Richmond City Council
November 4, 2025

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2025.04.01
current payroll that cannot wait for the next scheduled payroll processing. This fee applies only to those off-cycle or “one off” payroll runs. Customers may choose to issue manual checks rather than run an off-cycle payroll, in which case this fee would not apply.

7. Split Distributions (U.S. Only) US $5.50 per split
For each individual payroll processed within the platform, printed pay statements and vouchers will be shipped to ONE designated location for no additional fee (shipping fees will be charged by provider directly to Customer). Customers may configure the platform to have pay statements and vouchers printed by Cost Center and have each Cost Center ship to a different location. The Split Distribution fees cover the cost to package pay statements/direct deposit vouchers to ship to multiple locations within the same processed payroll. Note that this does not include combining checks/vouchers from different payrolls (i.e. weekly and bi-weekly) into one package for distribution - that is not a delivery process supported by UKG. Split distribution is only available for pay statements and vouchers.

8. Amended Returns (U.S. Only) US $137.50 per amendment Filing all applicable US-only payroll federal/state/local tax returns as indicated in this Services Description is included in the PEPM fee. When adjustments are made to prior period payroll transactions that require UKG Ready Payroll Services to create a modified or “corrected” tax return to be filed with the taxing authorities, a fee of US$137.50 will be incurred per amended return.

9. Mailing Individual Checks (U.S. Only) US $0.75 per document The preferred method of delivery is for each Customer to have all documents delivered using the Customer’s shipping account.

If the Customer wants to have the employee’s pay checks, direct deposit vouchers, W2s, 1099 forms and/or 1095C statements delivered directly to the employee’s home address, this fee will apply to each form mailed through the USPS and includes the applicable postage fees. This fee may be adjusted by the amount of any increase in standard postage by the USPS. UKG will guarantee that W2s/1099s will be mailed by January 28th of each year but cannot guarantee that delivery to the employee will occur by January 31st of each year.

10. 1095C Printing (U.S. Only) US $2.95 per form printed Customers may request that UKG print their 1095C forms at the end of the calendar year. Forms are printed on pressure seal stock and either shipped to the Customer for distribution to employees or mailed directly to the employee’s home address if so elected by Customer (reference item #9, above). Customers may also print the forms themselves directly from the UKG Ready Payroll Services for no additional fee.

11. Payroll Rollback- after Payroll Submission (U.S. Only) US $275.00 per request A request from the Customer to rollback a finalized payroll prior to funding initiation. If the Customer has submitted a payroll but the payroll is not yet finalized by UKG, the Customer can re-open the payroll without charge.

12. Reopen Quarter-End or Year-End Tax Year US $550.00 per request Request initiated by Customer to reopen a previously closed quarter or tax year, in order to process corrections.

13. QTR Filing – Inactive EIN’s (U.S. Only) US $137.50 per quarter If the Customer has no wages in a Covered Entity but has not notified UKG to stop filing for the Covered Entity, or closes a Covered Entity and requests that UKG file zero returns for a quarter, this fee will apply. The US $137.50 fee applies for each quarter filed with zero returns.

14. Quarter Closing Late Fee US $225.00 per day per EIN CA $225.00 per day per EIN

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The Customer does not complete the quarterly closing and sign-off process by the established and communicated deadline.

15. Year End Closing Late Fee US $225.00 per day per EIN CA $225.00 per day per EIN
The Customer does not complete the year-end closing and sign-off process by the established and communicated deadline.

16. Reprint of W2, 1099, T4, or RL-1 US $11.00 per form reprinted CA $11.00 per form reprinted
Customer requests reprinting of a W2, 1099, T4 or RL-1 on pressure seal paper stock. Customer can print reprints directly from the UKG Ready Payroll Services for no additional fee.

17. W-2C Services (U.S. Only) US $35 Base Fee + $5.00 Per Form Customers whose W-2s were processed and filed by UKG, may request a corrected form W-2 for an employee (W-2C). UKG will work with the Customer to process any applicable year end correction payrolls, generate the W-2C(s), and file the corrected form(s) with the Social Security Administration (SSA). Upon request, UKG will also file any necessary amended returns as a result of the W-2 correction (reference item #8, above). Customers may also create and file W-2Cs themselves directly through the SSA site for no additional fee. This service is only available for tax year 2019 onwards.

18. Fed/ State / Prinvincial Wire Fee US $82.50 per wire CA $82.50 per wire
If UKG must send a direct wire for Customer tax payments, rather than a standard EFTPS tax payment, a fee of $82.50 for federal and $82.50 for each applicable state will be incurred. This would typically only occur if the Customer has submitted or funded their account late, such that in order to avoid tax penalties, UKG must cause the issuances of a wire for the payment to the relevant tax agency.

19. W-2 Combined Reporting Print Service US $550 Base Fee + US $2.95 per form Combined W2 forms may be required for firms designated as a Common Pay Agent as defined in the IRS Publication 15-A. If elected at the end of each calendar year, UKG will provide Customer’s W2 data to a third-party vendor to create combined forms and to generate printed copies. Combined paper W2 forms will be shipped to the Customer’s address unless regular mail is requested. Copies of the forms will not be available to employees in Employee Self Service but will be provided to Customer in a separate file. The W2 forms will be filed with the applicable agencies. W2-C services are not available for the W-2 forms provided under this offering.

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Exhibit “C-1” UKG Services Descriptions
UKG TeleStaff IVR Service (User Based) Services Description Acceptable Use Policy

2065
Exhibit “C-1” UKG Services Descriptions
UKG TeleStaff IVR Service (User Based) Services Description

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Contact us
Acceptable Use Policy
UPDATED SEPTEMBER 2021
US Acceptable Use Policy for Use of Alvaria Products and Alvaria Subscription Services. References to Alvaria herein shall include Aspect Software, Noble Systems Corporation and their respective affiliates.

Use of Alvaria Products and Subscription Services are
subject to this Acceptable Use Policy (AUP). You are
responsible for violations of this AUP by you or any third party you allow to use the Products or Subscription Services.

You may not use the Products or Subscription Services to:
interfere with a third party’s use of the Products or Subscription Services; violate, or encourage the violation of, the legal rights of others, including, but not limited to, infringing or misappropriating any intellectual property or proprietary right of another;
engage in, promote or encourage illegal activity or use the Products or Subscription Services for an unlawful, defamatory, abusive, harassing, obscene, violent, deceptive or fraudulent purpose;
use, store, share, host, copy, distribute, display, publish, transmit or send content that is or may be deemed offensive, inflammatory, hateful, defamatory, discriminatory, obscene, abusive, invasive of privacy, harmful to others, or otherwise objectionable;
impersonate any person or entity without consent, including sending altered, deceptive or false source-identifying information (spoofing, phishing); Request
a Demo
Home Solutions Industries Partners Support Resources Company English US Log In
7/1/25, 1:36 PM Acceptable Use Policy | Alvaria
https://www.alvaria.com/legal/acceptable-use-policy 1/5 Exhibit “C-1” UKG Services Descriptions
UKG TeleStaff IVR Service (User Based) Services Description Acceptable Use Policy

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use false, misleading, or deceptive TCP/IP packet header information in an email or a newsgroup posting;
collect or use information without the consent of the owner of the information, if prohibited by applicable law;
generate, distribute, publish or facilitate unsolicited mass email or other messages, promotions, advertisements or solicitations (spam); distribute advertisement delivery software unless: (a) the user affirmatively consents to the download and installation of such software based on a clear and conspicuous notice of the nature of the software, and (b) the software is easily removable by use of standard tools for such purpose included on major operating systems (e.g., Microsoft’s add/remove tool);
attack, abuse, interfere with, surreptitiously intercept, or disrupt any users, systems, networks, Products or Subscription Services, including but not limited to Denial of Service (DoS) attacks, unauthorized monitoring or crawling, deliberate attempts to overload, distribution of malware (including but not limited to viruses, Trojan horses, worms, time bombs, spyware, adware, or cancelbots), war dialing, flood pings, packet spoofing, forged telephone information;
disable, interfere with or circumvent any aspect of the Product or Subscription Services, including any storage, access, usage or user limits; probe, scan, or test the vulnerability of any system or network; disable, interfere with, abuse, disrupt, intercept, circumvent or otherwise violate any security or authentication measures;
deploy interactive voice response (IVR) Applications, services or sessions that contain endless loops or that have no termination date; or submit, process or store personally identifiable information in test or nonproduction environments.

