entered into its first cooperative contracting agreement for Workforce Management Solutions Systems with its lead agency, Harford County Public Schools and at the time, US Communities. In 2018, Cobb County became the lead agency and Kronos Incorporated and its affiliate, Kronos SaaShr, Inc., were awarded for Workforce Management Systems with the final option year expiring in 2025.

Much has changed over ten years: US Communities is now OMNIA Partners. Kronos is now the Ultimate Kronos Group (UKG) and expanded its capabilities and offerings for workforce management (WFM) and human capital management (HCM). Throughout these changes, a dedicated national account manager has overseen the program to ensure continuous growth and improvement in cooperative contracting.

In 2024 UKG received The Bronze Partnership Excellence Award from OMNIA Partners for its steadfast commitment to the partnership.

Strong national presence
UKG is a leading provider of HR, payroll, and workforce management solutions for all people. We are the only enterprise vendor ranked as a leader by all major analysts and peer review sites and have been recognized around the world for our workplace culture, innovative practices, and commitment to customer success. Current awards include:

UKG Public Sector provides its solutions to more than 3000 agencies in federal government, state government, city and county government, public safety (police/fire/corrections), K-12 school districts, higher education institutions, special districts, and nonprofit organizations.

32 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024
Education and training
UKG maintains a team of subject matter experts each with decades of experience in government procurement, contracting, budgeting, payroll, and human resources. This team is responsible for the success of the UKG’s Government Contracts Portfolio and facilitates new and existing employee training programs. A dedicated subject matter expert is the OMNIA Partners National Account Manager and oversees all operations and training for the sales force and its supporting cross-functional units. He is supported by multiple cross-functional teams in Sales Operations, Order Management, Legal Counsel, Renewals, Contracts, Accounting, and Global Alliances; all with deep understanding of cooperative contracting and OMNIA Partners.

UKG’s Public Sector sales force is well-tenured, many of them with 20+ years of seniority. All are familiar with OMNIA Partners, the contracts that UKG holds, and have unlimited access to personnel, resources, and training programs to increase utilization of the OMNIA Partners contract.

Additional training for freshman sales executives will be provided using the UKG OMNIA Partners Connect portal, its available training materials, and first-hand ‘Lessons Learned’ UKG curriculum developed after holding successful contracts for more than ten years. Staff will also be alerted to the webinars hosted by OMNIA Partners and the OMNIA Partners Connections regional events.

Marketing
Marketing UKG products and services alongside the purchasing power of OMNIA Partners is an ongoing and important initiative at UKG. UKG and OMNIA Partners teams meet regularly to discuss business advancement and marketing initiatives that include microsite promotion, white papers, customer success stories, and social media.

UKG participates alongside OMNIA Partners at regional and national tradeshows for organizations such as the National Institute of Government Procurement (NIGP), Society for Human Resource Management (SHRM), National Association of College and University Business (NACUBO), and Association of School Business Officials (ASBO).

Tracking
All Orders pursuant to one of UKG’s OMNIA Partners contracts are tracked inside UKG’s Salesforce environment. At the conclusion of each month, revenue reports are generated on these tracked customers and audited by support teams in Sales Operation, Finance, and Business Strategy before reporting to OMNIA Partners. The National Account Manager maintains the master account record of all contract revenue and analyzes the data to identify trends and develop ongoing business advancement strategy. These trends are discussed and strategized monthly via remote sessions and in person with key OMNIA Partners personnel at their corporate headquarters in Franklin, Tennessee at least quarterly.

Distribution
UKG is a global provider of SaaS solutions deployed in the Google Cloud Platform (GCP) with multiple audits, certifications, and controls in place to ensure the highest level of availability to its customers.

Professional services are determined via an individual scope of work with options for remote or customer-site implementation and training either direct through UKG resources or through certified professional services partners.

33 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024
b. The successful Supplier will be required to sign Attachment A, Exhibit B, OMNIA Partners Administration Agreement, Suppliers shall have any reviews required to sign the document prior to submitting a response. Supplier’s response shall include any proposed exceptions to the OMNIA Partners Administration Agreement.

Please refer to the redlined Attachment A, Exhibit B, OMNIA Partners Administration Agreement on the following pages.

34 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024
APPENDIX 1 – PROPOSAL SUBMITTAL FORM

35 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024

36 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024
APPENDIX 2 – REQUEST FOR PROPOSALS FORM

38 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024
APPENDIX 3 - CONTRACTOR AFFIDAVIT & AGREEMENT (EXHIBIT A)

40 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024
APPENDIX 4 – EXHIBIT A: RESPONSE FOR NATIONAL CONTRACT
See redlined document on the following pages.

29 These requirements are incorporated into and are considered an integral part of this RFP. OMNIA Partners reserves the right to determine whether to make the Master Agreement awarded by the Principal Procurement Agency available to Participating Public Agencies, in its sole and absolute discretion, and any party submitting a response to this RFP acknowledges that any award by the Principal Procurement Agency does not obligate OMNIA Partners to make the Master Agreement available to Participating Procurement Agencies.

1.2 Marketing, Sales and Administrative Support
During the term of the Master Agreement OMNIA Partners intends to provide marketing, sales, partnership development and administrative support for Supplier pursuant to this section that directly promotes the Supplier’s products and services to Participating Public Agencies through multiple channels, each designed to promote specific products and services to Public Agencies on a national basis.

OMNIA Partners will assign the Supplier a Director of Partner Development who will serve as the main point of contact for the Supplier and will be responsible for managing the overall relationship between the Supplier and OMNIA Partners. The Director of Partner Development will work with the Supplier to develop a comprehensive strategy to promote the Master Agreement and will connect the Supplier with appropriate stakeholders within OMNIA Partners including, Sales, Marketing, Contracting, Training, and Operations & Support.

The OMNIA Partners marketing team will work in conjunction with Supplier to promote the Master Agreement to both existing Participating Public Agencies and prospective Public Agencies through channels that may include:

A. Marketing collateral (print, electronic, email, presentations) B. Website
C. Trade shows/conferences/meetings
D. Advertising
E. Social Media

The OMNIA Partners sales teams will work in conjunction with Supplier to promote the Master Agreement to both existing Participating Public Agencies and prospective Public Agencies through initiatives that may include:

A. Individual sales calls
B. Joint sales calls
C. Communications/customer service
D. Training sessions for Public Agency teams
E. Training sessions for Supplier teams

31 governing law, invoice requirements, order requirements, specialized delivery, diversity requirements such as minority and woman owned businesses, historically underutilized business, etc.) (“Supplemental Agreement”). It shall be the responsibility of the Supplier to comply, when applicable, with the prevailing wage legislation in effect in the jurisdiction of the Participating Agency. It shall further be the responsibility of the Supplier to monitor the prevailing wage rates as established by the appropriate department of labor for any increase in rates during the term of the Master Agreement and adjust wage rates accordingly. In instances where supplemental terms and conditions create additional risk and cost for Supplier, Supplier and Participating Public Agency may negotiate additional pricing above and beyond the stated contract not-to-exceed pricing so long as the added price is commensurate with Any supplemental agreement developed
as a result of the Master Agreement is exclusively between the Participating Agency and the Supplier (Contract Sales are reported to OMNIA Partners).

All signed Supplemental Agreements and purchase orders issued and accepted by the Supplier may survive expiration or termination of the Master Agreement. Participating Agencies’ purchase orders may exceed the term of the Master Agreement if the purchase order is issued prior to the expiration of the Master Agreement. Supplier is responsible for reporting all sales and paying the applicable Administrative Fee for sales that use the Master Agreement as the basis for the purchase order, even though Master Agreement may have expired.

1.5 Objectives of Cooperative Program

This RFP is intended to achieve the following objectives regarding availability through OMNIA Partners’ cooperative program:

A. Provide a comprehensive competitively solicited and awarded national agreement offering the Products covered by this solicitation to Participating Public Agencies; B. Establish the Master Agreement as the one of Supplier’s primary go to market strategy to Public Agencies nationwide;
C. Achieve cost savings for Supplier and Public Agencies through a single solicitation process that will reduce the Supplier’s need to respond to multiple solicitations and Public Agencies need to conduct their own solicitation process; D. Combine the aggregate purchasing volumes of Participating Public Agencies to achieve cost effective pricing.

2.0 REPRESENTATIONS AND COVENANTS

As a condition to Supplier entering into the Master Agreement, which would be available to all Public Agencies, Supplier must make certain representations, warranties and covenants to both the Principal Procurement Agency and OMNIA Partners designed to ensure the success of the Master Agreement for all Participating Public Agencies as well as the Supplier.

2.1 Corporate Commitment

Supplier commits that (1) the Master Agreement has received all necessary corporate authorizations and support of the Supplier’s executive management, (2) the Master the additional cost incurred by the Supplier.

32 Agreement is one of Supplier's primary “go to market” strategy for Public Agencies, (3) the Master Agreement will be promoted to all Public Agencies, including any existing customers, and Supplier will transition existing customers, upon their request, to the Master Agreement, and (4) that the Supplier has read and agrees to the terms and conditions of the Administration Agreement with OMNIA Partners and will execute such agreement concurrent with and as a condition of its execution of the Master Agreement with the Principal Procurement Agency. Supplier will identify an executive corporate sponsor and a separate national account manager within the RFP response that will be responsible for the overall management of the Master Agreement.

2.2 Pricing Commitment

Supplier commits to the not-to-exceed pricing provided under the Master Agreement pricing is its lowest available (net to buyer) to Public Agencies nationwide and further commits that if a Participating Public Agency is eligible for lower pricing through a national, state, regional or local or cooperative contract, the Supplier will match such lower pricing to that Participating Public Agency under the Master Agreement.

2.3 Sales Commitment

Supplier commits to aggressively market the Master Agreement as one of its go to market strategy in this defined sector and that its sales force will be trained, engaged and committed to offering the Master Agreement to Public Agencies through OMNIA Partners nationwide. Supplier commits that all Master Agreement sales will be accurately and timely reported to OMNIA Partners in accordance with the OMNIA Partners Administration Agreement. Supplier also commits its sales force will be compensated, including sales incentives, for sales to Public Agencies under the Master Agreement in a consistent or better manner compared to sales to Public Agencies if the Supplier were not awarded the Master Agreement.

3.0 SUPPLIER RESPONSE

Supplier must supply the following information for the Principal Procurement Agency to determine Supplier’s qualifications to extend the resulting Master Agreement to Participating Public Agencies through OMNIA Partners.

3.1 Company

A. Brief history and description of Supplier to include experience providing similar products and services.

B. Total number and location of salespersons employed by Supplier.

C. Number and location of support centers (if applicable) and location of corporate office.

D. Annual sales for the three previous fiscal years.
a. Submit FEIN and Dunn & Bradstreet report.

E. Describe any green or environmental initiatives or policies.

33 F. Describe any diversity programs or partners supplier does business with and how Participating Agencies may use diverse partners through the Master Agreement.

Indicate how, if at all, pricing changes when using the diversity program. If there are any diversity programs, provide a list of diversity alliances and a copy of their certifications.

G. Indicate if supplier holds any of the below certifications in any classified areas and include proof of such certification in the response:
a. Minority Women Business Enterprise
Yes No
If yes, list certifying agency:
b. Small Business Enterprise (SBE) or Disadvantaged Business Enterprise (DBE)
Yes No
If yes, list certifying agency:
c. Historically Underutilized Business (HUB)
Yes No
If yes, list certifying agency:
d. Historically Underutilized Business Zone Enterprise (HUBZone) Yes No
If yes, list certifying agency:
e. Other recognized diversity certificate holder
Yes No
If yes, list certifying agency:

H. List any relationships with subcontractors or affiliates intended to be used when providing services and identify if subcontractors meet minority-owned standards.

If any, list which certifications subcontractors hold and certifying agency.

I. Describe how supplier differentiates itself from its competitors.

J. Describe any present or past litigation, bankruptcy or reorganization involving supplier.

K. Felony Conviction Notice: Indicate if the supplier:
a. is a publicly held corporation and this reporting requirement is not applicable;
b. is not owned or operated by anyone who has been convicted of a felony; or c. is owned or operated by and individual(s) who has been convicted of a felony and provide the names and convictions.

L. Describe any debarment or suspension actions taken against supplier

34 website and why those portions should not be available. diligence.
its website so Participating Public Agencies may easily conduct their due

3.2 Distribution, Logistics

A. Each offeror awarded an item under this solicitation may offer their complete product and service offering/a balance of line. Describe the full line of products and services offered by supplier.

B. Describe how supplier proposes to distribute the products/service nationwide.

Include any states where products and services will not be offered under the Master Agreement, including U.S. Territories and Outlying Areas.

C. Describe how Participating Agencies are ensured they will receive the Master Agreement pricing; include all distribution channels such as direct ordering, retail or in-store locations, through distributors, etc. Describe how Participating Agencies verify and audit pricing to ensure its compliance with the Master Agreement.

D. Identify all other companies that will be involved in processing, handling or shipping the products/service to the end user.

E. Provide the number, size and location of Supplier’s distribution facilities, warehouses and retail network as applicable.