You agree:
to use the Products and Subscription Services in accordance with applicable laws and government regulations;
to only use Products and Subscription Services in a manner consistent with the purpose of intent of the Products and Subscription Services; 7/1/25, 1:36 PM Acceptable Use Policy | Alvaria
https://www.alvaria.com/legal/acceptable-use-policy 2/5

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that you are solely responsible for the content of any material posted, hosted, downloaded, uploaded, created, accessed or transmitted using a Subscription Service and that Alvaria has no responsibility for any material created on or made accessible by your use of the Subscription Service; to comply with the rules of any other network you access or participate in using the Products or Subscription Services, including any SMS or telephone carrier codes of conduct and the CTIA Short Code Monitoring Handbook; to comply with the rules and conventions for postings to any bulletin board, chat group or other forum in which you participate using the Products or Subscription Services, including rules for content and commercial postings; to comply, in a timely manner, with Alvaria's requirements for network security, including changes required to comply with Health Insurance Portability and Accountability Act (HIPAA), Gramm-Leach-Bliley Act, or other security and privacy laws, regulations or standards;
to only use IP addresses assigned to you by Alvaria in connection with the Subscription Services;
if Alvaria IP numbers assigned to your account are listed on an abuse database (e.g., Spamhaus), to take prompt action to remedy the issue and, if you do not do so within 10 days of written notice from Alvaria, Alvaria may take reasonable action to protect its IP addresses, including suspension or termination of the Subscription Services if the IP addresses were listed as a result of your actions;
if you register a DNS record or zone on Alvaria managed or operated DNS servers or service for a domain of which you are not the registrant or administrative contact according to the registrar’s WHOIS system, then upon request from the registrant or administrative contact according to the registrar’s WHOIS system, Alvaria may modify, transfer, or delete such records or zones;
Alvaria may quarantine or delete any data stored on a shared system if Alvaria reasonably believes that the data is infected with a virus or is otherwise corrupted and has the potential to infect or corrupt the system or other customers’ data stored on the same system;
to comply with all Product and Subscription Service notices and end of life policies, including the transfer and migration to, or utilization of, new versions 7/1/25, 1:36 PM Acceptable Use Policy | Alvaria
https://www.alvaria.com/legal/acceptable-use-policy 3/5

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of software, network configurations or environments (Alvaria may charge additional fees for non-compliance);
to provide all information that Alvaria reasonably requires in order to register any 10 Digit Long Code (10DLC) numbers for SMS that you purchase from Alvaria and access or use in using the Products or Services; and upon reasonable notice, comply with re-provisioning of telephone provider lines due to network changes, changes to Alvaria data centers and facilities (Alvaria may charge additional fees for non-compliance).

Alvaria may report any activity that it suspects violates any law or regulation to appropriate law enforcement officials, regulators, or other appropriate third parties. Alvaria’s reporting may include disclosing appropriate customer information. Alvaria 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 AUP.

For customers using products/services with outbound dialing capability, if more than 20% of completed calls are equal to or less than 6 seconds in length (a "Short Duration Call"), or if more than 35% of total call attempts do not complete during any given month during the billing cycle (the "Incomplete Call Threshold"), then additional fees may apply. Such fees are based on additional costs Alvaria incurs from its carriers as a result of Customer’s usage. Notwithstanding, Alvaria will support all traffic not harmful to its or its carrier's network(s).

Customers are required to reimburse Alvaria for all fees, fines or penalties assessed against Alvaria due to Customer’s failure to comply with this AUP.

Alvaria may modify the AUP at any time without notice by posting a revised AUP on www.alvaria.com. Changes are effective on posting.

Your use of a Product or Subscription Service after changes to the AUP are posted constitutes acceptance of any changed or additional terms. 7/1/25, 1:36 PM Acceptable Use Policy | Alvaria
https://www.alvaria.com/legal/acceptable-use-policy 4/5

2071
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2072
Exhibit “C-1” UKG Services Descriptions
UKG Virtual Roster Cloud and UGK Pit Manager Cloud Services Description Exhibit 1 Service Level Agreement for the UKG Virtual Roster Cloud and UKG Pit Manager Cloud Subscription Services Availability
Exhibit 2 Customer Support Policy for UKG Virtual Roster Cloud and UKG Pit Manager

2073
Exhibit “C-1” UKG Services Descriptions
UKG Virtual Roster Cloud and UGK Pit Manager Cloud Services Description

2074

2075

2076

2077

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Exhibit “C-1” UKG Services Descriptions
UKG Webhooks Premium Services Description

2079
Exhibit “C-1” UKG Services Descriptions
UKG Webhooks Premium Services Description

2080
Exhibit “C-2” UKG Support Policy

2081
SaaS Support Policies and Services
FRENCH > GERMAN >
Customer Support Service Level Agreement for PRO,
DIMENSIONS, READY, and HRSD
UKG provides support for all customer environments on UKG Subscription Services. Configuration of new features may be subject to additional cost depending on complexity.

Priority Based Support
UKG provides support on a "priority" basis. As such, customers with the most critical request(s) will be serviced first, pursuant to the following UKG guidelines:

Priority Level Description Target
Response
Time
High
A critical Customer issue with no available workaround where the Subscription Services cannot be accessed, or where the Subscription Services are experiencing major system
degradation, such as:

Thirty (30) minutes
or immediately
via Rapid
Response
Exhibit “C-2” UKG Support Policy

2082
Priority Level Description Target
Response
Time
Cloud outage
Unable to sign-off time cards
Payroll data accuracy or unable to process payroll
Totals are not accurate
Unable to collect punches from terminals
Unable to access a critical function within the
Subscription Services
Medium
A serious Customer issue which impacts 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
One (1) business
hour or
immediately via
Rapid Response
Low
Non-critical Customer issue generally entailing 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?
Within two
business (2) hours
Service Coverage Period
UKG provides support 24 hours a day, seven days a week, 365 days a year, for high priority issues. UKG provides support during business hours for medium and low priority issues.

Support Language
Support is provided in English and may be provided in French, German and Spanish in some regions during local business hours.

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Support Exclusions
Support services do not include service to the Subscription Services resulting from, or associated with:

1. Failure to use the Subscription Services in accordance with UKG's published specifications;

2. Customer's end user computer or operating system malfunctions, including browser and internet connection, or failure of the internet;

3. Services required for Subscription Services programs or conversions from products or software not supplied by UKG; or

4. Implementation services, configuration changes, and custom reports.

Critical Outages
UKG will provide continuous effort on all high priority events through either bug identification, the development of a workaround, or problem resolution. If this effort goes beyond normal business hours, the case may be passed to the after-hours team. On-going continuous effort may also be dependent 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 the Subscription Services and staffed by UKG 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 for the fastest resolution time possible.

The teams are also integrated with the development engineering and cloud operations staff and engage their assistance and technical guidance when necessary and/or directly escalate depending on case severity and time to resolve considerations.

For situations that contain multiple cases, an account or relationship manager may be assigned to act as a single point of contact and communication regarding case resolution status, action plan development, resource integration and implementation co-ordination. The account or relationship manager remains engaged until the situation has been successfully remediated.

Management Escalation
Customers may, at any time, ask to speak to a UKG global support manager if they experience dissatisfaction with the level of service received with respect to a specific case or service in general. To contact a UKG global support manager, please telephone your UKG support services center and ask to speak to a manager. Phone numbers are listed on the UKG Community at https://community.kronos.com/s/article/KB13193.

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Remote Support
UKG utilizes a web-based screen-sharing tool of its choosing that enables UKG to support Customers by empowering our support representatives to remotely view the computer of a Customer’s user. By connecting through the internet or via intranets and extranets, support representatives will work in real time with Customer’s users and quickly escalate to desktop sharing, which features mutual mouse and keyboard control and whiteboard capability.

UKG Community
UKG provides Customers with access to the UKG Community, which includes access to how-to articles and discussion boards, as well as the ability to open support cases. The UKG Community helps Customers make the most of its UKG solutions by putting tools and resources at its fingertips in a collaborative, intuitive online space — a space that makes opening a case, accessing support, and viewing all Customer’s account information easier than ever. Streamlined and searchable, the information Customers need is just a click away.

Additional Support Options
As part of the Support Services, UKG may also provide:

UKG Onboarding Experience: Step-by-step guidance to assist Customer during onboard activities Success Manager: A UKG resource to provide guidance on best practices in using Subscription Services
Integration/API Support: Assistance with enhancing and updating existing APIs and integrations New Feature Review and Activation Assistance: Guidance on new features of Subscription Services and how to enable them
Industry Best Practices Review: Review configuration and use of Subscription Services against industry peers and provide recommendations
Configuration Review: Assistance with optimizing the use of Subscription Services based on your current usage patterns

2085
Exhibit “C-3” (also labeled as Exhibit 1): Acceptable Use Policy

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Exhibit “C-3” (also labeled as Exhibit 1): Acceptable Use Policy

2087

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Exhibit “C-3” Acceptable Use Policy

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Exhibit “C-3” Acceptable Use Policy
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.

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PROHIBITED USE DESCRIPTIONS AND EXAMPLES
(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.

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

2091

PROHIBITED USE DESCRIPTIONS AND EXAMPLES
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.

2092
Exhibit 2

EQUIPMENT ADDENDUM
This Equipment Addendum (“Addendum”) supplements the Agreement (as defined in the Order that incorporates this Addendum) by se�ng forth certain addi�onal terms and condi�ons 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 op�on where UKG ships a replacement unit on an advance exchange basis in accordance with the Sec�on 6 below. “Depot Repair Service” means the Equipment Support Services op�on where Customer has its own inventory of spare terminals and UKG repairs the terminal in accordance with Sec�on 6 below.
“Equipment” means UKG equipment such as �me clocks, that are included on the Order. “Equipment Descrip�on” means the supplemental terms atached hereto as Exhibits for purchased Equipment or Rental Equipment, as applicable. “Equipment Documenta�on” means Equipment specifica�ons, such as user manuals and administrator guides, published by UKG via the UKG community portal, accessible at htps://www.ukg.com/support.
“Equipment Support Services” means Equipment maintenance and support services op�on stated on the Order.

2. Purchase or Rental Equipment. Customer may purchase or rent Equipment from UKG and receive related Equipment Support Services if included on the Order. If Customer purchases Equipment, Exhibit A applies, and if Customer rents Equipment, Exhibit B applies.

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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, �tle, 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 Documenta�on, (ii) use UKG’s carrier of choice when shipping any Equipment, and ensure that Equipment returned to UKG is reasonably packaged to prevent damage in transit, and (iii) remove Customer Data from Equipment before sending Equipment to UKG. UKG reserves the right to delete Customer Data from Equipment that it receives from Customer.

Customer is solely responsible for the backup of Customer Data. Customer acknowledges and agrees that UKG shall have no liability for Customer’s failure to backup Customer Data.

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5.2 Returning Equipment. When returning Equipment as permited by the Addendum, Customer shall (i) request a Return Material Authoriza�on Number (“RMA”) from UKG and place the RMA conspicuously on the outside of the return shipping package; and (ii) promptly return any failed Equipment. Customer acknowledges that any batch shipping of Equipment will result in a longer turnaround �me and a surcharge to Customer.

5.3 Restrictions. In addition to the Use Restrictions set out in Section 2.2 of the Agreement, Customer will not, and will not cause or permit others to: (a) reverse engineer, disassemble, adapt, translate, or decompile the Equipment or any firmware component included with the Equipment, including, without limitation, any third party components, or otherwise attempt to derive source code, trade secrets, or knowhow from the Equipment, (b) probe, scan or test the vulnerability, or attempt to gain unauthorized access to the Equipment or its firmware, or (c) remove or alter any proprietary notices or marks on the Equipment or Documentation.

6. Support Services.

6.1 Descrip�on. UKG shall provide Equipment Support Services as set forth in the applicable Equipment Descrip�on for rented or purchased equipment atached hereto.

6.2. Support Process.
(a) Troubleshoo�ng and return. In the event of an Equipment issue covered by the Depot Exchange Service or the Depot Repair Service, Customer shall no�fy UKG of such issue in wri�ng and UKG will atempt to resolve the issue via remote support. However, if UKG deems an issue to require Equipment repair or replacement, UKG shall provide Customer with a RMA for such Equipment, and Customer will ship the applicable Equipment to UKG at a loca�on specified by UKG.
(b) Addi�onal terms for Depot Exchange Service. UKG will replace Equipment subject to Sec�on 6.2(a). UKG will ship such replacement Equipment to the address provided by Customer. Upon receipt of such replacement Equipment, Customer shall package the defec�ve Equipment using the materials provided by UKG for that purpose, display the RMA on the packaging in accordance with Sec�on 5.2 above, and promptly return the Equipment to UKG.

UKG may suspend the Depot Exchange Service if Customer does not return replaced Equipment to UKG within ten (10) business days of receiving the applicable replacement. In such event, UKG shall restore the service when Customer either (i) ships the replaced Equipment to UKG, or (ii) pays UKG the then-current UKG list price of the replaced Equipment.

For the avoidance of doubt, the Depot Exchange Service will not be extended or otherwise affected by such suspension.

2095
(c) Additional terms for Depot Repair Service. Subject to Section 6.2(a), Customer shall ship applicable Equipment to UKG. UKG will use reasonable efforts to repair the Equipment and ship it to Customer within ten (10) business days of receipt. (d) Device Software Maintenance. If Customer has active Device Software Maintenance, UKG will provide Customer with service packs for the applicable Equipment (which contain system updates) available for download at UKG’s community portal (“Equipment Service Packs”).

Customer is responsible for installing Equipment Service Packs. UKG may verify if Customer has downloaded any Equipment Service Packs to which Customer is not entitled. Device Software Maintenance is included with Depot Exchange and Depot Repair, however, if Device Software Maintenance is purchased alone it does not include any repair or exchange services. (e) Per-event Repair Service. Per-event rates apply to customers without an equipment support agreement. The Equipment will be returned by regular surface transportation. This service does not include Device Maintenance Software or Equipment Service Packs. Subject to Section 6.2(a), upon failure of installed Equipment, Customer shall ship such Equipment to UKG. UKG will attempt to repair any repairable defective item within fifteen (15) business days after receipt at the current per-event pricing.

6.3 Spare Equipment. For business continuity purposes, UKG recommends that Customer retains a sufficient number of spare Equipment, and it is Customer’s sole responsibility to retain such Equipment.

6.4 Exclusions. UKG is not liable for, and the Equipment Support Services do not include, the repair of damages, and Customer will not atempt to return damaged Equipment, resul�ng from:
(a) Any cause external to the Equipment including, but not limited to Force Majeure causes; (b) Customer’s failure to con�nually provide a suitable installa�on environment (as indicated in UKG’s published installa�on guidelines) including, but not limited to, adequate electrical power;
(c) Customer’s improper use, loca�on, packaging, refinishing, management, maintenance or supervision of the Equipment or other failure to use Product in accordance with the Equipment Documenta�on;
(d) Customer’s use of the Equipment for purposes other than those for which they are designed or the use of accessories or supplies not approved by UKG; (e) Government imposed sanc�ons, rules, regula�ons or laws preven�ng the shipment of the Equipment; or

2096
(f) Customer’s repair, atempted repair or modifica�on of the Equipment.

7. Export. Section 10.3 of the Agreement shall apply to the provision and use of Equipment under this Addendum.

8. Warran�es.

8.1 Equipment Support Services. UKG warrants that all Equipment Support Services performed under this Addendum will be performed in a good and professional manner.

8.2 Equipment Service Packs. UKG warrants that all Equipment Service Packs provided under this Addendum shall materially perform in accordance with the applicable Equipment Documenta�on for ninety (90) days a�er download by Customer, provided that Customer’s use, installa�on and maintenance thereof conforms to the Equipment Documenta�on.