3.3 Marketing and Sales

A. Given the public nature of the solicitation and contract, OMNIA Partners makes solicitation and contract documentation, including pricing documents, available on

Describe any portions of the response that should not be available on the

B. Provide a detailed ninety-day plan beginning from award date of the Master Agreement describing the strategy to immediately implement the Master Agreement as one of supplier’s primary go to market strategy for Public Agencies to supplier’s teams nationwide, to include, but not limited to:

i. Executive leadership endorsement and sponsorship of the award as the public sector go-to-market strategy within first 10 days ii. Training and education of Supplier’s national sales force with participation from the Supplier’s executive leadership, along with the OMNIA Partners team within first 90 days

C. Provide a detailed ninety-day plan beginning from award date of the Master Agreement describing the strategy to market the Master Agreement to current Participating Public Agencies, existing Public Agency customers of Supplier, as well as to prospective Public Agencies nationwide immediately upon award, to include, but not limited to:
i. Creation and distribution of a co-branded press release to trade publications

35 ii. Announcement, Master Agreement details and contact information published on the Supplier’s website within first 90 days iii. Design, publication and distribution of co-branded marketing materials within first 90 days
iv. Commitment to attendance and participation with OMNIA Partners at national (i.e., NIGP Annual Forum, NPI Conference, etc.), regional (i.e., Regional NIGP Chapter Meetings, Regional Cooperative Summits, etc.) and supplier-specific trade shows, conferences and meetings throughout

v. Commitment to attend, exhibit and participate at the NIGP Annual Forum in an area reserved by OMNIA Partners for partner suppliers. Booth space will be purchased and staffed by Supplier. In addition, Supplier commits to provide reasonable assistance to the overall promotion and marketing efforts for the NIGP Annual Forum, as directed by OMNIA Partners. vi. Design and publication of national and regional advertising in trade publications throughout the term of the Master Agreement vii. Ongoing marketing and promotion of the Master Agreement throughout its term (case studies, collateral pieces, presentations, promotions, etc.) viii. Dedicated OMNIA Partners internet web-based homepage on Supplier’s

 OMNIA Partners standard logo;
 Copy of original Request for Proposal;
 Copy of Master Agreement and amendments between Principal Procurement Agency and Supplier;
 Summary of Products and pricing;
 Marketing Materials
 Electronic link to OMNIA Partners’ website including the online registration page;
 A dedicated toll-free number and email address for OMNIA Partners
D. Describe how Supplier will transition any existing Public Agency customers’ accounts to the Master Agreement available nationally through OMNIA Partners.

Include a list of current cooperative contracts (regional and national) Supplier holds and describe how the Master Agreement will be positioned among the other

E. Acknowledge Supplier agrees to provide its logo(s) to OMNIA Partners and agrees to provide permission for reproduction of such logo in marketing communications and promotions subject to Supplier’s policies regarding use of such logo.

Acknowledge that use of OMNIA Partners logo will require permission for reproduction, as well.

F. Confirm Supplier will be proactive in direct sales of Supplier’s goods and services cooperative agreements.
website with:
the term of the Master Agreement

37 order management through receipt of payment, including description of multiple platforms that may be used for any of these functions.

M. Provide the Contract Sales (as defined in Section 12 of the OMNIA Partners Administration Agreement) that Supplier will guarantee each year under the Master Agreement for the initial three years of the Master Agreement (“Guaranteed Contract Sales”).

$ .00 in year one
$ .00 in year two
$ .00 in year three
To the extent Supplier guarantees minimum Contract Sales, the Administrative Fee shall be calculated based on the greater of the actual Contract Sales and

N. Even though it is anticipated many Public Agencies will be able to utilize the Master Agreement without further formal solicitation, there may be circumstances where Public Agencies will issue their own solicitations. The following options are available when responding to a solicitation for Products covered under the Master Agreement.

i. Respond with Master Agreement pricing (Contract Sales reported to

ii. If competitive conditions require pricing lower than the standard Master Agreement not-to-exceed pricing, Supplier may respond with lower pricing through the Master Agreement. If Supplier is awarded the contract, the sales are reported as Contract Sales to OMNIA Partners under the Master Agreement.
iii. Respond with pricing higher than Master Agreement only in the unlikely event that the Public Agency refuses to utilize Master Agreement (Contract Sales are not reported to OMNIA Partners). iv. If alternative or multiple proposals are permitted, respond with pricing higher than Master Agreement, and include Master Agreement as the alternate or additional proposal.
v. Detail Supplier’s strategies under these options when responding to a solicitation.

OMNIA Partners).
the Guaranteed Contract Sales.

41 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024
Exhibit A: Section 3.0 Supplier Response
Supplier must supply the following information for the Principal Procurement Agency to determine Supplier’s qualifications to extend the resulting Master Agreement to Participating Public Agencies through OMNIA Partners.
----SECTION 3.1 COMPANY----
A. Brief history and description of Supplier to include experience providing similar products and services.

In February 2020, Kronos Incorporated and Ultimate Software announced a definitive merger agreement to unite two industry leaders to form one of the world’s largest cloud companies: UKG.

UKG's extensive experience in providing workforce management (WFM) and human capital management (HCM) solutions to the public sector is marked by continuous innovation, a deep understanding of public sector challenges, and a commitment to delivering tailored solutions that drive efficiency and employee engagement.

Through its comprehensive suite of products and ongoing support, UKG helps public sector agencies optimize their workforce operations and achieve their mission of serving the public effectively.

Below is a point-by-point macro view of how public sector agencies benefit from UKG solutions and services:

Operational Efficiency
• Streamlined Processes: UKG solutions have automated many manual and time-consuming processes such as timekeeping, scheduling, and payroll. This automation reduces administrative burdens and allows staff to focus on more strategic tasks. • Real-Time Data and Analytics: With real-time data and advanced analytics, public sector agencies can make informed decisions quickly. This capability helps in optimizing workforce deployment, managing overtime, and ensuring that resources are allocated efficiently. • Integrated Systems: The integration of WFM and HCM systems into a single platform reduces data silos and ensures seamless information flow across departments. This integration enhances coordination and improves overall operational efficiency.

Compliance and Risk Management
• Regulatory Compliance: UKG solutions help public sector agencies stay compliant with various labor laws and regulations. Automated compliance tracking and reporting features ensure that agencies adhere to federal, state, and local labor laws, reducing the risk of non-compliance penalties.
• Audit Readiness: The robust reporting and documentation capabilities of UKG solutions make it easier for agencies to prepare for audits. Comprehensive audit trails and detailed reports provide transparency and accountability.

42 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024
Employee Engagement and Satisfaction
• Self-Service Portals: UKG’s self-service portals empower employees by giving them easy access to their schedules, pay information, and benefits. This transparency and accessibility enhance employee satisfaction and engagement.
• Professional Development: HCM solutions from UKG include tools for performance management, training, and career development. These tools help public sector agencies invest in their employees' growth, leading to higher retention rates and a more skilled workforce. • Work-Life Balance: Advanced scheduling features allow for more flexible work arrangements, helping employees achieve a better work-life balance. This flexibility is particularly beneficial in sectors like healthcare and public safety, where shift work is common.

Cost Savings
• Labor Cost Management: By optimizing scheduling and reducing overtime, UKG solutions help public sector agencies manage labor costs more effectively. Real-time labor analytics provide insights into cost drivers and help in making budget-conscious decisions. • Reduced Administrative Costs: Automation of HR and payroll processes reduces the need for extensive administrative staff, leading to significant cost savings. The reduction in errors and rework also contributes to lower operational costs.
• Resource Optimization: Efficient workforce management ensures that the right number of staff is deployed at the right time, minimizing idle time and maximizing productivity.

Enhanced Service Delivery
• Improved Citizen Services: With a more efficient and engaged workforce, public sector agencies can deliver better services to citizens. Faster response times, improved service quality, and higher employee morale contribute to enhanced public satisfaction. • Scalability and Flexibility: UKG’s cloud-based solutions offer scalability and flexibility, allowing public sector agencies to adapt to changing needs and demands. This adaptability is crucial for handling emergencies, seasonal variations, and long-term strategic planning.

UKG’s WFM and HCM solutions have provided substantial benefits to public sector agencies by enhancing operational efficiency, ensuring compliance, boosting employee engagement, achieving cost savings, and improving service delivery. These macro-level successes demonstrate the transformative impact of UKG solutions on public sector workforce management and human capital development.

B. Total number and location of salespersons employed by Supplier.

UKG employs approximately 14,000 employees worldwide. In North America, UKG employs approximately 100 public sector-focused employees in Sales and Sales Support.

43 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024
C. Number and location of support centers (if applicable) and location of corporate office.

UKG has two headquarters: Lowell, MA and Weston, FL. The UKG Customer Relationship Center is located at our Lowell, MA headquarters. We have support services groups around the world and provide local language support from these groups. Below is a listing of our offices and support centers:
• North America
o Lowell, MA, USA
o Weston, FL, USA
o Chicago, IL, USA
o Indianapolis, IN, USA
o New York, NY, USA
o Atlanta, GA, USA
o Toronto, Ontario, Canada
o Montreal, Quebec, Canada
o Kelowna, BC, Canada
• Latin America
o Miguel Hidalgo, Mexico
• EMEA
o Bracknell, UK
o London, UK
o Utrecht, Netherlands
o Amsterdam, Netherlands
o Paris, France
o Munich, Germany
o Stuttgart, Germany
o Madrid, Spain
• ASIAPAC
o Macquarie Park, Australia
o Bangalore, India
o Singapore

For more information about our office locations, please visit UKG.com/contact.

44 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024
D. Annual sales for the three previous fiscal years.

For details on UKG's financial strength FY2023 annual sales, please refer to the UKG Confidential Audited Financial package provided with this proposal. As a private company, UKG does not release annual sales numbers in public RFP proposals. We can provide details of our annual sales further in procurement process should UKG be down selected.

D(a) Submit FEIN and Dunn & Bradstreet report.

FEIN
• UKG Kronos Systems LLC FEIN: 04-2640942
Dunn & Bradstreet Report
• UKG Kronos Systems LLC D&B Number: 09-427-3653. UKG cannot distribute its Dun & Bradstreet report as it would violate our agreement with Dun & Bradstreet. You can obtain a credit report for UKG from their website: www.dnb.com .

E. Describe any green or environmental initiatives or policies.

The UKG Global Environmental Policy outlines the key environmental principles and requirements that support UKG’s approach to environmental management. These principles and requirements apply when dealing with environmental matters for business reasons and are in addition to those found in the UKG ESG Policy, Code of Conduct, Third Party Code of Conduct, Human Rights Policy, Global Cleaning Policy, and other UKG policies. UKG with the cooperation of its employees, contractors, and suppliers, is committed to environmental management.

F. Describe any diversity programs or partners supplier does business with and how Participating Agencies may use diverse partners through the Master Agreement. Indicate how, if at all, pricing changes when using the diversity program. If there are any diversity programs, provide a list of diversity alliances and a copy of their certifications.

UKG Supplier Diversity Program
UKG is committed to fostering an inclusive and diverse supply chain through its Supplier Diversity Program. This initiative aims to create opportunities for businesses owned by minorities, women, veterans, LGBTQ+ individuals, and other underrepresented groups. By actively seeking and engaging with diverse suppliers, UKG not only promotes economic growth within these communities but also enhances the innovation and competitiveness of its supply chain. The program is designed to ensure that diverse suppliers have equitable access to procurement opportunities, thereby contributing to a more inclusive economy.

In regard to Tier 1 and Tier 2 spending, currently UKG tracks both Tier I and II diverse spending. Please note that currently Tier II spend is only captured at a macro level. Presently, we utilize a third-party tool named supplier.IO to assist us with the tracking of UKG’s Tier II supplier spend at a macro level. Diverse

45 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024
spend includes businesses that are owned 51% or more owned by minority, women, small (women owned small business, HUBZone, veteran, service-disabled veteran and small disadvantage businesses), LGBTE, and large veteran owned businesses are all tracked through the diverse spend process. Certification from one or more of the following is required:  the National Minority Supplier Development Council (NMSDC), Women Business Enterprise National Council (WBENC), National Gay Lesbian Chamber of Commerce (NGLCC), National Veterans Business Development Council (NVBDC) and self-certification through the Small Business Administration.

UKG is also a member of the Greater New England Minority Supplier Development Council.

UKG Global Alliances and Government Business Strategist teams actively support partnership from the various Diversity Programs & Alliances mentioned below. Our network consists of technology partners and services partners specializing in various aspects of HCM and WFM. There are no pricing changes when engaging with a partner that has a diversity program designation.

Advantages for Participating Agencies
The UKG Supplier Diversity Program offers significant advantages to other UKG customers by promoting a more inclusive and innovative supply chain. By partnering with diverse suppliers, participating agencies can benefit from a broader range of perspectives and solutions, which can lead to enhanced creativity and problem-solving capabilities. Additionally, supporting diverse suppliers can help customers meet their own diversity and inclusion goals, improve their corporate social responsibility profiles, and foster goodwill within their communities. Ultimately, this commitment to diversity can drive better business outcomes and create a more resilient and adaptable supply chain.

UKG Recognized Diversity Programs & Alliances
UKG recognizes and values a variety of diversity certifications to ensure a broad and inclusive supplier base. Some of the key certifications acknowledged by UKG include:

1. Minority Business Enterprise (MBE)

2. Women’s Business Enterprise (WBE)

3. Veteran-Owned Small Business (VOSB)

4. Service-Disabled Veteran-Owned Small Business (SDVOSB)

5. LGBT Business Enterprise (LGBTBE)

6. Disadvantaged Business Enterprise (DBE)

7. HUBZone Small Business (HUBZone)

8. Small Disadvantaged Business (SDB)

9. 8(a) Business Development Program
UKG is also proud of our internal diversity programs that our employees actively lead. These ERGs are integral to UKG's commitment to fostering an inclusive and supportive workplace, providing employees with opportunities for connection, advocacy, and professional development:

46 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024
• UKG Women in Leadership: Focuses on empowering and supporting women in their professional growth and leadership development.
• UKG PRIDE: Supports LGBTQ+ employees and allies, promoting an inclusive and accepting workplace for all sexual orientations and gender identities. • UKG Veterans: Provides a community for military veterans and their families, offering support and resources for transitioning to civilian careers.
• UKG Multicultural: Celebrates and supports employees from diverse racial and ethnic backgrounds, fostering an inclusive environment that values cultural diversity. • UKG Abilities in Motion (AIM): Advocates for employees with disabilities, promoting accessibility and inclusion within the workplace.
• UKG Young Professionals: Focuses on the development and networking of early-career professionals, providing opportunities for growth and mentorship. • UKG Parents and Caregivers: Supports employees who are parents or caregivers, offering resources and a community to balance work and family responsibilities. • UKG Generations: Encourages intergenerational collaboration and understanding, leveraging the diverse experiences and perspectives of employees from different age groups. • UKG Black Leadership Network: Aims to support and advance the careers of Black employees, providing mentorship, networking, and professional development opportunities. • UKG Latinx: Focuses on the needs and interests of Latinx employees, promoting cultural awareness and professional growth within the community.

47 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024
G. Indicate if supplier holds any of the below certifications in any classified areas and include proof of such certification in the response:
• Minority Women Business Enterprise:
o UKG Response: No
o If yes, list certifying agency: N/A
• Small Business Enterprise (SBE) or Disadvantaged Business Enterprise (DBE):
o UKG Response: No
o If yes, list certifying agency: N/A
• Historically Underutilized Business (HUB):
o UKG Response: No
o If yes, list certifying agency: N/A
• Historically Underutilized Business Zone Enterprise (HUBZone):
o UKG Response: No
o If yes, list certifying agency: N/A
• Other recognized diversity certificate holder:
o UKG Response: No
o If yes, list certifying agency: N/A

H. List any relationships with subcontractors or affiliates intended to be used when providing services and identify if subcontractors meet minority-owned standards. If any, list which certifications subcontractors hold and certifying agency.

NAME HQ DBE Certifying Agency
Ascend Inc CO
Connors & Associates, LLC PA
Covalence Consulting FL
Epi-Use ON
Human Resource Time
Management, HRTM
NJ MBE State of New Jersey
PayTech CO
Sability GA
Worldgate, LLC

VA WBE National Women's Business Enterprise
National Council
WBE Commonwealth of Massachusetts
SWBE Commonwealth of Virginia

48 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024

WBE City of Philadelphia
SBE City of Los Angeles
LDBE Metropolitan Airports Authority
Mosaic Consulting Group, LLC

TN WBE National Women's Business Enterprise
National Council
WBE State of New York
WBE State of Tennessee
JK Seva, Inc CA SBE State of California
KM3 Consulting Group, LLC

GA DBE State of Georgia
WBE New York City Small Business Services
WBE US Women's Chamber of Commerce
Hrchitect, Inc. TX
A.S.K Academy (dba HerPM)

GA DBE Georgia Department of Transportation
MBE Georgia Department of Transportation
SLOBE Clayton County, GA
VOSB Small Business Administration
SDVOSB Small Business Administration

I. Describe how supplier differentiates itself from its competitors.

UKG brings our singular HCM solution to your singular biggest investment: your employees. UKG is the only HCM and WFM provider bringing the full depth and breadth of hire-to-retire services in a configurable model to meet the distinct needs of individual Participating Public Agencies across state and local governments, school districts, higher education institutions, government agencies, nonprofit organizations. UKG's comprehensive suite of solutions is scalable, allowing expansion of service models to, for example, add talent management to a core human resources program, and expand headcount for agencies as communities, districts, and organizations grow throughout the contract lifecycle.

One Technology Partner
UKG delivers one comprehensive solution for human resources, benefits, payroll, talent, compensation management, time and attendance, scheduling, document and human resources file management, employee sentiment analysis, and reporting and predictive analytics -- providing a single source of truth for all Participating Public Agencies' employees. UKG enables Participating Public Agencies' HR teams to streamline and automate processes, centralizing workforce data in one master system of record to reduce duplicate data entry, reconciliation requirements, errors, and data inconsistencies; and provide instant reporting across all areas of HCM.

With UKG, Participating Public Agencies gain one HCM solution, one HCM provider.

49 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024
One Implementation Partner
UKG’s Launch methodology is designed to streamline the deployment of your UKG solution in the cloud so Participating Public Agencies realize swift time to value. Our proven deployment methodology combines innovation, deep domain knowledge, and more than 40 years of experience working with thousands of customers across industries and geographies to drive business goals and accelerate return on investment. Launch is an iterative deployment approach that leverages best-in-class consulting expertise and proprietary technologies configured for each Participating Public Agency's needs. Launch features collaborative tools and workspaces that accelerate processes, jump-start decision-making, and provide up-to-the-minute visibility into your project.

UKG deploys Launch directly to deliver our services as your complete provider partner.

One Ongoing Support Partner
UKG’s proven approach includes our Partner for Life service program to set the foundation for Participating Public Agencies' success with UKG. Shortly after transitioning to support, we partner with the Participating Public Agency's team — empowering them to improve adoption, critical processes, and system utilization in preparation to hit the ground running for a strong start and early success. UKG provides Participating Public Agencies with hands-on coaching, tailored recommendations, and instructions on how to build a strong foundation for self-sufficiency. Learning and training resources are available via virtual instructor-led and on-demand training for the lifespan of their contract. Participating Public Agencies can leverage trusted advisors for strategic guidance to evolve their long-term people strategy and employee experience as well as for their day-to-day to help reduce administrative burdens, optimize their UKG solution, and support their long-term business initiatives. Participating Public Agencies can grow their expertise, expand their professional network, and influence our products through our customer Community, events, and comprehensive programs where they can connect with more than 150k active peers and experts in our dynamic, growing Community.

UKG is a committed support partner delivering continual support and expansive expertise across the lifespan of Participating Public Agencies' tenure with UKG.

As the Lead Public Agency considers the future-state HCM and WFM solutions for Participating Public Agencies, UKG is committed to expanding our consultative partnership as your Partner for Life provider to modernize your HCM and WFM environment. By engaging UKG to encompass the hire-to-retire employee lifecycle, Participating Public Agencies can take full advantage of the industry’s latest technology alongside exemplary service. Just as UKG has evolved with the Lead Public Agency's continual growth over the years, Participating Public Agencies can evolve with growth of HCM and WFM service scope to take advantage of UKG's industry-recognized leadership rankings for customer satisfaction alongside product capabilities.

The Lead Public Agency knows UKG, and UKG knows the Lead Public Agency. We’re ready to get started together on our next step together.

50 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024
J. Describe any present or past litigation, bankruptcy or reorganization involving supplier.

From time to time and in the ordinary course of our business, the company or its subsidiaries is involved in a variety of claims, demands, suits, investigations or proceedings, including actions concerning contracts, intellectual property and employment matters. While it is not possible to predict the outcome of these matters with certainty, we do not expect the results of any of these actions to have a material adverse effect on our business or financial condition or on our ability to provide products or services to you.

K. Felony Conviction Notice: Indicate if the supplier:
• is a publicly held corporation and this reporting requirement is not applicable; o UKG Response: No
• is not owned or operated by anyone who has been convicted of a felony; or o UKG Response: Yes
• is owned or operated by and individual(s) who has been convicted of a felony and provide the names and convictions.
o UKG Response: No

L. Describe any debarment or suspension actions taken against supplier To the best of our knowledge as of the date of this submittal, UKG is not currently on any debarment list.

51 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024
----SECTION 3.2 DISTRIBUTION, LOGISTICS----
A. Each offeror awarded an item under this solicitation may offer their complete product and service offering/a balance of line. Describe the full line of products and services offered by supplier.

UKG, offers a comprehensive suite of human capital management (HR, Payroll, and Workforce Management) solutions designed to meet the diverse needs of participating agencies. This comprehensive suite covers every aspect of the employee lifecycle, from recruiting and onboarding to robust payroll functionality and deeper workforce management capabilities, (hire to retire). By leveraging cutting-edge technology and a deep understanding of human capital management in the Public Sector, UKG empowers participating agencies to optimize their workforce strategies, ensure compliance, and foster a culture of continuous improvement and innovation. Our solutions are constantly evolving to keep pace with the changing landscape of public sector HR. Discover the full range on our service description in the product overview section of this RFP or by visiting our services- descriptions page: https://www.ukg.com/services-descriptions .

We work closely with public sector agencies to understand their unique goals and create tailored solutions that drive productivity and achieve desired outcomes.

UKG empowers your public sector workforce!

B. Describe how supplier proposes to distribute the products/service nationwide. Include any states where products and services will not be offered under the Master Agreement, including U.S.

Territories and Outlying Areas.
• SaaS Model: UKG primarily delivers its software through a Software-as-a-Service (SaaS) model, allowing clients to access their solutions via the cloud. This approach ensures that clients can benefit from continuous updates, scalability, and reduced IT overhead. • Accessibility: Clients can access UKG's solutions from any location and device, facilitating remote and mobile workforce management
• UKG has a global footprint with support for multiple regions including the Americas, EMEA, and Asia-Pacific ensuring localized support and compliance with regional regulations. As this program is intended for only US participating public agencies there are no known states or agencies that UKG cannot deliver to.

C. Describe how Participating Agencies are ensured they will receive the Master Agreement pricing; include all distribution channels such as direct ordering, retail or in-store locations, through distributors, etc. Describe how Participating Agencies verify and audit pricing to ensure its compliance with the Master Agreement.

UKG will provide to the Lead Agency and OMNIA Partners, a comprehensive pricelist of not-to-exceed pricing that can be published on a customer-facing webpage. In addition, UKG's national sales team will be trained on the available pricing to participating public agencies and have access to UKG budgeting and procurement experts to assist with the agencies' auditing requirements.

52 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024

D. Identify all other companies that will be involved in processing, handling or shipping the products/service to the end user.

Third-Party Subprocessors, UKG Affiliate Subprocessors, and Hosting Providers may be involved with processing data for our UKG enterprise management cloud applications. Subprocessors, Affiliate Subprocessors, and Hosting Providers are listed at https://www.ukg.com/ukg-subprocessors

E. Provide the number, size and location of Supplier’s distribution facilities, warehouses and retail network as applicable.

UKG clocks (such as the DX G2) are manufactured and shipped from our Jabil-run factory in Chihuahua, Mexico through El Paso, TX. The site has multiple suppliers and staffs more than 4,000 employees.

Jabil Circuit de Chihuahua, S. De R.L. de C.V.

Av. Alejandro Dumas 11341, Complejo Industrial Chihuahua Chihuahua, Chihuahua; Mexico. CP. 31136

53 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024
----SECTION 3.2 MARKETING AND SALES----
A. Given the public nature of the solicitation and contract, OMNIA Partners makes solicitation and contract documentation, including pricing documents, available on its website so Participating Public Agencies may easily conduct their due diligence. Describe any portions of the response that should not be available on the website and why those portions should not be available.

Information provided in this proposal and for ongoing contract management that should be excluded from the OMNIA Partners microsite include:
• UKG Financial information
• UKG Customer contact information included in the proposal • UKG pricing other than the modules used by participating public agencies • New Jersey Ownership Disclosure and Stockholder Disclosure forms • Any other forms requested during the life of the contract, post award, that UKG determines to contain confidential information and agreed upon by OMNIA Partners This information is available to participating public agencies upon request from participating public agencies through their vetting and due diligence process, once confidentiality and/or non-disclosure agreements have been accepted, and in accordance with local laws and policies.

UKG has also included a Trade Secret Affidavit, included as Appendix 10.

B. Provide a detailed ninety-day plan beginning from award date of the Master Agreement describing the strategy to immediately implement the Master Agreement as supplier’s primary go to market strategy for Public Agencies to supplier’s teams nationwide, to include, but not limited to:

B.(i) Executive leadership endorsement and sponsorship of the award as the public sector go-to- market strategy within first 10 days
UKG has a well-established relationship with OMNIA Partners, which has been their most successful go- to-market strategy for the public sector for the past 10 years. This strategic partnership is fully endorsed by UKG’s sales and corporate leadership and is the most utilized contract vehicle for their public sector engagements. This endorsement from UKG’s leadership underscores the effectiveness and importance of this partnership in expanding our reach and ensuring consistent, high-quality service delivery to public sector clients.

B.(ii) Training and education of Supplier’s national sales force with participation from the Supplier’s executive leadership, along with the OMNIA Partners team within first 90 days To ensure that all stakeholders are fully informed and prepared for the changes, UKG will conduct additional training sessions within 30 days of the award. These sessions are designed to explain any new elements or differences from the previous contract, thereby reassuring the sales force and equipping them with the necessary knowledge and tools to effectively implement the continued go-to-market strategy for the public sector.

54 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024
C. Provide a detailed ninety-day plan beginning from award date of the Master Agreement describing the strategy to market the Master Agreement to current Participating Public Agencies, existing Public Agency customers of Supplier, as well as to prospective Public Agencies nationwide immediately upon award, to include, but not limited to:

C.(i) Creation and distribution of a co-branded press release to trade publications UKG and OMNIA Partners marketing have a strong relationship and have worked collaboratively for many years to create cobranded press releases, social media posts, and website updates to highlight our relationship. Upon award, both organizations will collaborate for an initial press release and a secondary press release as the contract nears its initial term, on or around March 18, 2025.

C.(ii) Announcement, Master Agreement details and contact information published on the Supplier’s website within first 90 days
Confirmed

C.(iii) Design, publication and distribution of co-branded marketing materials within first 90 days Confirmed

C.(iv) Commitment to attendance and participation with OMNIA Partners at national (i.e., NIGP Annual Forum, NPI Conference, etc.), regional (i.e., Regional NIGP Chapter Meetings, Regional Cooperative Summits, etc.)
and supplier-specific trade shows, conferences and meetings throughout the term of the Master Agreement
Confirmed

C.(v) Commitment to attend, exhibit and participate at the NIGP Annual Forum in an area reserved by OMNIA Partners for partner suppliers. Booth space will be purchased and staffed by Supplier. In addition, Supplier commits to provide reasonable assistance to the overall promotion and marketing efforts for the NIGP Annual Forum, as directed by OMNIA Partners.

Confirmed

C.(vi) Design and publication of national and regional advertising in trade publications throughout the term of the Master Agreement
Confirmed

55 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024
C.(vii) Ongoing marketing and promotion of the Master Agreement throughout its term (case studies, collateral pieces, presentations, promotions, etc.)
Confirmed

C.(viii) Dedicated OMNIA Partners internet web-based homepage on Supplier’s website with:
• OMNIA Partners standard logo;
• Copy of original Request for Proposal;
• Copy of Master Agreement and amendments between Principal Procurement Agency and Supplier;
• Summary of Products and pricing;
• Marketing Materials
• Electronic link to OMNIA Partners’ website including the online registration page;
• A dedicated toll-free number and email address for OMNIA Partners
Confirmed

D. Describe how Supplier will transition any existing Public Agency customers’ accounts to the Master Agreement available nationally through OMNIA Partners. Include a list of current cooperative contracts (regional and national) Supplier holds and describe how the Master Agreement will be positioned among the other cooperative agreements.