8.3 Remedies. To the extent permited by Applicable Law, Customer’s exclusive remedies for any breach of UKG’s warran�es outlined in this Addendum shall be, at UKG’s op�on, the repair or replacement of the applicable Equipment Service Pack(s) or firmware update(s).

8.4 Disclaimer. Sec�on 6.4 of the Agreement shall apply to the provision of Equipment under this Addendum. References to Services in such Sec�on 6.4 shall be taken to mean Equipment for the purposes of this Addendum.

8.5 Customer Warranty. Customer warrants that it has obtained all the informa�on it requires to fully evaluate the Equipment and determine that the Equipment is suited to its organiza�on, needs and objec�ves. All Equipment will be supplied based upon the informa�on provided by Customer or on behalf of Customer to UKG. Customer is responsible to provide all such informa�on in a �mely, complete and accurate manner. Customer will be responsible for any adverse effect that any Customer delay or instruc�on may have on the supply and opera�on of the Equipment.

9. Limita�on of Liability.

9.1 Monetary Cap. THE TOTAL AGGREGATE LIABILITY OF UKG IN CONNECTION WITH THIS ADDENDUM WILL BE LIMITED TO ACTUAL AND DIRECT DAMAGES PROVEN BY CUSTOMER. FOR RENTAL EQUIPMENT, UKG’S TOTAL AGGREGATE LIABILITY FOR ANY AND ALL CLAIMS IN

CONNECTION WITH ANY SUCH EQUIPMENT WILL NOT EXCEED THE AMOUNT OF TOTAL NET PAYMENTS RECEIVED BY UKG FOR THE APPLICABLE EQUIPMENT IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE IN WHICH THE DAMAGES ARISE. FOR PURCHASED EQUIPMENT, UKG’S TOTAL AGGREGATE LIABILITY FOR ANY AND ALL CLAIMS IN CONNECTION

WITH ANY SUCH EQUIPMENT WILL NOT EXCEED THE AMOUNT OF TOTAL NET PAYMENTS RECEIVED BY UKG FOR THE APPLICABLE EQUIPMENT FROM WHICH THE DAMAGES ARISE. UKG’S

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TOTAL AGGREGATE LIABILITY FOR EQUIPMENT SUPPORT SERVICES AND EQUIPMENT SERVICE PACKS IS SUBJECT TO SECTION 9 OF THE AGREEMENT.

9.2 Exclusion of Damages. UKG WILL NOT BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES; FOR THE COST OF ACQUIRING SUBSTITUTE OR REPLACEMENT OF EQUIPMENT OR SERVICES; OR FOR ANY LOST OR IMPUTED PROFITS OR

REVENUES, BUSINESS INTERRUPTION, LOST GOODWILL, OR LOST DATA RESULTING FROM OR RELATED TO THIS ADDENDUM, HOWEVER CAUSED.

9.3 Applicability of Limita�ons. THESE LIMITATIONS APPLY FOR ANY REASON, REGARDLESS OF

ANY LEGAL THEORY AND FOR WHATEVER REASON LIABILITY IS ASSERTED, EVEN IF UKG HAS

KNOWLEDGE OF THE POSSIBILITY OF SUCH DAMAGES AND WHETHER OR NOT SUCH DAMAGES ARE FORESEEABLE. INSOFAR AS APPLICABLE LAW PROHIBITS ANY LIMITATION ON LIABILITY

HEREIN, THE PARTIES AGREE THAT SUCH LIMITATION WILL BE AUTOMATICALLY MODIFIED, BUT ONLY TO THE EXTENT SO AS TO MAKE THE LIMITATION COMPLIANT WITH APPLICABLE LAW. THE

PARTIES AGREE THAT THE LIMITATIONS ON LIABILITIES SET FORTH HEREIN ARE AGREED

ALLOCATIONS OF RISK AND SUCH LIMITATIONS WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
10 Finger Scan (FS) and Facial Recogni�on (FR) Equipment.

10.1 FS/FR Warranty. For Customer’s use of Equipment containing finger scan sensor and/or facial recogni�on technology (“FS/FR Equipment”), Customer has the op�on to configure the FS/FR Equipment se�ngs to capture or not, and to provide the op�on to its employees. Customer warrants that it will assess and will maintain its compliance with all applicable biometric privacy laws with respect to its use of FS/FR Equipment (including but not limited to undertaking a legi�mate interest assessment, where required). If required by law, Customer further warrants that prior to using finger scan sensor and/or facial recogni�on technology in FS/FR Equipment it shall, where applicable : (i) obtain signed releases from employees consen�ng to the use of the applicable FS/FR Equipment for employee �mekeeping purposes (where appropriate); (ii) issue policies to their employees and the public regarding its reten�on and destruc�on of the finger scan or facial recogni�on data, and (iii) shall expressly apply any releases, consents, or policies required by applicable law to UKG, its affiliates and its authorized subcontractors.

10.2 FS/FR Responsibility. CUSTOMER AGREES TO BE RESPONSIBLE FROM ANY AND ALL

DAMAGES, LOSSES, LIABILITIES, COSTS, PENALTIES, AND FINES ACTUALLY AWARDED TO A THIRD PARTY AS A RESULT OF SUCH A FS/FR EQUIPMENT CLAIM. UPON RECEIPT OF NOTICE OF SUCH AN

EQUIPMENT CLAIM, UKG SHALL BE ENTITLED TO PARTICIPATE IN THE DEFENSE OF SUCH CLAIM

AND TO EMPLOY COUNSEL AT ITS OWN EXPENSE TO ASSIST IN THE HANDLING OF SUCH CLAIM, ON A MONITORING AND A NON-CONTROLLING BASIS; (II) CUSTOMER SHALL NOT SETTLE ANY

2098

EQUIPMENT CLAIM ON ANY TERMS OR IN ANY MANNER THAT ADVERSELY AFFECTS THE RIGHTS OF UKG WITHOUT ITS PRIOR WRITTEN CONSENT; AND (III) UKG SHALL PROVIDE REASONABLE COOPERATION AND ASSISTANCE AT CUSTOMER’S SOLE COST AND EXPENSE.

2099
Exhibit A
Purchased Equipment Descrip�on
This Purchase Equipment Descrip�on is supplemental to the Equipment Addendum and contains addi�onal or different terms with respect to the purchase of Equipment and related Support Services by Customer.

1. Defini�ons.

In this Exhibit A, capitalized terms shall have the meanings set out below:
“Ini�al Term” – means the ini�al billing term of the Equipment Support Service as set forth in Sec�on 4.2 below.
“Renewal Term” – means the renewal billing term of the Equipment Support Service as set forth in Sec�on 4.2 below.
“Term” – means the Ini�al Term and any Renewal Terms, together.

2. Invoicing of Purchased Equipment and Support Services. UKG shall invoice Customer for purchased Equipment and Equipment Support Services upon shipment of such purchased Equipment.

3. Renewal and Termination.

3.1 Upon expiry of the Ini�al Term, the term of the Equipment Support Services will renew for successive Renewal Terms unless either Party no�fies the other in wri�ng of its intent not to renew at least thirty (30) days prior to expiry of the then-current Ini�al Term or a Renewal Term.

3.2 The fees for Equipment Support Services may change on the commencement of each applicable Renewal Term, provided that UKG gives Customer at least thirty (30) days’ prior writen no�ce of such change through the renewal quote or invoice, and the fees for the same quan�ty of such Equipment and the same Equipment Support Service may increase as set forth in the Order over the previous year. The increased fees will be set forth in the applicable invoice.

4. Support Services.

4.1 Op�on. Customer may purchase the following Equipment Support Services packages:
(a) Depot Exchange Service;
(b) Depot Repair Service; or

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(c) Device Software Maintenance.

Each package includes access to UKG online and phone support services. All Equipment of the same type, including spare Equipment (described in Section 6.3 of the Addendum), must be covered by the same Equipment Support Services package. If Customer requests Equipment support from UKG for Equipment not covered by Equipment Support Services, UKG’s perevent rates will apply.