UKG has extensive experience in transitioning existing customers' account to the OMNIA Partners agreement. Its historical approach to contracting was a direct agreement with government customers using UKG license agreements and terms and conditions between UKG and the agency. With the rise in popularity of cooperative contracting, this approach has evolved.

In line with its go-to-market strategy commitment, UKG will generally not consider other regional or national cooperative contracts. UKG does hold contracts with various State agencies but with the terms of the OMNIA Partners contract as its base and reported to OMNIA Partners. In the event a public agency cannot utilize the UKG contract, we propose an alternate OMNIA Partners contract held by our value-added resellers before recommending any other available options.

As part of any renewal, migration, or upgrade period the customer is presented with the Master Agreement and all other related materials for them to make the proper contracting choice for their agency. A legal reference tying the terms of the Order to the selected OMNIA Partners agreement is included in the Official Order and executed by the customer.

56 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024
E. Acknowledge Supplier agrees to provide its logo(s) to OMNIA Partners and agrees to provide permission for reproduction of such logo in marketing communications and promotions. Acknowledge that use of OMNIA Partners logo will require permission for reproduction, as well.

Confirmed

F. Confirm Supplier will be proactive in direct sales of Supplier’s goods and services to Public Agencies nationwide and the timely follow up to leads established by OMNIA Partners. All sales materials are to use the OMNIA Partners logo. At a minimum, the Supplier’s sales initiatives should communicate:
i. Master Agreement was competitively solicited and publicly awarded by a Principal Procurement Agency
ii. Best government pricing
iii. No cost to participate
iv. Non-exclusive
Confirmed. Please see sample attachment: UKG Attachment 2 - UKG Public Sector Cobranded Collateral FY24

G. Confirm Supplier will train its national sales force on the Master Agreement. At a minimum, sales training should include:
i. Key features of Master Agreement
ii. Working knowledge of the solicitation process
iii. Awareness of the range of Public Agencies that can utilize the Master Agreement through OMNIA Partners
iv. Knowledge of benefits of the use of cooperative contracts Confirmed

H. Provide the name, title, email and phone number for the person(s), who will be responsible for:
i. Executive Support
ii. Marketing
iii. Sales
iv. Sales Support
v. Financial Reporting
vi. Accounts Payable
vii. Contracts
• Executive Support - Pat Bennett. Vice President, Public Sector • Marketing - Beatrice Mitchell. Director, Industry Marketing • Sales - Brian Coopman. Director, Contracts & Procurement - Public Sector • Sales Support - Abigail Ellis. Supervisor, Sales Operations

57 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024
• Financial Reporting - Sean O'Donnell. Senior Sales Business Consultant • Accounts Payable - UKG Staff; [email protected]
• Contracts - Brian Coopman. Director, Contracts & Procurement - Public Sector

I. Describe in detail how Supplier’s national sales force is structured, including contact information for the highest-level executive in charge of the sales team.

UKG's Public Sector Sales force is structured into regional sales teams specializing in Federal, Enterprise (state government and large cities & counties), Mid-Market New Logo and Mid-Market Customer Base, K-12 New Logo and K-12 Midmarket, Higher Education, and Special Districts. Each team is overseen by a Regional Vice President and the entire vertical overseen by Pat Bennet, Group Vice President - Public Sector [email protected].

I. Explain in detail how the sales teams will work with the OMNIA Partners team to implement, grow and service the national program.

Each sales team has a corresponding OMNIA Partners territory manager which they collaborate often with business strategy and planning to grow and service the program in their territory. The entire program is overseen by the Director, Contracts & Procurement - Public Sector (National Account Manager) who is responsible for the overall success of the program with his or her OMNIA Partners Supplier Manager and Vice President counterparts. The Director is also responsible for ongoing development and training of UKG's cross-functional units in marketing, operations, legal, renewals, etc.

J. Explain in detail how Supplier will manage the overall national program throughout the term of the Master Agreement, including ongoing coordination of marketing and sales efforts, timely new Participating Public Agency account setup, timely contract administration, etc.

UKG's current management of the national program earned a Bronze Partnership of Excellence by OMNIA Partners in 2024. We are a strategic account with OMNIA Partners as indicated by year-over- year growth of net new customers, existing customer migrations and upgrades, and overall revenue. This commitment will continue through the life of this award with the intent to elevate the Partnership of Excellence award to higher levels through continued growth and partnership.

K. State the amount of Supplier’s Public Agency sales for the previous fiscal year. Provide a list of Supplier’s top 10 Public Agency customers, the total purchases for each for the previous fiscal year along with a key contact for each.

UKG respects the confidentiality of its customers and cannot release contact information without explicit permission from the customer. Below are the requested top 10 Public Agency customers by estimated annualized contract value and an associated UKG Account Owner. Should the County or

58 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024
OMNIA Partners wish to engage any of these customers, we will coordinate communications appropriately and thoroughly.

Account Owner Account Name Estimated Annualized
Contract Value
Bruce Jaeger Metropolitan Transportation Authority
Michelle Mackey State of Colorado
Andrew Derrig State of Ohio DAS
Ryan Hammond Florida Department of Corrections
Andrew Derrig City of Detroit
Bruce Jaeger CDCR
David Herndon Arkansas Department of Transportation
Jake Bauer Cadence Education, LLC
Michelle Mackey City of Austin
Ty Landry Everglades College Inc
L. Describe Supplier’s information systems capabilities and limitations regarding order management through receipt of payment, including description of multiple platforms that may be used for any of these functions.

UKG uses a combination of integrated Salesforce, DocuSign, Oracle Accounting and A/R & A/P, and Microsoft systems.

M. Provide the Contract Sales (as defined in Section 12 of the OMNIA Partners Administration Agreement) that Supplier will guarantee each year under the Master Agreement for the initial three years of the Master Agreement
(“Guaranteed Contract Sales”).
$_______.00 in year one
$_______.00 in year two
$_______.00 in year three
To the extent Supplier guarantees minimum Contract Sales, the Administrative Fee shall be calculated based on the greater of the actual Contract Sales and the Guaranteed Contract Sales. •$125 million year one
•$150 million year two
•$175 million year three

59 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024
APPENDIX 5 – RESPONSE FOR MASTER AGREEMENT
Please refer to the General Exceptions below, and redlined Master Agreement on the following pages.

UKG General Exceptions to Cobb County Human Resource Systems and Related Products and Services Sealed Proposal # 24-6833

General
All references to “subcontractors” throughout the Contract will be deemed to be references to those third parties specifically and exclusively engaged for the provision of professional, implementation or training services pursuant to this Contract, and “subcontract” means a written agreement between UKG and such subcontractor to provide such services. For the avoidance of doubt, UKG’s use of third parties to supply software, infrastructure or other services to run its subscription services in general, and not solely for providing services under this Contract is not a subcontracting arrangement.

Section VII. Patent Indemnity
Please refer to UKG EULA provided as part of UKG’s response for patent and intellectual property infringement indemnification.

Section IX. Insurance
Please see redlines and comments to Cobb County’s Required Terms and Conditions provided as part of UKG’s response. Provisions to be conformed to UKG’s actual insurance coverage.

Section XIII. Contract
Please see redlines and comments to Cobb County’s Required Terms and Conditions provided as part of UKG’s response.

Section XIV. Delivery Failures
UKG takes exception to this requirement and expects that the protections afforded Cobb County and Participating Public Agencies in the Cobb County Required Terms and Conditions and UKG’s EULA will otherwise suffice.

Section XVII. Default
All remedies available to Cobb County and Participating Public Agencies are subject to the limitations of liability set forth in UKG’s EULA.

60 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024

Section XVIII. Disputes
UKG must retain the right to appeal any decision by the Procurement Services Director.

Sections XXVII. Indemnification and XXVIII. Indemnification/Hold Harmless UKG takes exception to these provisions to the extent they are more broad than the indemnification obligations found in UKG’s EULA.

Section XXIX. Confidentiality
Please see UKG’s affidavit declaring specific information to be exempt from disclosure under Georgia’s Open Records Act.

Section XXXIII. Termination for Convenience
UKG requests 90 days prior written notice should the County wish to terminate the Contract for convenience.

mutual written consent of the Parties. This Agreement shall terminate absolutely on , unless earlier terminated as provided herein.

Pursuant to O.C.G.A. § 36-60-13, this Agreement shall terminate absolutely and without further obligation on the part of the Owner at the close of the calendar year in which it was executed and at the close of each succeeding calendar year for which the Agreement is in effect. Unless Owner provides at least 30 days’ written notice of an intention not to renew, the Agreement shall automatically be renewed for consecutive one-year terms until the conclusion of the Initial Term or any Renewal Term in effect. The Parties reserve the right to renew, amend or extend the Agreement for additional terms. Owner may terminate this agreement at any time for nonappropriation of funding.

Price: Prices for services and equipment, if applicable, shall be as stated in Exhibit “B” Contractor’s Bid/Proposal.

Billing: For purchases made by Owner pursuant to this Agreement, all original invoices shall be submitted directly to the Cobb County Finance Department. Invoices shall bill only for items received during the period covered by the invoice and shall clearly identify such items in accordance with invoicing guidelines in Exhibit “B” Contractor’s Bid/Proposal. For purchases made by Participating Public Agencies, the Contractor shall comply with each Participating Public Agencies’ invoicing and billing requirements outlined on the applicable order.

[Signatures on Next Page]

IN WITNESS, WHEREOF, this Agreement has been executed by Owner and accepted by Contractor to be effective as of the date first above written.

OWNER CONTRACTOR
Cobb County Board of Commissioners
100 Cherokee Street
Marietta, Georgia 30090

Lisa N. Cupid, Chairwoman
Cobb County Board of Commissioners

Date Date
Approved as to form: Attest:

County Attorney’s Office Corporate Secretary

Corporate Seal
Date
Federal Tax ID Number

Exhibit “A”
Owner’s Request for Proposal #Proposal Number

Exhibit “B”
Contractor’s Bid/Proposal

Exhibit “B-1”
Modifications to Exhibit “B”
(if applicable)

Exhibit “B” Contractor’s Bid/Proposal contained certain exceptions to the requirements of Exhibit “A” Owner’s Request for Proposal #Proposal Number. Some of the exceptions are accepted and others are not. Language that is struck through is not accepted. The remainder is accepted with the additional language that is underlined:

Exhibit “C”

COBB COUNTY

REQUIRED TERMS AND CONDITIONS
These Required Terms and Conditions are hereby agreed to, made and entered into by and between Cobb County, a political subdivision of the State of Georgia, (hereinafter “Cobb County” or “County”), and Vendor Name , a [state] [Choose an item.], located at Vendor address (hereinafter “Vendor” or “Contractor” or “Company”). These Required Terms and Conditions shall be made an exhibit to the Master Agreement between Cobb County and Vendor Name . (“Contract” or “Agreement”) and shall have the same force and effect as the terms and provisions in the Contract. County and Vendor may be referred to individually as “Party,” or collectively, as “Parties.” The Effective Date of this Contract shall be the date that the last party hereto executes the same (the “Effective Date”).
[It is understood by the Parties that Vendor has engaged the following subcontractor(s) to perform Work under this agreement for County:

It is understood by the Parties that no subcontractors are engaged to perform Work under this agreement.]
I. Agreement
A. Entire Agreement. This Agreement, together with all addenda, attachments, and exhibits listed below and incorporated herein by reference, represents the sole and entire agreement between the parties named herein and supersedes all previous or prior agreements, understandings, representations or commitments between the parties and their respective officials, officers, directors, contractors, employees and/or representatives. No oral promises, conditions, representations, understandings, interpretations, or terms of any kind are in effect between the parties or have been offered as an inducement for either party to execute this document.

1. Required Terms and Conditions dated mm/dd/yyyy

2. Master Agreement between County and Vendor dated mm/dd/yyyy

3. Exhibit “1” Invitation to Bid or Request for Proposal (ITB/RFP) #

4. Exhibit “2” Vendor’s Bid or Proposal dated mm/dd/yyyy

5. Exhibit “3” Vendor’s Price Quote #xxxx dated mm/dd/yyyy

6. Exhibit “4” Vendor’s Statement of Work (SOW)# dated mm/dd/yyyy

7. Exhibit “4-A” Project Schedule

8. Exhibit “5” Vendor’s End User License Agreement (EULA), License, Software dated mm/dd/yyyy

9. Exhibit “6” Vendor’s Maintenance or Support Agreement dated mm/dd/yyy

10. Exhibit “7” Vendor’s Service Level Agreement (SLA)

11. Exhibit “8” Third Party Terms and Conditions

12. Exhibit “9” Information Security

up to a total of ( ) months (“Full Term”).

B. Renewal. This Agreement shall automatically renew annually after Initial Term for twelve (12) months on the Effective Date for each subsequent year for a maximum of ( ) renewal years unless County provides at least thirty (30) days written notice of an intention not to renew before the expiration of the then-current annual period. This Agreement shall terminate absolutely after ( ) months. The Parties reserve the right to renew, extend, or amend this Agreement.

C. Termination. This Agreement may be terminated in the methods listed below. If this contract is terminated, County shall be liable only for goods or services delivered or accepted.

1. For Convenience. County may terminate this Agreement at any time for any reason upon thirty (30)ninety (90) days prior written notice to Vendor. The effective date of termination shall be set forth in the notice. As the sole remedy for County’s termination for convenience, Vendor shall be paid for any validated services performed under this Agreement up to the time of termination. Vendor shall not incur new obligations upon receipt of such notice and shall cancel as many outstanding obligations as possible.

2. For Cause. Either Party may terminate this Agreement for cause should the other Party default in the performance of any of the terms, covenants, obligations, or conditions of this Agreement upon thirty (30) days written notice to the defaulting party to cure the default.
a) Cause for termination by the County shall include, but not be limited to, Vendor’s breach of a material provision of the Agreement, failure to complete a deliverable or milestone in a timely manner as set forth in a mutually agreed upon written project plan, and/or failure to dedicate adequate and qualified staff to complete the Work.

Failure of Vendor to cure such breach or failure within thirty (30) days shall entitle County to a refund of all compensation paid to Vendor. b) Should the Vendor terminate this Agreement for default in performance that is not cured in a timely manner, the County shall be liable for no more than the amount of goods or services delivered toor accepted by County up to the date of termination.

3. By Statute. In compliance with O.C.G.A. § 36-60-13, this Agreement shall be deemed to terminate absolutely and without further obligation on the part of County at the close (December 31) of the calendar year of its execution (“Initial Expiration Date”) and at the close (December 31) of each succeeding year for which it may be renewed, unless otherwise expired, earlier terminated, or renewed all as provided in this Agreement.

Notwithstanding this provision, as permitted by statute, this Agreement may automatically be renewed and extended for consecutive up to one-year periods beyond the Initial Expiration Date until the expiration of the Full Term, unless County notifies Vendor in writing of its intent not to extend this Agreement at least thirty (30) days prior to the date of termination set forth in such notice, or, for any one-year renewal term subsequent to the Initial Expiration Date, at least thirty (30) days prior to the expiration of the then-current annual period.

4. Non-appropriation. In compliance with the terms of O.C.G.A. § 36-60-13, this Agreement shall terminate immediately and absolutely at such time as appropriated or otherwise unobligated funds are no longer available to satisfy the obligation of County. This Agreement does not create a debt of County for the payment of any sum beyond the

3. Workers’ Compensation and Employers Liability: Workers’ Compensation limits as required by the State of Georgia and Employers Liability of $1,000,000 per occurrence or disease.

4. Professional Liability, Technology Errors and Omissions, and Cyber Insurance Coverage:
$2,000,000 per claim and $4,000,000 in the aggregate is required, in the event that Vendor is performing design, engineering, or other professional services.

5. Professional Liability (Errors and Omissions) and Coverage: $2,000,000 per claim and $4,000,000 in the aggregate. Vendor shall maintain Technology Errors and Omissions Insurance, which must include coverage Multimedia Liability, Privacy Liability, Network Security Liability, Breach Costs Coverage (including Notification, Credit Monitoring, Forensics, Public Relations), and Regulatory Fines and Penalties assessed due to a Data (Privacy) Breach.
a) Technology Errors and Omissions insurance must cover liabilities, punitive damages, and claim expenses arising from errors, omissions, or negligent acts in rendering or failing to render (1) all services promised, including but not limited to computer or information technology services, (2) products that perform the intended function or serve the intended purpose, and (3) violation of software copyright. b) Services insured, at a minimum, must include (1) systems analysis, (2) systems programming, (3) data processing, (4) systems integration, (5) outsourcing including outsourcing development and design, (6) systems design, consulting, development and modification, (7) training services relating to computer software or hardware, (8) management, repair, and maintenance of computer products, networks, and systems, (9) marketing, selling, servicing, distributing, installing and maintaining computer hardware or software, (10) data entry, modification, verification, maintenance, storage, retrieval or preparation of data output, and (11) any other services provided by the vendor.
c) Vendor shall maintain Privacy, Security, and Technology Insurance. i. Vendor’s policy must include coverage for (1) loss, disclosure, and theft of data in any form; (2) media and content rights infringement and liability (excluding patents and trade secrets), including but not limited to, software copyright infringement; and (3) network security failure, including but not limited to, denial of service attacks and transmission of malicious code.
ii. The insurance coverage must include data breach regulatory fines and penalties, the cost of notifying individuals of a security or data breach, the cost of credit monitoring services, and any other causally-related crisis management expense for up to one (1) year.
iii. The insurance coverage must also contain severability for the insured organization for any intentional act exclusions.
iv. If the coverage is provided on a claims-made basis, then it must be maintained for a period of two (2) years after acceptance of the deliverables and/or services provided in connection with this Agreement.

Georgia. Such insurance shall be placed with insurers with a minimum AM Best’s Policyholder’s Rating of “A-” or better and with a financial rating of Class VIII or greater or be otherwise acceptable to Cobb County.

3. Failure of Insurers. Vendor shall be responsible for any delay resulting from the failure of any insurer to furnish proof of coverage in the prescribed form.

H.G. Verification of Coverage: Vendor shall furnish County with certificates of insurance and endorsements to the policies evidencing all coverages required by this Agreement.

Additionally, the declarations page for each insurance policy listed on the certificate of insurance shall be submitted to County. The certificates and endorsements for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf.

The certificates and endorsements shall be received and approved by County before any work commences. County reserves the right to require complete, certified copies of all required insurance policies at any time. Vendor shall provide proof that any expiring coverage has been renewed or replaced prior to the expirationpromptly after renewal or replacement of the coverage. Vendor’s failure to comply with this provision shall be considered a material breach of the Agreement.

I.H. Subcontractors: Vendor shall require all subcontractors to maintain insurance that is industry standard for the scope and risk of the services being provided by that subcontractor.

J.I. Failure to Comply: Failure to comply with all insurance requirements set forth in this Section and applicable to this agreement will not relieve Vendor from any liability under the Aagreement will not be construed to conflict with or limit Vendor’s indemnification obligation obligations under the agreement.

K.J. Duration: All insurance required by this Section must be maintained during the entire term of the Aagreement, including any renewal or extension terms, and until all Work has been completed to the satisfaction of County.

IX. Records: Retention and Confidentiality
A. Examination and Retention of Records. Vendor shall maintain, and County and its representatives shall have the right to audit, examine, all books, records, documents, accounting procedures and practices, and other evidence sufficient to reflect properly all direct and indirect costs of whatever nature claimed to have been incurred and anticipated to be incurred for the Work or performance of the Contract and similar materials relating to work performed for County under this Contract on file in accordance with Vendor’s record retention policies for at least ten (10) years following the date of final payment to Vendor by County.

Vendor shall maintain all books, records, work papers, documents, accounting ledgers, databases in accordance with Vendor’s record retention policies for at least ten (10) years following the date of final payment to Vendor by County. All records stored on a computer database must be of a format compatible with County’s. Any duly authorized representative(s) of County shall have access to such records for the purpose of inspection, audit, and copying at reasonable times, during usual and customary business hours. All original documents, including, but not limited to, reports, plans, work papers, (including electronic copies), documents, data, and records developed in connection with the services performed hereunder shall belong to and remain the property of County. Vendor may retain electronic files and reproducible copies of such documents.

B. Confidential Information. Vendor acknowledges that some information which may come into its possession or knowledge in connection with the Work may consist of confidential

Electronic notice to:

Cobb County Attorney
100 Cherokee Street, Suite 350
Marietta, GA 30090

2. If to Vendor:

Vendor Name

Attention:

Electronic notice to:

B. Any subsequent changes to place or places specified above shall be designated in writing by Vendor and County to the other.

XI. Relationship of the Parties
Vendor hereby covenants and declares that it is engaged in an independent business and agrees to perform the Work as an independent contractor and not as the agent or employee of County.

Nothing contained in this Agreement shall be construed to make Vendor or any of its employees, servants or subcontractors an employee, servant or agent of County for any purpose. Vendor agrees to be solely responsible for its own matters relating to the time and place the Work is performed and the method used to perform such Work; the instrumentalities, tools, supplies and/or materials necessary to complete the Work; hiring of subcontractors, agents or employees to complete the Work; and the payment of employees, including compliance with Social Security, withholding and all other regulations governing such matters. County will not withhold income or other taxes on the fees paid to Vendor under this Contract and Vendor shall be solely responsible for the payment of all such taxes. Vendor is not entitled to any of the benefits that County provides for County’s employees. Vendor agrees to be solely responsible for its own acts and omissions and those of its subordinates, employees, subcontractors, and suppliers during the life of this Agreement. Vendor specifically shall be responsible for sufficient supervision and inspection to ensure compliance in every respect with the Contract requirements. There shall be no contractual relationship between any subcontractor or supplier and County by virtue of this Agreement with Vendor. Any provisions of this Agreement that may appear to give County the right to direct Vendor as to the details of the services to be performed by Vendor or to exercise a measure of control over such services will be deemed to mean that Vendor shall follow the directions of County with regard to the results of such services only. It is further understood that this Agreement is not exclusive, and County may hire additional entities to perform Work related to this Agreement. Inasmuch as County and Vendor are independent of each other, neither has the authority to bind the other to any third person or otherwise to act in any way as the representative of the other, unless otherwise expressly agreed to in writing signed by both Parties hereto.

Vendor agrees not to represent itself as County’s agent for any purpose to any party or to allow any employee of Vendor to do so, unless specifically authorized, in advance and in writing, to do

require the dismissal of any subcontractor or sub/subcontractor (irrespective of tier) for failing to fully comply with these requirements;

7. Upon notice of a material breach of these provisions, Vendor (or subcontractor, regardless of tier) shall be entitled to cure the breach within ten (10) days and provide evidence of such cure. Should the breach not be cured, County shall be entitled to all available remedies, including termination of the Contract, the requirement that a subcontractor be dismissed from performing work under the Contract, and any and all damages permissible by law.

D. Immigration Compliance Certification. Prior to commencing work under any contract for the physical performance of services, to the extent applicable, Vendor shall submit a completed Exhibit “11-C” Immigration Compliance Certification. Prior to allowing any other subcontractor to perform work under the contract, to the extent applicable, Vendor shall obtain a completed Exhibit “11-C” Immigration Compliance Certification from each subcontractor (regardless of tier) and submit the same to County.

XV. Conflict of Interest Affidavit
A. Vendor agrees and shall execute Exhibit “12” Conflict of Interest Affidavit attesting that it shall not engage in any activity or conduct that would result in a violation of the Cobb County Code of Ethics or any other similar law or regulation. Vendor certifies that, to the best of its knowledge, no circumstances exist that will cause a conflict of interest in performing the services required by this Agreement, that no employee of County, nor any member thereof, nor any public agency or official affected by this Agreement, has any pecuniary interest in the business of Vendor or his subcontractor(s) and that no person associated with Vendor or its subcontractor(s) has any interest that would conflict in any manner or degree with the performance of the Agreement.

Should Vendor become aware of any circumstances that may cause a conflict of interest during the Term of this Agreement, Vendor shall immediately notify County. If County determines that a conflict of interest exists, County may require that Vendor take action to remedy the conflict of interest or terminate the Agreement without liability. County shall have the right to recover any fees paid for services rendered by Vendor when such services were performed while a conflict of interest existed, if Vendor had knowledge of the conflict of interest and did not notify County within five (5) business days of becoming aware of the existence of the conflict of interest.

B. Vendor warrants that it and its subcontractor(s) have not employed or retained any company or person, other than a bona fide employee working solely for Vendor or its subcontractor(s), to solicit or secure this Agreement and that Vendor and its subcontractor(s) have not paid or agreed to pay any person, company, corporation, individual, or firm other than a bona fide employee working solely for Vendor or its subcontractor(s) any fee, commission, percentage, gift or other consideration contingent upon or resulting from the award of this Agreement. For any breach or violation of this provision, County shall have the right to terminate the Agreement without liability and, at its discretion, to deduct from the price, or otherwise recover, the full amount of such fee, commission, percentage, gift, payment, or consideration.

C. Vendor shall include the terms and conditions of Paragraphs A and B of this Section in all subcontractor agreements for Work to be performed under this Agreement.

IN WITNESS WHEREOF, said parties have hereunto set their seals.

Vendor County

Name and Title Lisa N. Cupid, Chairwoman
Vendor Name Cobb County Board of Commissioners

Date Date

SEAL
Attest: Attest:

Name and Title Pamela L. Mabry, County Clerk

Recommended by:

Name and Title

Approved as to Form

Cobb County Attorney’s Office

Exhibit “1” Invitation to Bid or Request for Proposal

Exhibit “2” Vendor’s Bid or Proposal

Exhibit “3” Vendor’s Price Quote

Exhibit “4” Vendor’s Statement of Work

Exhibit “4-A” Project Schedule

Exhibit “5” Vendor’s End User License Agreement (EULA), License, Software

Exhibit “6” Vendor’s Maintenance or Support Agreement

Exhibit “7” Vendor’s Service Level Agreement

Exhibit “10-A” Change Control Definitions and Process

1. Change Control Definitions and Process
Project scope and schedule changes to Exhibit “4” Vendor’s Statement of Work shall be addressed through this Change Control Process using Exhibit “10-B” Change Order Form. Any changes shall be documented, reviewed, and mutually agreed upon by the Parties. The Change Order Form shall document the scope of work and a fee. Implementation of the change shall be factored into the initial project plan and a modified completion date for the project will be detailed, if necessary. The hourly bill rate for all change orders is $ USD.

2. Change Control Definitions
a. “Change Control” describes the process for managing potential project changes. b. “Change Request” is an informal request by Customer or Vendor to modify the scope, schedule, and/or budget of the Professional Services to be provided pursuant to SOW-#.
c. “Change Order” is a formal amendment to SOW-#.generated by Vendor signed by both parties.

3. Change Control Process
The following provides a summary of the process to follow if a change to this SOW is desired:
a. Customer or Vendor submits a written (email acceptable) Change Request including the following:
i. change description, detailing what is to be amended from this SOW ii. rationale for the change
iii. impact the change may have on the Professional Services b. Both Customer and Vendor review the Change Request to determine the merits of the request and the impact of on the fees, schedule, scope, and other terms and conditions of the SOW that may result from the implementation of the Change Request. c. The parties decide either to accept or to reject the change. d. Vendor prepares a Change Order, which includes a description of the applicable changes to scope, estimated fees, planned resources, timeline, and any other terms. e. Vendor submits Change Order to Customer for final review and approval. f. Vendor executes the Change Order and sends to Customer. g. Customer executes the Change Order, and if applicable, generates a purchase order associated with that Change Order.

The Professional Services described in the fully executed Change Order will be performed by Vendor as included as part of the Exhibit “4” Vendor’s Statement of Work.