4.2 Term. Unless expressly agreed by the Par�es in wri�ng, the Ini�al Term and each Renewal Term of Equipment Support Services for purchased Equipment is one (1) year, with the Ini�al Term commencing upon the expira�on of the warranty period described in Sec�on 5 below and the Renewal Term commencing on the expiry of the Ini�al Term or the previous Renewal Term.

5. Warranty. Unless otherwise expressly agreed in wri�ng, UKG warrants that purchased Equipment, under normal usage and with regular recommended Equipment Support Service, shall be free from defects in materials and workmanship, as set forth in the Equipment Documenta�on, for a period of ninety (90) days from the date of delivery of the purchased Equipment. This warranty is provided to Customer only, and does not apply to any Equipment:
(a) damage or malfunc�on resul�ng from misuse, neglect, tampering, modifica�on or replacement of any UKG components on any boards supplied with the Equipment, unusual physical or electrical stress, or any other cause besides normal and intended use; (b) use, installa�on or maintenance by Customer that does not conform to the applicable Equipment Documenta�on; or (c) malfunc�ons resul�ng from the use of a badge not approved by UKG.

UKG’s en�re liability for a breach of this warranty shall be for UKG, at its op�on and cost, to repair or replace the affected Equipment, and, if UKG is unable to repair or replace within a reasonable �me, then upon return of such Equipment to UKG, UKG will refund the amount Customer paid for the affected Equipment as depreciated on a straight-line basis over a five (5) year period.

2101
Exhibit B
Equipment Rental Descrip�on
This Equipment Rental Descrip�on is supplemental to the Equipment Addendum and contains addi�onal or different terms with respect to Equipment rented by Customer.

1. Defini�ons.

In this Exhibit B, capitalized terms shall have the meanings set out below:
“Billing Start Date” – means the date Equipment Rental Fees begin to accrue, as set forth on the Order.
“Billing Frequency” – means the invoice frequency of Equipment Rental Fees, as set forth on the Order.
“Equipment Rental Fees”– means the fees payable to UKG for rented Equipment, as applicable that are set forth on the Order.
“Ini�al Term” – means the ini�al billing term of the rented Equipment as set forth on the Order which commences on the Billing Start Date.
“Renewal Term” – means the renewal billing term of the rented Equipment as set forth on the Order.
“Term” – means the Ini�al Term and any Renewal Terms, together.

2. Payment and Invoicing.

UKG shall invoice Customer on the Billing Frequency indicated on the Order. The billing period of the Equipment Rental Fees will start on the Billing Start Date and will con�nue for the Ini�al Term. The Equipment Rental Fees include the cost of the Depot Exchange Service (as described below) for such Equipment.

3. Renewal and Return

3.1 On expiry of the Ini�al Term and expiry of each Renewal Term, each as indicated on the Order, the Term of the rented Equipment will automa�cally renew for the dura�on indicated on the Order as the Renewal Term unless either Party no�fies the other in wri�ng of its intent not to renew at least thirty (30) days prior to expiry of the then-current Ini�al Term or a Renewal Term.

3.2 The fees for rented Equipment may increase on the commencement of each applicable Renewal Term, provided that UKG gives Customer at least thirty (30) days’ prior writen no�ce

2102
of such change through the renewal quote or invoice. The fees for the same quan�ty of such Equipment may increase over the previous year as set forth in the Order. The increased fees will be set forth in the applicable invoice.

3.3 Within thirty (30) days of the date of termina�on or expira�on of the Term, Customer shall, at Customer’s expense, return all rented Equipment to UKG in the same condi�on as it was in when originally received by Customer, reasonable wear and tear excepted. Customer shall pay UKG the then-current list price of any rented Equipment that Customer fails to return as required under this Addendum.

4. Ownership. Rented Equipment is and shall remain the sole and exclusive personal property of UKG and will not become a fixture if atached to other equipment or real property. Customer shall not do or allow to occur anything which might adversely affect UKG’s right, �tle or interest in the Equipment. Customer shall not sell or otherwise encumber rented Equipment and shall not make any altera�ons or remove rented Equipment from the place where such Equipment is originally installed without UKG’s prior writen consent.

5. Support Services. The Depot Exchange Service applies to all rented Equipment at no addi�onal cost.

6. Warranty. Unless otherwise expressly agreed in wri�ng, rented Equipment is provided “AS IS” with all faults UKG’s sole obliga�on for defec�ve equipment shall be for UKG, at its op�on and cost, to repair or replace the affected Equipment, and, if UKG is unable to repair or replace within a reasonable �me, then upon return of such Equipment to UKG, UKG will refund prepaid rental fees made by the Customer for use of affected Equipment a�er such return date.

2103
Exhibit “C-4” (also labeled as Exhibit 2): US Data Protection Addendum

2104
Exhibit “C-4” (also labeled as Exhibit 2): US Data Protection Addendum

2105

2106

2107

2108
Exhibit “C-5” (also labeled Schedule 1): Details of Processing of Customer Personal Data

2109
Exhibit “C-5” (also labeled Schedule 1): Details of Processing of Customer Personal Data

2110
Exhibit “C-6” (also labeled Schedule 2): Technical and Organizational Measures

2111
Exhibit “C-6” (also labeled Schedule 2): Technical and Organizational Measures

2112

2113

2114
Exhibit “C-7” Supplement to UKG DPA for UKG Other Products and Services

2115

Supplement to UKG DPA for UKG Other Products and Services This Supplement to UKG DPA located at https://www.ukg.com/ukg-unified-dpa (“DPA”) is by and between the UKG entity as the Processor of Customer Personal Data (“UKG”) set forth in the Order or Statement of Work that references UKG Master Services Agreement (“Agreement”) and the person or entity that is named on such Order or Statement of Work on behalf of itself and Customer Affiliates as the Controller of Customer Personal Data (“Customer”).

WHEREAS, Customer has ordered UKG Other Products and Services (as defined in the DPA), the parties agree that the following provisions will apply with respect to the Processing of Customer Personal Data provided or accessed through the UKG Other Products and Services.

NOW THEREFORE, in consideration of the mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree to modify the terms of the DPA with respect to the UKG Other Products and Services as follows:

1. Subprocessors. For purposes of the UKG Other Products and Services, the list of UKG Subprocessors here shall be supplemented by the Subprocessors set out in the Order Form or Statement of Work.

2. Technical and Organizational Measures. The following Technical and Organizational Measures are applicable to UKG Other Products & Services.

2.1. Entity Controls: 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.

2.2. 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) Segregation of Customer Data: UKG shall provide appropriate security controls and segmentation methods to protect and isolate Customer Data from other tenants.
e) Encrypted Data Transfers: Customer Data input into the Services shall be secured using an industry standard protocol, such as Transport Layer Security (TLS).

Exhibit “C-7” Supplement to UKG DPA for UKG Other Products and Services

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f) Encrypted Data Storage: UKG shall encrypt Customer Data using industry standard technology, such as AES-256 encryption standard for data at rest.
g) 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. h) 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. i) 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. j) 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.

2.3. 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.

2.4. 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 Data has occurred, UKG agrees to notify Customer, in accordance with the terms of the Agreement or per Applicable Law. 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.

2.5. Disaster Recovery: UKG shall maintain a Disaster Recovery plan.

2.6. Business Continuity: UKG shall maintain a plan for returning to operation in the event of a disaster.

Except as set forth in this Supplement, the DPA is unaffected and shall continue in full force and effect in accordance with its terms. If there is conflict between this Supplement and the DPA, the terms of this Supplement will prevail, but only as applied to the UKG Other Products and Services.