Exhibit “11-A” Contractor Affidavit and Agreement

CONTRACTOR AFFIDAVIT AND AGREEMENT
By executing this affidavit, the undersigned Contractor verifies its compliance with O.C.G.A. § 13-10-91, stating affirmatively that the individual, firm or corporation which is contracting with Cobb County, Georgia, has registered with, is authorized to use, and is participating in a federal work authorization program (an electronic verification of work authorization program operated by the U.S. Department of Homeland Security or any equivalent federal work authorization program operated by the U.S. Department of Homeland Security to verify information of newly hired employees, pursuant to the Immigration Reform and Control Act of 1986 (IRCA)). The undersigned Contractor further attests that it will continue to use the federal Employment Eligibility Verification (EEV) work authorization program throughout the Contract period.

The undersigned further agrees that should it employ or contract with any subcontractor(s) or should its subcontractor(s) employ other subcontractor(s) for the physical performance of services pursuant to the contract with Cobb County, Georgia, the contactor or subcontractor will:
(1) Notify County within five business days of entering into a contract or agreement for hire with any subcontractor(s);
(2) Secure from any subcontractor(s) and/or their subcontractor(s) verification of compliance with O.C.G.A. § 13-10-91 on the attached Exhibit “11-B” Subcontractor Affidavit and Agreement prior to the commencement of any work under the contract/agreement; (3) Secure from any subcontractor(s) and/or their subcontractor(s) a completed Exhibit “11-C” Immigration Compliance Certification prior to the commencement of any work under the contract/agreement;
(4) Provide the subcontractor(s) with legal notice that Cobb County, Georgia, reserves the right to dismiss, or require the dismissal of, any Contractor or subcontractor for failing to provide the affidavit and/or for failure to comply with the requirements referenced in the affidavit; (5) Maintain records of such compliance for a period of five (5) years and provide a copy of each such verification to Cobb County, Georgia, at the time the subcontractor(s) is retained to perform such services or upon any request from Cobb County, Georgia; and (6) Allow the audit or review of records of compliance by County upon request.

EEV (E-Verify) Program Number EEV Program Date of Authorization

BY: Authorized Officer or Agent Contractor Business Name [Contractor Name]

Printed Name Date

SWORN AND SUBSCRIBED BEFORE ME
ON THIS THE DAY OF , 202_

Commission Expires: Version 09-20-2013

Exhibit “11-B” Subcontractor Affidavit and Agreement

SUBCONTRACTOR AFFIDAVIT AND AGREEMENT
By executing this affidavit, the undersigned subcontractor verifies its compliance with O.C.G.A. § 13-10- 91, stating affirmatively that the individual, firm or corporation which is engaged in the physical performance of services on behalf of Cobb County, Georgia, has registered with, is authorized to use, and is participating in a federal work authorization program (an electronic verification of work authorization program operated by the U.S. Department of Homeland Security or any equivalent federal work authorization program operated by the U.S. Department of Homeland Security to verify information of newly hired employees, pursuant to the Immigration Reform and Control Act of 1986 (IRCA)). The undersigned subcontractor further attests that it will continue to use the federal Employment Eligibility Verification (EEV) work authorization program throughout the contract period.

The undersigned further agrees that should it employ or contract with any subcontractor(s) or should its subcontractor(s) employ other subcontractor(s) for the physical performance of services pursuant to the contract with Cobb County, Georgia, the contactor or subcontractor will:
(1) Notify County within five business days of entering into a contract or agreement for hire with any subcontractor(s);
(2) Secure from any subcontractor(s) and/or their subcontractor(s) verification of compliance with O.C.G.A. § 13-10-91 on the Exhibit “11-B” Subcontractor Affidavit and Agreement prior to the commencement of any work under the contract/agreement;
(3) Secure from any subcontractor(s) and/or their subcontractor(s) a completed Exhibit “11-C” Immigration Compliance Certification prior to the commencement of any work under the contract/agreement;
(4) Provide the subcontractor(s) with legal notice that Cobb County, Georgia, reserves the right to dismiss, or require the dismissal of, any Contractor or subcontractor for failing to provide the affidavit and/or for failure to comply with the requirements referenced in the affidavit; (5) Maintain records of such compliance and provide a copy of each such verification to Cobb County, Georgia, at the time the subcontractor(s) is retained to perform such services or upon any request from Cobb County, Georgia; and
(6) Maintain such records for a period of five (5) years.

EEV (E-Verify) Program Number EEV Program Date of Authorization

BY: Authorized Officer or Agent Subcontractor Business Name [Subcontractor Name]

Printed Name Date

SWORN AND SUBSCRIBED BEFORE ME
ON THIS THE DAY OF , 202_

Commission Expires: Version 09-20-2013

Exhibit “11-C” Immigration Compliance Certification

EMPLOYER IMMIGRATION COMPLIANCE CERTIFICATION
(To be completed by Contractor and all subcontractors prior to contract initiation, every six months after commencement of work, and at any time there is a change in personnel assigned to the Project.) I certify to the Cobb County Board of Commissioners that the following employees will be assigned to the :

I further certify to Cobb County, Georgia the following:

1. The E-Verify program was used to verify the employment eligibility of each of the above-listed employees hired after the effective date of our contract to use the program;

2. We have not received a Final Nonconfirmation response from E-Verify for any of the employees listed;

3. If we receive a Final Nonconfirmation response from E-Verify for any of the employees listed above, we will immediately terminate that employee’s involvement with the Project;

4. I have confirmed that we have an I-9 on file for every employee listed above and that to the best of my knowledge all the I-9s are accurate;

5. To the best of my knowledge and belief, all of the employees on the above list are legally authorized to work in the United States;

6. If any other employee is assigned to this Cobb County project, a certification will be provided for said employee prior to the employee commencing work on the Project.

To the best of my knowledge and belief, the above certification is true, accurate and complete.

Sworn to by: Employer Name & Address:

Signature of Officer

Printed Name/Title

Date

SWORN AND SUBSCRIBED BEFORE ME
ON THIS THE DAY OF , 202_

Commission Expires: Version 09-20-2013

Exhibit “12” Conflict of Interest Affidavit
As a duly authorized representative of Vendor Name (“Vendor”), I, , , certify that to the best of my knowledge that Vendor did not engage in any activity or conduct that would result in a violation of the Cobb County Code of Ethics or any other similar law or regulation, that no circumstances exist that will cause a conflict of interest in performing services for Cobb County, Georgia, that no employee of Cobb County, nor any public agency official or employee affected by this Agreement has any pecuniary interest in the business of this firm, associates or consultants of this firm, or the firm’s parent firm, subsidiary, or other legal entity of which this firm is a part, and that no person associated with or employed by this firm has any interest that would conflict in any way, manner or degree with the performance of services for Cobb County, Georgia.

Signature

Printed Name and Title

Date

Subscribed and sworn before me
on this the day of , 20 .

Notary Public

My Commission Expires:

61 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024
APPENDIX 6 – EXHIBIT F: FEDERAL FUNDS CERTIFICATIONS
If and when federal funding is intended to be used by a Participating Public Agency, UKG will review and discuss the applicability of the various FARs to the specific transaction with such Participating Public Agency and incorporate such provisions in the contract with the Participating Public Agency as appropriate.

62 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024

63 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024

64 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024

65 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024

66 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024

67 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024

68 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024

69 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024

70 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024

71 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024

72 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024

73 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024

74 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024

75 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024

76 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024

77 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024

78 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024

79 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024

80 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024

81 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024

82 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024

83 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024

84 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024

85 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024

86 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024

87 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024

88 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024

89 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024

90 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024
APPENDIX 7 – EXHIBIT G: NEW JERSEY BUSINESS COMPLIANCE

NEW JERSEY BUSINESS COMPLIANCE
Suppliers intending to do business in the State of New Jersey must comply with policies and procedures required under New Jersey statues. All offerors submitting proposals must complete the following forms specific to the State of New Jersey. Completed forms should be submitted with the offeror’s response to the RFP. Failure to complete the New Jersey packet will impact OMNIA Partners’ ability to promote the Master Agreement in the State of New Jersey.

91 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024
Exhibit G - DOC #1: Ownership Disclosure Form

93 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024

94 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024

Exhibit G - DOC #2: Non-Collusion Affidavit

97 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024
Exhibit G - DOC #3: Affirmative Action Affidavit

98 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024

101 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024

103 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024

Exhibit G - DOC #4: Political Contribution Disclosure Form

106 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024

108 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024
Exhibit G - DOC #5: Stockholder Disclosure Certification

110 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024
Exhibit G - DOC #6: Disclosure of Investment Activities in Iran

111 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024

112 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024
Exhibit G - DOC #7: Certification of Non-Involvement in Prohibited Activities in Russia/Belarus

113 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024

114 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024
Exhibit G - DOC #8: New Jersey Business Registration Certificate

115 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024
Exhibit G - DOC #9: EEOAA Evidence

116 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024

118 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024

120 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024
Exhibit G - DOC #10: MacBride Principals Form

121 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024

122 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024
APPENDIX 8 – UKG ADDITIONAL AGREEMENTS

123 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024
EULA Public Sector MSA

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UKG Kronos Systems, LLC Commercial Terms and Conditions

These Public Sector Master Terms and Conditions (this “Agreement”) apply to UKG Software as a Services offerings, Equipment and other related Services that are ordered from the Contractor under the Contractor Contract with the Ordering Activity. If Ordering Activity is not the United States Federal Government (“Federal”) or a Federal Agency, as well as state, local, or public education entities created by the Applicable Laws (including constitution or statute) of the applicable state (“SLED”), the UKG Master Services Agreement, which is generally available at https://www.ukg.com/msa (or other such titled written or electronic agreement addressing the same subject matter) shall apply. The Agreement posted on the date Customer signs the applicable Order or Statement of Work will apply for the duration of the Order or Statement of Work; however, UKG reserves the right to change the Master Services Agreement posted on this URL from time to time, but such change will not affect then existing Orders or Statements of Work. Archived Master Services Agreements can be found at:

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 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 https://www.ukg.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 “work for hire” created as part of the Services or any deliverables owned by Customer, and all works, customizations, models, and developments created by UKG shall be considered a part of the Services.

2.2 Use Restrictions. Except as expressly provided in this Agreement, no other use of the Subscription Services is permitted. Customer may not, and may not cause or permit others to: (a) reverse engineer, disassemble, adapt, translate, or decompile the Subscription Services, including, without limitation, any third party components, or otherwise attempt to derive source code, trade secrets, or knowhow from the Subscription Services; (b) license, sell, transfer, assign, distribute, or outsource use of the Subscription Services or Documentation, or provide service bureau, data processing, or time sharing access to the Subscription Services, or otherwise use the Subscription Services to provide payroll or human resource record keeping for third parties; (c) create Internet "links" to the Subscription Services or "frame" or "mirror" the Subscription Services on any other server, or wireless or Internet-based device; (d) access or use the Subscription Services or Documentation to build or support, directly or indirectly, products or services competitive to UKG; (e) interfere with or disrupt the integrity or performance of any Subscription Services or any data contained therein; (f) attempt to gain unauthorized access to any Subscription Services or its related data, systems, or networks; or (g) remove or alter any proprietary notices or marks on the Subscription Services or Documentation.

2.3 Customer Feedback. Customer has no obligation to provide UKG with any suggestion, enhancement request, recommendation, evaluation, correction, or other feedback about the Services (“Feedback”), but if it does, Customer grants to UKG and its affiliates a worldwide, perpetual, irrevocable, royalty-free license to use, copy, modify, distribute,

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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. Customer acknowledges that the Subscription Services may change at any time as required by changes to normal business conditions. It is further understood by Customer that any changes to the Subscription Services will be applicable to all UKG customers utilizing the Subscription Services and such changes will not materially diminish the functionality of the Subscription Services.

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 e-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.

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)

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minimum quantities purchased cannot be decreased during the relevant subscription 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 transfer to UKG. UKG will maintain backup copies of Customer Data, 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 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 for the 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 Pa 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 (United States) located in Exhibit 2. All Customer Data will be secured and protected as set forth in the Technical and Organizational Measures of UKG’s DPA.

4.5 Monitoring. UKG may monitor and analyse the use of its Subscription Services, which may capture information concerning security and how often Customers use the application, the events that occur within the application, aggregated usage, performance data, and access locations. The Subscription Services will collect usage statistics, telemetry, and other data from Customer, such as mobile number, email address, IP address, and other unique verification identifier, for the purposes of enabling multifactor authentication; providing, operating, maintaining, customizing, and improving the Subscription Services and its security; developing new or different functionalities; and benchmarking, modelling, and training.

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

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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 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 to UKG Customer Data.

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

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for the duration indicated on the Order as the Renewal Term.

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 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.

8. Indemnification

8.1 Claims Against Customer. UKG will defend Customer and Customer’s respective directors, officers, and employees, who are acting on behalf of Customer (“Customer Indemnified Parties”), from and against any and all third party Claims to the extent the Services or Documentation infringe or misappropriate any registered copyright or patent. UKG will indemnify and hold harmless the Customer Indemnified Parties against any liabilities, damages, costs, or expenses (including, without limitation, reasonable attorneys’ fees) actually awarded by a court of applicable jurisdiction to the extent resulting from such third party Claim, or as a result of UKG’s settlement of such third party Claim.

8.2 Mitigation. In the event that a final injunction is obtained against 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 subject of a successful Claim of infringement or misappropriation, UKG (at its option and expense) will use commercially

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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 Agreement 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) a modification undertaken by Customer, or on behalf of Customer; (b) use other than as expressly permitte by this Agreement or by UKG in writing; or (c) 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 SHALL IN NO EVENT EXCEED THE AMOUNT PAID OR PAYABLE BY CUSTOMER 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 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,

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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 for the International Sale of Goods, and the Uniform Computer Information Transactions Act (UCITA) will not apply to this Agreement.

Federal Government Use Provision.

10.1. 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 these TOU 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 TOU, 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 TOU specifically granting those rights.

10.2 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.

10.3 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.

10.4 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.