2117
Exhibit “C-8” (also labeled Exhibit 3) Equipment Addendum

2118
Exhibit “C-8” (also labeled Exhibit 3) Equipment Addendum

2119

2120

2121

2122
Exhibit “C-8” (also labeled Exhibit 3) Equipment Addendum Exhibit 3 A Purchased Equipment Description

2123
Exhibit “C-8” (also labeled Exhibit 3) Equipment Addendum Exhibit 3 A Purchased Equipment Description

2124
Exhibit “C-8” (also labeled Exhibit 3) Equipment Addendum Exhibit 3 B Equipment Rental Description

2125
Exhibit “C-8” (also labeled Exhibit 3) Equipment Addendum Exhibit 3 B Equipment Rental Description

2126
Exhibit “D” UKG Perpetual Software Terms and Conditions Contract

2127
Exhibit “D-1” UKG Perpetual Software Commercial Terms and Conditions

2128
1 UKG PERPETUAL SOFTWARE COMMERCIAL TERMS AND CONDITIONS (2024.08.02)

UKG TERMS
A PARTICIPATING PUBLIC AGENCY (“CUSTOMER”), BY SIGNING AN ORDER FORM OR PURCHASE ORDER WITH UKG Kronos Systems LLC (“UKG”), AGREES TO THE APPLICATION OF THESE TERMS AND CONDITIONS FOR PERPETUAL SOFTWARE LICENSE,

SOFTWARE SUPPORT SERVICES AND RELATED PROFESIONAL SERVICES OFFERINGS SET FORTH ON SUCH ORDER FORM (OR PURCHASE ORDER) WHICH REFERENCES THESE TERMS AND CONDITIONS.

SECTION A: GENERAL TERMS AND CONDITIONS. This Section apply for all transactions.

SECTION B: TERMS AND CONDITIONS FOR SOFTWARE LICENSES, SOFTWARE AND EQUIPMENT SUPPORT SERVICES, AND EDUCATIONAL AND PROFESSIONAL SERVICES. This Section apply for all transactions except Workforce Ready and the Workforce Central SaaS offering ( not including the professional and educational services governed by this Section).

SECTION A: GENERAL TERMS AND CONDITIONS

1. APPLICATION OF THESE TERMS
These terms and conditions apply to each order accepted by UKG Kronos Systems LLC (“UKG”) from an eligible Participating Public Agency (“Customer”) for all Software, Professional and Educational Services, Support and such other Kronos offerings, as specified on an order form (an “Order”).

In addition to the terms set forth in this Section A: General Terms and Condition and Section B shall apply to the Software licenses and purchased Equipment, support services, and professional and educational services.

All orders are subject to the approval of UKG. This Agreement and the Order Form shall supersede the pre-printed terms of any Customer purchase order or other Customer ordering document, and no such Customer pre-printed terms shall apply to the items ordered.

2. APPLICABLE LAWS
This Agreement shall be governed by the state law in which Customer is based, provided however, if such jurisdiction has adopted the Uniform Computer Information Transactions Act (UCITA), or such other similar law, the parties expressly agree to "opt-out" of and not be governed by UCITA or such other similar law. The parties waive the application of the United Nations Commission on International Trade Law and United Nations Convention on Contracts for the International Sale of Goods as to the interpretation or enforcement of this Agreement.

3. EXPORT
Customer acknowledges that the Equipment and Software may be restricted by the United States Government or by the country in which the Equipment or Software is installed from export to certain countries and certain organizations and individuals, and agrees to comply with such laws.

Customer agrees to comply with all applicable laws of all of the countries in which the Equipment and Software may be used by Customer.

Customer’s obligations hereunder shall survive the termination or expiration of the Order Form. Customer must obtain UKG prior written consent before exporting the Software.

4. CONFIDENTIAL INFORMATION
“Confidential Information" is defined as information that is: i) disclosed between the parties after the date of this Agreement that is considered confidential or proprietary to the disclosing party; and ii) identified as “confidential” at the time of disclosure, or would be reasonably obvious to the receiving party to constitute confidential information because of legends or other markings, by the circumstances of disclosure or the nature of the information itself.

Additionally, Customer acknowledges and agree that the Software (and Software documentation), and the Specifications shall be deemed to be UKG’ Confidential Information and trade secret. Each party shall protect the Confidential Information of the other party with at least the same degree of care and confidentiality, but not less than a reasonable standard of care, which such party utilizes for its own information of similar character that it does not wish disclosed to the public. Neither party shall disclose to third parties (except the parent company or the wholly owned subsidiaries of the receiving party who have a need to know) the other party’s Confidential Information, or use it for any purpose not explicitly set forth herein, without the prior written consent of the other party. Notwithstanding the foregoing, a party may disclose Confidential Information to the extent required: (a) to any subsidiary or affiliate of such Party, or (b) to any consultants, contractors, and counsel who have a need to know in connection with the Agreement and who are under obligations of non-disclosure agreement at least as stringent as this section 4, or (c) by law (including the applicable public record laws), or by a court or governmental agency, or if necessary in any proceeding to establish rights or obligations under the Agreement; provided, the receiving party shall, unless legally prohibited, provide the disclosing party with reasonable prior written notice sufficient to permit the disclosing party an opportunity to contest such disclosure. If a party commits, or threatens to commit, a breach of this Section 4, the other party shall have the right to seek injunctive relief from a court of competent jurisdiction. The obligation of confidentiality shall survive for three (3) years after the disclosure of such Confidential Information.

This Agreement imposes no obligation upon either party with respect to the other party’s Confidential Information which the receiving party can establish by legally sufficient evidence: (a) was rightfully possessed by the receiving party without an obligation to maintain its confidentiality prior to receipt from the disclosing party, (b) is generally known to the public without violation of this Agreement; (c) is obtained by the receiving party in good faith from a third party having the right to disclose it without an obligation with respect to confidentiality; (d) is independently developed by the receiving party without use of the disclosing party’s confidential information, which can be shown by tangible evidence.

5. TAXES
If Customer presents to UKG a validly issued tax-exempt certificate, or other sufficient evidence of tax exemption, Customer shall not be liable for those taxes for which Customer is exempt. Otherwise, Customer agrees to pay all other applicable duties and customs fees relating to this Agreement , as well as all taxes levied or based on the products, services or other charges hereunder, including federal, state and local sales and excise taxes, and any taxes or amount in lieu thereof paid or payable by UKG, exclusive of taxes based on UKG net income or business privilege.

Exhibit “D” UKG Perpetual Software Terms and Conditions Contract Exhibit “D-1” UKG Perpetual Software Commercial Terms and Conditions

2129
2 6. TRAVEL EXPENSES
Customer agrees to reimburse UKG for all pre-approved, reasonable and necessary travel incurred by UKG in the performance of its obligations under this Agreement provided that such travel complies with the then current UKG Travel and Expense Policies (such policies are available upon request) or such other mutually agreed policies or mutually agreed between the parties in the statement of work. Customer further agrees to pay any travel expenses such as airfare, lodging, meals and local transportation, incurred by UKG in the performance of its obligations under this Agreement provided such expenses comply with the Agreement. Customer will be billed by UKG for such travel expenses and payment thereof shall be due net

30. 7. GENERAL
(a) The invalidity or illegality of any provision of this Agreement shall not affect the validity of any other provision. The parties intend for the remaining unaffected provisions to remain in full force and effect. (b) Customer shall not assign this Agreement or the license to the Software without the prior written consent of UKG and any purported assignment, without such consent, shall be void.
(c) Neither Party shall be responsible for any failure to perform or delay in performing any of its obligations under this Agreement (other than a failure to comply with payment obligations) where and to the extent that such failure or delay results from an unforeseeable event beyond a party’s reasonable control, including but not limited to, acts of war; acts of nature; earthquake; flood; embargo; riot; sabotage; labor shortage or dispute; changes in government codes, ordinances, laws, rules, regulations or restrictions; failure of the Internet; terrorist acts; failure of data, products or services controlled by any third party, including the providers of communications or network services; utility power failure; material shortages or unavailability or other delay in delivery not resulting from the responsible party’s failure to timely place orders therefor, or lack of or delay in transportation (each a “Force Majeure Event”).
(d) All notices given under this Agreement shall be in writing and sent postage pre-paid, if to UKG, to the UKG address on the Order Form, or if to Customer, to the billing address on the Order Form.
(e) The section headings herein are provided for convenience only and have no substantive effect on the construction of this Agreement. (f) The parties agree that the Order signed by both parties and expressly reference this Agreement, which is delivered via fax or electronically delivered via email it shall constitute a valid and enforceable agreement. (g) This Agreement and any information expressly incorporated herein (including information contained in any referenced URL), together with the applicable Order Form, constitute the entire agreement between the parties for the products and services described herein and supersede all prior or contemporaneous representations, negotiations, or other communications between the parties relating to the subject matter of this Agreement.