10.5 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.

10.6 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.

10.7 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.

10.8 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.

10.9 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 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

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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.

10.10 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.

10.11 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:

[email protected] 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.

10.12 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.

10.13 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.

10.14 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.

10.15 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.

10.16 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.

11.5 “Documentation” means the written specifications for the Subscription Services or other documentation published online by UKG on its community pages, such as user manuals and administrator guides, as well as the Services Descriptions.

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11.6 “DPA” means UKG’s U.S. Data Processing Agreement included as Exhibit 2

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 http://www.ukg.com/services-descriptions .

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 at 900 Chelmsford Street, Lowell, MA 01851.

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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:

PROHIBITED USE DESCRIPTIONS AND EXAMPLES
(a) No Illegal, Harmful, or
Offensive Use or Content
Customer may not 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. Prohibited activities or content include, but are not limited to:
• Illegal Activities. Any illegal activities, including advertising, transmitting, or otherwise making available gambling sites or services or disseminating, promoting or facilitating child pornography.
• Harmful or Fraudulent Activities. Activities that may be harmful to others, UKG's operations or reputation, including offering or disseminating fraudulent goods, services, schemes, or promotions (e.g., make-money-fast schemes, ponzi and pyramid schemes, phishing, or pharming), or engaging in other deceptive practices. • Infringing Content. Content that infringes or misappropriates the intellectual property or proprietary rights of others.
• Offensive Content. Content that is defamatory, obscene, abusive, invasive of privacy, or otherwise objectionable, including content that constitutes child pornography, relates to bestiality, or depicts non-consensual sex acts.
• Harmful Content. Content or other computer technology that may damage, interfere with, surreptitiously intercept, or expropriate any system, program, or data, including viruses, Trojan horses, worms, time bombs, or cancelbots.
(b) No Security Violations 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.
• Interception. Monitoring of data or traffic on a System without permission. • Falsification of Origin. Forging TCP-IP packet headers, e-mail headers, or any part of a message describing its origin or route. This prohibition does not include the use of aliases or anonymous remailers.
• No Use of Robots. Customer will not use any tool designed to automatically emulate the actions of a human user (e.g., robots)
(c) No Network Abuse Customer may not make network 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 Crawling. Monitoring or crawling of a System that impairs or disrupts the System being monitored or crawled.
• Denial 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. • Intentional Interference. 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.

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PROHIBITED USE DESCRIPTIONS AND EXAMPLES
• Operation of Certain Network Services. Operating network services like open proxies, open mail relays, or open recursive domain name servers. • Avoiding System Restrictions. Using manual or electronic means to avoid any use limitations placed on a System, such as access and storage restrictions. (d) No E-Mail or Other Message
Abuse
Customer will not use the Service to distribute, publish, send, or facilitate the sending of unsolicited 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.

UKG may:
• investigate violations of this Policy or misuse of the Services; or • remove, disable access to, or modify any content or resource that violates this Policy.

If Customer violates the Policy or authorizes or helps others to do so, UKG may suspend use of the Services until the violation is corrected or terminate the Agreement for cause in accordance with the terms of the Agreement. UKG may modify this Policy at any time upon written notice to Customer of a revised version.

UKG may report any activity that it suspects violates any law or regulation to appropriate law enforcement officials, regulators, or other appropriate third parties. UKG's reporting may include disclosing appropriate customer information. UKG also may cooperate with appropriate law enforcement agencies, regulators, or other appropriate third parties to help with the investigation and prosecution of illegal conduct by providing network and systems information related to alleged violations of this Policy.

3. Reporting of Violations of this Policy by Customer
If Customer becomes aware of any violation of this Policy, Customer will immediately notify UKG and provide UKG with assistance, as requested, to stop or remedy the violation.

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Exhibit 2

US Data Protection Addendum

This United States Data Processing Addendum (“DPA”) is by and between (i) the UKG entity set forth in the Order that references the UKG Master Services Agreement, or any other currently effective agreement, (the “Agreement”), (“UKG”), and (ii) the person or entity who is named on such Order on behalf of itself as customer and Customer Affiliates based in the United States (“Customer”) and is an addendum to the Agreement. Customer and UKG are referred to individually as a “Party” and collectively as the “Parties”.

WHEREAS, in the course of providing the Services to Customer pursuant to the Agreement, UKG may Process Personal information on behalf of Customer, and the Parties agree to comply with the following provisions with respect to the Processing of Customer Personal information.

This DPA applies to the extent Customer and/or its Affiliates are subject solely to U.S. Privacy Laws. Should Customer become subject to any other privacy laws such as the EU General Data Protection Regulation, the Parties agree the processing of Personal information will be subject to UKG’s international Data Protection Addendum located at https://www.ukg.com/ukg-unified-dpa unless otherwise agreed to in writing by the Parties. UKG shall comply with all U.S. Privacy Laws applicable to it as a “Service Provider” or in its role as a processor of Personal information. Customer shall comply with all U.S. Privacy Laws applicable to it as a “Business” or the controller of Personal information.

Notwithstanding, UKG is not responsible for complying with U.S. Privacy Laws applicable only to Customer or Customer’s industry.

1. Definitions

1.1 In this DPA, capitalized terms will have the meanings set out below. Capitalized terms not otherwise defined below will have the meaning given to them in the Agreement. “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 and which are doing business in the United States. “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.
“Applicable Laws” means any applicable provisions of all U.S. laws, codes, legislative acts, regulations, ordinances, rules of court, and court orders which govern the Party’s respective business operations. UKG shall comply with all Applicable Laws applicable to UKG in its role as a Data Processor Processing Personal information. For the avoidance of doubt, UKG is not responsible for complying with Applicable Laws applicable to Customer or Customer’s industry.

Customer shall comply with all Applicable Laws to Customer as a Data Controller "Core Subscription Services" means UKG Pro, UKG Pro Workforce Management, UKG Ready, and UKG Pro People Assist and UKG Pro Document Manager offerings identified in the Order. “Data Subject” means an identified or identifiable natural person.

“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”.

“Processing”, “Process”, “Processes” and “Processed” means any operation or set of operations which is performed on personal information or on sets of personal information, whether or not by automated means, such as collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction.

“Pseudonymized Data” means the processing of Personal information in a manner that renders the personal information no longer attributable to a specific consumer without the use of additional information, provided that the additional information is kept separately and is subject to technical and organizational measures to ensure that the personal information is not attributed to an identified or identifiable consumer.

"Services" means Core Services and any other UKG Products and Services.

"Subprocessor" means any person (including any third party and any UKG Affiliate) appointed by or on behalf of UKG to Process Personal information on behalf of Customer in connection with the Agreement, a list of which is available on ukg.com, and which is incorporated herein by reference.

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"UKG Processor" means UKG or a UKG Subprocessor.

“UKG Other Products & Services” means Professional Services and UKG products and services other than Core Subscription Services, which are subject to the specific Supplement for UKG Other Products and Services available on ukg.com.

“U.S. Privacy Laws” have the same meaning as in Applicable Laws and regulations concerning the privacy and security of information reasonably identifying or linked to an individual, including, without limitation, the California Consumer Privacy Act, Cal. Civ. Code § 1798.100 et seq. or its successor the California Privacy Rights Act, Cal. Civ.

Code § 1798.100 et seq., and their accompanying regulations as promulgated by the California Attorney General or California Privacy Protection Agency, as then applicable (collectively the “CPRA”); the Colorado Privacy Act, Colo. Rev.

Stat. § 6-1-1309 et seq. (the “CPA”) the Connecticut Data Privacy Act, Public Act No. 22-15 (the “CTDPA”); the Utah Consumer Privacy Act, Utah Code § 13-61-101 et seq. (the “UCPA ”); and the Virginia Consumer Data Protection Act, Virginia Code § 59.1-571 et seq. (the “VCDPA”).

2. Processing of Customer Personal information

2.1 UKG will only Process Personal information for the purpose, and in accordance with, the relevant Customer’s instructions as documented in the Agreement and this DPA, unless Processing is required by the Applicable Laws to which the relevant UKG Processor is subject, in which case UKG to the extent permitted by the Applicable Laws, will inform Customer of that legal requirement before the Processing of that Customer Personal information. Schedule 1 to this DPA sets out certain information regarding UKG’s Processing of Customer Personal Data.

2.2 UKG will not: (i) Sell or Share (as both terms are defined under U.S Privacy Laws) any Personal information; (ii) retain, use, or disclose such Personal information for any purpose other than performing the Services, the business purpose stated in the Agreement or as otherwise permitted by the U.S. Privacy Laws; (iii) retain, use, or disclose the Personal information for a commercial purpose other than providing the Services unless otherwise permitted under the Agreement; (iv) retain, use, or disclose Personal information outside of the direct business relationship between Customer and UKG unless otherwise permitted under the Agreement; (v) combine Personal information UKG receives from, or on behalf of, Customer with personal information that it receives from, or on behalf of, another person or persons or collects from its own interaction with a consumer, provided that UKG may combine personal information to perform the Services or as set forth in the Agreement. UKG shall notify Customer if it makes a determination that it can no longer meet its obligations under U.S Privacy Laws and Customer may take reasonable and appropriate steps to stop and remediate the unauthorized Processing of Personal information. Customer may take reasonable and appropriate steps to ensure UKG uses Personal information collected pursuant to the Agreement and this DPA in a manner consistent with Customer’s obligations under U.S Privacy Laws.

2.3 Customer hereby (i) instructs UKG (and authorizes UKG to instruct each Subprocessor) to (a) Process Personal information; and (b) in particular, transfer Personal information to any country or territory as reasonably necessary for the provision of the Services and consistent with the Agreement, (ii) warrants and represents that it is and will at all relevant times remain duly and effectively authorized to give the instructions set out in this section on behalf of each relevant Customer Affiliate; and (iii) warrants and represents that it has all necessary rights in relation to the Personal information and/or has collected all necessary consents from Data Subjects to Process Personal information to the extent required by Applicable Law.

3. UKG Personnel
UKG will take steps to ensure that access to Personal information is limited to those individuals who: (a) need to know or access the relevant Personal information as necessary for the purposes of providing the Services under the Agreement or to comply with Applicable Laws in the context of that individual's duties to UKG; and (b) are subject to written confidentiality undertakings or professional or statutory obligations of confidentiality.

4. Security
UKG shall implement reasonable and appropriate safeguards to protect Personal information as set forth in Schedule 2 to this DPA and incorporated by this reference.

5. Subprocessing

5.1 Customer generally authorizes UKG to appoint Subprocessors in accordance with this Section 7, including without limitation those Subprocessors provided herein and any new Subprocessors. Subprocessors used for UKG Other Products and Services may be listed under each applicable Services Description or Order Form or in an addendum to this DPA.

5.2 UKG will provide Customer with a mechanism to obtain notification of the appointment of any new Subprocessor, including material details of the Processing to be undertaken by the Subprocessor at least thirty (30) days before said Subprocessor carries out Processing activities on Customer Personal information on behalf of Customer. Customer may object, on reasonable data protection grounds, to any new Subprocessor by providing notice of an objection by email to

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[email protected] to UKG within ten (10) days of Customer's receipt of notification of the addition of the new Subprocessor by UKG. In the event UKG, in its sole discretion, is unable to forego the utilization of a new Subprocessor that has been objected to for the Processing of Customer Personal information or is otherwise unable to reasonably address the Customer's objection within thirty (30) days of UKG's receipt of such objection from Customer, the Customer may terminate the impacted services upon written notice to UKG. This termination right is Customer’s sole and exclusive remedy if Customer objects to any new Subprocessor and is not a termination for cause. UKG will cease providing the impacted services thirty (30) days following the notice of termination.

5.3 With respect to each Subprocessor, UKG will verify that the arrangement between UKG and the Subprocessor is governed by a written contract including terms which offer at least equivalent level of protection for Customer Personal information as those set out in this DPA.

6. Data Subject Requests

6.1 If Customer receives a request from a Data Subject related to Personal information Processed by UKG, Customer can either: (a) retrieve the information necessary to fulfill the request from the Services; or (b) to the extent such information is not available to Customer through the Services, UKG will reasonably assist Customer in fulfilling the request upon written request.

6.2 If UKG receives a request from a Data Subject related to Personal information Processed by UKG , UKG will promptly redirect the Data Subject to its Customer and not respond to the request except on the documented instructions of Customer or as required by Applicable Laws to which UKG is subject, in which case UKG, to the extent permitted by the Applicable Laws, shall inform Customer of that legal requirement before UKG responds to the Data Subject request.

7. Personal information Breach

7.1 UKG will notify Customer without undue delay and in accordance with U.S. Privacy Laws upon UKG or any Subprocessor becoming aware of a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, Personal information transmitted, stored or otherwise processed by UKG (“Personal information Breach”) affecting Personal information, providing Customer with sufficient information to allow Customer to meet its obligations to report or inform Data Subjects of the Personal information Breach under the U.S.

Privacy Laws.

7.2 In the event of a Personal information Breach, the Parties will reasonably cooperate with each other, and UKG shall take commercially reasonable steps to keep Customer informed as to the investigation, mitigation, and remediation of any such Personal information Breach.

7.3 Except as may be required by Applicable Laws, UKG will not notify Customer’s affected Data Subjects about a Personal information Breach without Customer’s prior written consent.

8. Deletion or Return of Customer Personal information

8.1 Subject to Sections 9.2 and 9.3, following the latter of either (i) termination or expiration of the Agreement or (ii) cessation of the Processing of Customer Personal information, (the "Cessation Date"), UKG will, in accordance with the terms of the Agreement, promptly return or delete Customer Personal information that can be reasonably identified and extracted in accordance with the requirements of the relevant Applicable Laws.

8.2 Notwithstanding Section 9.1 above, each UKG Processor may retain Personal information to the extent and for such period as required by Applicable Laws, provided that UKG will ensure the confidentiality of all such Personal information and will ensure that such Personal information is only Processed as necessary for the purpose(s) specified in the Applicable Laws requiring its storage.

8.3 Upon receipt of written request from Customer, UKG will provide written certification to Customer that it has complied with this Section 9.