This Agreement may be amended only in writing signed by authorized representatives of both parties. Customer understands and acknowledges that while UKG may disclose to customers certain confidential information regarding general product development direction, potential future products and/or product enhancements under consideration, Customer is not entitled to any products or product enhancements other than those contained on the Order Form. Customer has not relied on the availability of any future version of the Software or Equipment identified on an Order Form, nor any other future product in executing this Agreement.
(h) Use, duplication, or disclosure by the United States Government is subject to restrictions as set forth in subparagraph (c) (1) (ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013, or subparagraph (c)(1)(2) of the Commercial Computer Software Restricted Rights clause at FAR 52.227-19, as applicable. Manufacturer/distributor is UKG Incorporated, 297 Billerica Road, Chelmsford, MA. (i) The JBoss® Enterprise Middleware components embedded in the Software are subject to the End User License Agreement found at http://www.redhat.com/licenses/jboss_eula.html. (j) Customer may pay an invoice by credit card if the amount is not greater than $50,000.00. (k) UKG agrees to comply with any applicable federal, state and local laws and regulations. (l) Additionally, UKG agrees to be liable for tangible property damage or personal injury to the extent caused by the negligence or willful misconduct of its employees.

SECTION B

TERMS AND CONDITIONS FOR SOFTWARE LICENSES, SOFTWARE SUPPORT SERVICES,

AND EDUCATIONAL AND PROFESSIONAL SERVICES
This Section B applies to Software licensed, Equipment purchased, support services for Software and Equipment, and educational and professional services, when such items are identified on the Order which expressly references this Agreement.

1. PAYMENT AND DELIVERY
Unless otherwise set forth in this Agreement, payment terms are indicated on the Order Form or other contemporaneous ordering document containing product-specific payment terms signed by the parties. Delivery terms are as stated on the Order Form (“Delivery”). UKG will invoice Customer for products upon Delivery. Unless otherwise set forth on the Order Form, Professional and Educational Services are provided on a time and materials basis, invoiced monthly as rendered.

2. GENERAL LICENSE TERMS
UKG owns or has the right to license the Software. The Software and Software documentation are confidential and may not be disclosed to a third party without UKG’ written consent. The Software contains proprietary trade secret technology. Unauthorized use and copying of such Software is prohibited by law, including United States and foreign copyright law. The price Customer pays for a copy of the Software constitutes a license fee that entitles Customer to use the Software as set forth below. UKG grants to Customer a non-exclusive, nontransferable, perpetual (except as provided herein) license to use the Software. This license may be terminated by UKG by written notice to Customer upon any material breach of this Agreement by Customer which remains uncured for a period of thirty (30) days after such written notice from UKG. Upon such termination of this license by UKG, Customer will have no further right to use the Software and will return the Software media to UKG and destroy all copies of the Software (and related documentation) in Customer’s possession or control. This license is subject to all of the terms of this Section B.

3. FEE BASED LIMITATIONS
Customer recognizes and agrees that the license to use the Software is limited, based upon the amount of the license fee paid by Customer.

Limitations, which are set forth on the Order Form, may include the number of employees, simultaneous or active users, Software product modules, Software features, computer model and serial number and partition, and/or the number of telephone lines or terminals to which the Software is permitted to be connected. Customer agrees to: i) use the Software only for the number of employees, simultaneous or active users, computer model, partition and serial number, and/or terminals permitted by the applicable license fee; ii) use only the product modules and/or features

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3 permitted by the applicable license fees; and iii) use the Software only in support of Customer’s own business. Customer agrees not to increase the number of employees, simultaneous or active users, partitions, terminals, products modules, features, or to upgrade the model, as applicable, unless and until Customer pays the applicable fee for such increase/upgrade. Customer may not relicense or sublicense the Software to, or otherwise permit use of the Software (including timesharing or networking use) by any third party. Customer may not provide service bureau or other data processing services that make use of the Software without the express prior written consent of UKG.

4. OBJECT CODE ONLY
Customer may use the computer programs included in the Software (the “Programs”) in object code form only, and shall not reverse compile, disassemble or otherwise convert the Programs into uncompiled or unassembled code. The Programs include components owned by third parties.

Such third party components are deemed to be Software subject to this Section B. Customer shall not use any of the Programs (or the data models therein) except solely as part of and in connection with the Software and as described in the published documentation for such Software.

5. PERMITTED COPIES
Customer may copy the Programs as reasonably necessary to load and execute the Programs and for backup and disaster recovery and testing purposes only, except for additional copies of the Teletime Software and the UKG iSeries (which must be licensed separately). All copies of the Programs or any part thereof, whether in printed or machine readable form and whether on storage media or otherwise, are subject to all the terms of this license, and all copies of the Programs or any part of the Programs shall include the copyright and proprietary rights notices contained in the Programs as delivered to the Customer.

6. UPDATES
In the event that UKG supplies Service Packs, Point Releases and Major Releases (including legislative updates if available) of the Software (collectively referred to as “Updates”), such Updates shall be part of the Software and the provisions of this license shall apply to such Updates and to the Software as modified thereby.

7. ACCEPTANCE
For Customer’s initial purchase of each Equipment and Software product UKG shall provide an acceptance test period (the “Test Period”) that commences upon Installation. Installation shall be defined as: a.) the Equipment, if any, is mounted; b.) the Software is installed on Customer’s server(s); and c.) implementation team training, if any, is complete. During the Test Period, Customer shall determine whether the Equipment and Software meet the UKG published electronic documentation, ("Specifications").

The Test Period shall be for 30 days. If Customer has not given UKG a written deficiency statement specifying how the Equipment or Software fails to meet the Specifications (“Deficiency Statement”) within the Test Period, the Equipment and Software shall be deemed accepted. If Customer provides a Deficiency Statement within the Test Period, UKG shall have 30 days to correct the deficiency, and Customer shall have an additional 30 days to evaluate the Equipment and Software. If the Equipment or Software does not meet the Specifications at the end of the second 30 day period, either Customer or UKG may terminate this Agreement. Upon any such termination, Customer shall return all Equipment and Software (and related documentation) to UKG, and UKG shall refund any monies paid by Customer to UKG for the returned Equipment and Software. Neither party shall then have any further liability to the other for the products that were the subject of the Acceptance Test.

8. LIMITED WARRANTY
UKG warrants that all UKG Equipment and Software media shall be free from defects in materials and workmanship, for a period of ninety (90) days from Delivery. In the event of a breach of this warranty, Customer’s remedy shall be UKG’ repair or replacement of the deficient Equipment and/or Software media, at UKG’ option, provided that Customer’s use, installation and maintenance thereof have conformed to the Specifications. This warranty is extended to Customer only and shall not apply to any Equipment (or parts thereof) or Software media in the event of:
(a) damage, defects or malfunctions resulting from misuse, accident, neglect, tampering, (including modification or replacement of any UKG components on any boards supplied with the Equipment), unusual physical or electrical stress or causes other than normal and intended use; (b) failure of Customer to provide and maintain a suitable installation environment, as specified in the Specifications; or (c) malfunctions resulting from the use of badges or supplies not approved by UKG.

When using and applying the information generated by UKG products, Customer is responsible for ensuring that Customer complies with requirements of federal and state law where applicable. If Customer is licensing Workforce Payroll Software or Workforce Absence Management Software: (i) Customer is solely responsible for the content and accuracy of all reports and documents prepared in whole or in part by using such Software, (ii) using such Software does not release Customer of any professional obligation concerning the preparation and review of such reports and documents, (iii) Customer does not rely upon UKG, Best Software, Inc. or such Software for any advice or guidance regarding compliance with federal (and state laws where applicable) or the appropriate tax treatment of items reflected on such reports or documents, and (iv) Customer will review any calculations made by using such Software and satisfy itself that those calculations are correct.