9. Audit rights
UKG shall demonstrate appropriate technical and organizational measures to Customer throughout the term. Customer may exercise such audit right either personally or by appointing a third party, so long as said third party is acceptable to UKG and bound to confidentiality and non-disclosure obligations at least as stringent as Customer’s obligations with respect to UKG Confidential Information as set forth in the Agreement.  Customer is responsible and liable for any and all acts or omissions of any such third party. Customer may exercise such audit right on an annual basis with reasonable notice. Any such audits shall be limited to a robust customer due diligence package consisting of details on UKG’ information security/risk practices, examination of the results of the annual AICPA SSAE 18 SOC 1 and SOC 2 Type II audits conducted by an independent third party, executive summaries of the annual penetration test results or verification of such testing through the SOC 2 report for Core Subscription Services, and reasonable access to knowledgeable personnel to discuss the controls in place, including a meeting at UKG corporate headquarters. In the event Customer requests support or information beyond the content described above, then, upon customer’s audit request, the Parties will mutually agree on the terms of the audit plan, which shall include details regarding the scope, duration, fees, and

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scheduling of the audit. In no event shall Customer or its designees be permitted to access UKG systems, network servers, scan summaries or activities logs.

10. Law Enforcement Requests
UKG agrees to notify Customer of any request from law enforcement authority or other governmental authority with competent authority and jurisdiction over UKG for disclosure of Customer Personal information processed under this DPA (“Disclosure Request”) to the extent permitted by applicable law. UKG shall not respond to Disclosure Requests without notifying Customer and receiving written authorization from Customer to respond to such Disclosure Request, except as required under Applicable Laws or order of court or governmental authority with competent authority and jurisdiction over same.

11. General Terms

11.1 DPA Priority. Nothing in this DPA reduces UKG’s obligations under the Agreement in relation to the protection of Personal information or permits UKG to Process (or permit the Processing of) Personal information in a manner which is prohibited by the Agreement. With regard to the subject matter of this DPA, in the event of inconsistencies between the provisions of this DPA and the Agreement, the provisions of this DPA will prevail.

11.2 Claims. Any claims brought under this DPA shall be subject to the terms and conditions of the Agreement, including but not limited to, the exclusions and limitations set forth in the Agreement.

11.3 Severability. Should any provision of this DPA be invalid or unenforceable, then the remainder of this DPA will remain valid and in force. The invalid or unenforceable provision will be either (i) amended as necessary to ensure its validity and enforceability, while preserving the Parties’ intentions as closely as possible or, if this is not possible, (ii) construed in a manner as if the invalid or unenforceable part had never been contained there.

11.4 This DPA supersedes all prior and contemporaneous representations, negotiations, and communications between the Parties relating to processing Customer Personal Data, including without limitation, any terms that may be imposed upon UKG by means of any “click-through”, forms, applications, or any other terms and conditions which are presented to UKG in the course of UKG’s engagement with Customer.

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Schedule 1: Details of Processing of Customer Personal Data

This Schedule 1 includes certain details of the Processing of Customer Personal Data as required by Article 28(3) GDPR.

Subject matter and duration of the Processing of Customer Personal Data

The subject matter and duration of the Processing of the Customer Personal Data are set out in the Agreement and this DPA.

The nature and purpose of the Processing of Customer Personal Data

Provision of the Services are set out in the Agreement and this DPA, where UKG acts as a data processor, and for business operations, as an independent controller.

UKG will use and otherwise process Customer Data only as described and subject to the limitations provided below (a) to provide Customer the Services in accordance with Customer’s documented instructions and (b) for business operations incident to providing the Services to Customer.

Processing to Provide Customer the Services

For purposes of this DPA, “to provide” a Service consists of:
• Delivering functional capabilities as licensed, configured, and used by Customer and its users; • Troubleshooting (preventing, detecting, and repairing problems); and • Keeping Services up to date and operational, and enhancing user productivity, reliability, efficacy, quality, and security.

When providing Services, UKG will not use or otherwise process Customer Data or Personal Data for: (a) user profiling, (b) advertising or similar business purposes, or (c) sell or share Personal Data.

Processing for Business Operations Incident to Providing the Services to Customer

For purposes of this DPA, “business operations” means the processing operations authorized by Customer in this section.

Customer authorizes UKG:
• to create aggregated statistical, non-personal data from data containing Pseudonymized identifiers (such as usage logs containing unique, Pseudonymized identifiers); • to calculate statistics related to Customer Data; and • to de-identify Customer Data to enhance and create new functionalities. • in each case limited to to providing the Services, such as billing and account management; internal reporting and business modeling, and product strategy; and enhancing Customer’s experience.

When processing for these incident business operations, UKG will apply principles of data minimization, confidentiality and will not use or otherwise process Customer Data or Personal Data for: (a) user profiling, (b) advertising or similar commercial purposes, (c) any other purpose, other than for the purposes set out in this section or (d) Sell or Share Personal Data.

The types of Customer Personal Data to be Processed

All Customer Personal Data required by UKG to correctly provide the Services to Customer pursuant to the Agreement which may include, without limitation: employee first and last name, employee ID number, department code, badge number, job title, absence information, identification and contact information of Customer data subjects, employment and education details of Customer data subjects, other information that Customer may collect in order to pay and manage its workforce.

The categories of Data Subject to whom the Customer Personal Data relates

Customer’s employees, contractors, and job applicants.

=Privacy related contact:

UKG: [email protected]
Customer: As specified in this DPA, in the Order Form or in the Statement of Work

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Schedule 2: Technical and Organizational Measures

The following Technical and Organizational Measures are applicable to UKG Core Subscription Services. The specific Supplement for UKG Other Products and Services to this DPA is applicable to any UKG Other Products & Services.

1. ISAE3402 /SSAE 18 (SOC 2) Audit: UKG shall ensure compliance with ISAE3402/SSAE 18 AICPA Trust Principles for Security, Confidentiality, and Availability (and, where in scope, Privacy and Processing Integrity), and will undergo an audit each year for the purposes of examining the relevant controls with respect to the Services. Such audits shall be carried out by an independent, certified third party and the resulting reports shall be provided to Customer upon request. UKG shall ensure the data center carries out its own SOC 2 audits and provide such reports to Customer upon request.

2. ISO 27000 Series Audits: UKG shall ensure compliance with ISO 27001, 27017, and 27018, where in scope for the UKG Services. UKG shall also ensure the datacenter used to provide the Services will continue to have its IT security management certified according to ISO 27001 or comparable industry standard security framework. The audits shall be carried out by an independent, certified third party, and upon request, UKG shall provide the certificates to Customer.

3. Entity Controls: Consistent with UKG’s obligation to maintain its compliance programs as described above, UKG shall continuously carry out the following security measures:
a) Security Policy: UKG shall maintain an information security policy that is reviewed annually by UKG and published and communicated to all UKG employees. UKG shall maintain a dedicated security and compliance function to maintain and monitor security controls across UKG.
b) Employee Onboarding: All UKG personnel shall be subject to a comprehensive background check and agree to accept UKG’s Code of Conduct upon hire.
c) Employee Termination: UKG shall terminate all credentials and access to the Services of a UKG employee in the event of termination of his or her employment within a reasonably timely manner. d) Access Controls by UKG Personnel: Access to all UKG owned or licensed network components, servers, databases, computers, and software programs by UKG personnel shall be protected by an authentication procedure that requires giving at least a unique username and complex password. UKG shall implement technical controls to enforce a password policy consisting of a minimum number of characters and complexity, including requirements of alpha, numeric, upper case, lower case and/or special characters. Lockout periods shall be in effect for inactivity and unsuccessful password attempts. Passwords shall expire after a fixed amount of time. e) Security Awareness Training: UKG employees shall participate in security awareness and privacy training, upon hire and annually thereafter.
f) Change Management: UKG shall employ a change management process based on industry accepted standards for change management in configurations, software, and hardware.

4. Application and Network Controls:
a) Privileged Access by UKG Personnel: Privileged access to UKG owned or licensed network components, servers, databases, computers, and software programs by UKG personnel that are used in the provision of the Services shall be secured by means of a two-factor authentication and shall be defined by UKG in such a manner as to ensure that the access authorizations are granted only to the extent necessary to perform the assigned role. Any access to UKG’s systems used in the provision of the Services shall be monitored. b) Infrastructure of the Data Center: UKG and/or its sub-processor(s) shall monitor the infrastructure in order to identify any security vulnerabilities.
c) Anti-Virus and Malware Scanning: UKG uses commercially available malicious code detection software, including virus detection and malware detectors, on UKG systems. Anti-virus definition files shall be updated regularly, on a scheduled basis, following the availability of such updates by the software provider. d) Secure Coding Practices: UKG developers shall be trained on secure development. Applications should be written in a secure manner to implement industry practices, such as input validation, session management, SQL injection, and cross site scripting mitigation. These practices shall be tested as part of the annual penetration testing described below.

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e) Patch Management: UKG shall review all patches, updates, and upgrades of operating systems, middleware, or applications to all relevant components of the Services after they have been released by the manufacturer and tested by UKG. UKG shall manage the patching process prudently to assure that critical patches are applied in a timely manner consistent with the associated risk.
f) Segregation of Customer Data: UKG shall provide appropriate security controls and segmentation methods to protect and isolate Customer Data from other tenants.
g) Encrypted Data Transfers: Customer Data input into the Services shall be secured using an industry standard protocol, such as Transport Layer Security (TLS).
h) Encrypted Data Storage: UKG shall encrypt Customer Data using industry standard technology, such as AES-256 encryption standard for data at rest.
i) Firewalls: Connections to the Services networks, shall be protected with industry standard firewalls. UKG shall update its firewall software regularly, on a scheduled basis, following the availability of updates by the software provider. j) Intrusion Detection: UKG shall implement and maintain an intrusion detection monitoring process at the network and/or host level to protect the Services and detect unwanted or hostile network traffic. UKG shall update its intrusion detection software regularly, on a scheduled basis, following the availability of updates by the software provider or a heuristic analysis shall be used.
k) Systems Hardening and Secure Configuration: UKG shall follow industry standards for platform hardening and secure configuration. UKG shall remove or disable unnecessary utilities from operating system configurations and restrict access rights to least privilege.
l) Penetration Testing: UKG shall contract, as part of its security program and on at least an annual basis, with an independent third party to conduct a network and application penetration test. The penetration test will include, but is not limited to, the potential for unauthorized internet access, compromise of roles, and escalation of privileges for the Services. Upon request, UKG will provide an executive summary of said penetration test including the scope and methodology of the test and confirmation that critical and high-risk findings have been remediated or provide an independent third-party audit report attesting to such testing and remediation. Penetration testing includes the web application vulnerabilities defined by the Open Web Application Security Project (OWASP) Top 10 and those listed in the SANS 25 (as applicable) or its successor current at the time of the test. m) Vulnerability Management: UKG shall implement commercially reasonable processes designed to protect Customer Data from system vulnerabilities. UKG shall perform scanning of the infrastructure using an industry recognized automated scanning tool designed to detect security flaws and security vulnerabilities within the operating systems. UKG shall assess scan results and remediate relevant security vulnerabilities within a reasonable amount of time based on the risk to the Services.
n) Audit Logging: UKG shall log UKG personnel’s access to the Services to maintain an audit trail that includes, but is not limited to, web server logs, system logs, and network event logs.

5. Physical Access Control: UKG shall ensure that its data center sub-processor uses industry standard technology to ensure that only the appropriately authorized staff have access to those systems of UKG that are used to provide the Services. This shall include at least the following measures: visitor sign-ins, role-based access controls, limited access to the server rooms and to the alarm systems which report any unauthorized access.

6. Incident Response and Notification:
a) UKG shall maintain security incident management policies and procedures, including security incident escalation procedures. In the event UKG confirms unauthorized access or acquisition, disclosure or use of Customer’s Personal information has occurred, UKG agrees to notify Customer, in accordance with the terms of the Agreement or per Applicable Laws.
b) UKG shall (i) investigate such information security incident and perform a root cause analysis; (ii) remediate the effects of such information security incident; and (iii) provide Customer with assurances that such information security incident is not likely to recur.

7. Disaster Recovery: UKG shall maintain a Disaster Recovery plan and present verification of this plan (via the SOC 2 reporting) at the request of Customer. UKG shall test this plan once a year and verify that the planned measures are effective, reviewed by management and updated as necessary.

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8. Business Continuity: UKG shall maintain a plan for returning to operation in the event of a disaster and present a summary of this plan at the request of Customer. Upon UKG’s declaration of disaster, UKG shall implement said plan to return the Services to operation. UKG shall annually test and review its business continuity plan and update as necessary.

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Exhibit 3

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 3-A applies, and if Customer rents Equipment, Exhibit 3-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 Customer to destinations within the United States are FOB (Free On Board) Shipping Point, and the shipping party is responsible for all costs and risks of loss, except that for shipments from UKG to Customer utilizing UKG’s preferred carrier, UKG is responsible for the risk of loss during shipment until delivery to the identified destination. For UKG’s initial shipment of purchased Equipment to Customer destinations within the United States, title of the Equipment passes to Customer upon shipment to the identified destination.

4.3 Shipments to Destinations Outside of the United States. Shipments to Customer destinations located in countries where UKG or one of its affiliates has an office are DDP (Delivered Duty Paid), and UKG is responsible for all duties and Value Added Taxes (VAT). Shipments to Customer destinations located in countries where UKG or one of its affiliates does not have an office are DAP (Delivered At Place), and Customer is responsible for import clearance, all duties and VAT. Shipments to UKG from a Customer location outside of the United States are DDP, and Customer is responsible for all duties and VAT. For the initial shipment of purchased Equipment to Customer outside of the United States, title of the Equipment passes to Customer upon delivery to the identified destination.

4.4 Title. Title to rented Equipment shall always remain with UKG. Except as expressly provided in this Addendum, UKG has and shall maintain sole and exclusive ownership of all rights, title, and interest in the intellectual property of the Equipment and its firmware.

5. Customer Responsibilities.

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