9. PROFESSIONAL AND EDUCATIONAL SERVICES
(a) ENGAGEMENTS
Unless otherwise indicated on the Order, Professional and Educational Services (“Professional Services”) shall be provided on a time and material basis and described in a statement of work. If a dollar limit is stated in the Order Form or any associated statement of work (“SOW”), the limit shall be deemed an estimate for Customer's budgeting and UKG' resource scheduling purposes. After the dollar limit is expended, UKG will continue to provide Professional Services on a time and materials basis, if a Change Order or Schedule of Services for continuation of the Professional Services is signed by both parties.
(b) WARRANTY
UKG warrants that all professional and educational services performed under this Agreement shall be performed in a professional and competent manner. In the event that UKG breaches this warranty, and Customer so notifies UKG within 30 days of receipt of invoice for the applicable services, the Customer’s remedy and UKG’ liability shall be to re-perform the services which were deficient in a manner so as to conform to the foregoing warranty, at no additional cost to Customer.
(c) UKG PROFESSIONAL/EDUCATIONAL SERVICES POLICIES
UKG’ then-current Professional/Educational Services Policies shall apply to all Professional and/or Educational Services purchased under the applicable SOW.

10. SOFTWARE SUPPORT SERVICES

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4 The following terms and conditions shall govern the Software support services provided by UKG to Customer.

10.1 SUPPORT OPTIONS
Customer may select from the following Software support purchase options: Gold (or Gold Plus) and Platinum (or Platinum Plus) support (“Service Type”), each providing different service coverage periods and/or service offerings, as specified herein (“Service Offerings”) and in the UKG Support Service Policies (defined below). Customer must purchase the same Service Type for all of the Software specified on the Order Form, (however, if Customer is purchasing support services for Visionware Software, Customer may only purchase Gold Service Type for the Visionware Software).

All Updates shall be provided via remote access.

10.2 TERM OF SOFTWARE SUPPORT
Unless otherwise indicated on the Order Form, support service shall commence on the Software Delivery date and shall continue for an initial term of one (1) year. Support service may be renewed for additional one (1) year terms on the anniversary date of its commencement date by mutual written agreement of the parties or by UKG sending Customer an invoice for the applicable renewal term and Customer paying such invoice prior to the commencement of such renewal term. After the one year initial term of this Agreement, the Service Offerings provided and the Service Coverage period are subject to change by UKG with sixty (60) days advance written notice to Customer. For the initial two (2) renewal years the annual support fee, for the same products and service type, will not increase by more than 4% over the prior year’s annual support fee.

10.3 GOLD SERVICE OFFERINGS
Customer shall be entitled to receive:
(i) Updates for the Software (not including any Software for which UKG charges a separate license fee), provided that Customer’s operating system and equipment meet minimum system configuration requirements, as reasonably determined by UKG. If Customer requests UKG to install such Updates or to provide retraining, Customer agrees to pay UKG for such installation or retraining at UKG’ pricing set forth in this Agreement. (ii) Telephone and/or electronic access to the UKG Global Support Center for the logging of requests for service during the Service Coverage Period.

The Service Coverage Period for the Gold Service Offering is 8:00 a.m. to 8:00 p.m., local time, Monday through Friday, excluding UKG holidays. (iii) Web-based support including access to Software documentation, FAQ’s, access to UKG knowledge base, Customer forums, and e-case management. Such offerings are subject to modification by UKG. Current offerings can be found at https://www.ukg.com/support-policies-andservices . (iv) Web-based remote diagnostic technical assistance which may be utilized by UKG to resolve Software functional problems and user problems during the Service Coverage Period.
(v) Access to specialized content as and when made available by UKG such as technical advisories, learning quick tips, brown bag seminars, technical insider tips, SHRM e-Learning, HR Payroll Answerforce and service case studies.

10.4 PLATINUM AND PLUS SERVICE OFFERINGS:

Platinum: In addition to the Service Offerings specified for the Gold Service Offering above, the Service Coverage Period for the Platinum Service Offering is 24 hours a day, seven days a week, 365 days a year.

Plus option: In addition to the Service Offerings specified for the Gold Service Offering above, Customers purchasing the Plus option shall receive the services of a dedicated, but not exclusive, UKG Technical Account Manager (“TAM”) for one production instance of the Software. Customers purchasing the Gold-Plus option shall designate up to one primary and one secondary backup technical contacts (“Technical Contacts”) to be the sole contacts with the TAM, while Customers purchasing the Platinum-Plus option shall designate up to two primary and three secondary backup Technical Contacts. Upon request, Customer may designate additional and/or backup Technical Contacts. Customer is required to place all primary Technical Contacts through UKG product training for the Software covered under this Section B at Customer’s expense.

Customers purchasing the Platinum-Plus option shall also receive a one day per year visit to be performed at the Customer location where the Software is installed. During this onsite visit, UKG shall work with Customer to identify ways to help Customer increase functionality or maximize utilization of the Software in Customer’s specific environment. Customer must be utilizing the then-current version of the Software.

10.5 PAYMENT
Customer shall pay annual support charges for the initial term in accordance with the payment terms on the Order Form and for any renewal term upon receipt of invoice. Customer shall pay additional support charges, if any, and time and material charges upon receipt of invoice

10.6 ADDITION OF SOFTWARE
Additional Software purchased by Customer as per the ordering procedure set out in the agreement during the initial or any renewal term shall be added to the Support Services at the same support option as the then current Software support coverage in place under these terms. Customer agrees to pay the charges for such addition as per the Order.

10.7 RESPONSIBILITIES OF CUSTOMER
Customer agrees (i) to provide UKG personnel with full, free and safe access to Software for purposes of support, including use of UKG’ standard remote access technology, if required; (ii) to maintain and operate the Software in an environment and according to procedures which conform to the Specifications; and (iii) not to allow support of the Software by anyone other than UKG without prior written authorization from UKG. Failure to utilize UKG’ remote access technology may delay UKG’ response and/or resolution to Customer’s reported Software problem. If Customer requires the use of a specific remote access technology not specified by UKG, then Customer must purchase the Plus option to receive support and provide UKG personnel with full, free and safe access to the remote access hardware and/or software. . 10.8 DEFAULT
Customer shall have the right to terminate UKG support services in the event that UKG is in breach of the support services warranty set forth below and such breach is not cured within fifteen (15) days after written notice specifying the nature of the breach. In the event of such termination, UKG shall refund to Customer on a pro-rata basis those pre-paid annual support fees associated with the unused portion of the support term. UKG reserves the right to terminate or suspend support service in the event the Customer is in default under this Agreement with UKG and such default is

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5 not corrected within fifteen (15) days after written notice. In addition, the support services will terminate and all charges due hereunder will become immediately due and payable in the event that Customer ceases to do business as a going concern or has its assets assigned by law.

10.9 WARRANTY
UKG warrants that all support services shall be performed in a professional and competent manner.

11. UKG SUPPORT SERVICE POLICIES
UKG’ then-current Support Services Policies shall apply to all Support Services purchased and may be accessed at: https://www.ukg.com/supportpolicies-and-services (“Support Policies”). In the event of a conflict between the Support Policies and this Agreement, the terms of this Agreement shall prevail.

12. TRAINING POINTS
Training Points which are purchased by Customer may be redeemed for an equivalent value of instructor-led training sessions offered by Kronos.

Available instructor-led session, information is available upon request and each session has the Training Points value indicated. Training Points are invoiced when used by the Customer. Points may be redeemed at any time within 12 months of the date of the applicable Order Form, at which time they shall expire. Training Points may not be exchanged for other UKG products and/or services.

13. KNOWLEDGEPASS EDUCATION SUBSCRIPTION:

The parties hereby agree that the following terms shall apply to Customer’s purchase of the UKG KnowledgePass Education Subscription only, if specified on the Order Form:

Scope: The KnowledgePass Education Subscription is available to customers who are licensing UKG’ Workforce Central and iSeries Timekeeper Software products and who are maintaining such products under a support plan with UKG. The KnowledgePass Education Subscription provides access via the internet to certain educational offerings provided by UKG (the “KnowledgePass Content”), including:

Product and upgrade information for project teams and end users Hands-on interactive instruction on common tasks
Self-paced tutorials covering a range of topics
Job aids
Knowledge assessment and reporting tools to measure progress Webinars
Term of Subscription: The annual KnowledgePass Education Subscription shall run co-terminously with Customer’s Software Support, and shall renew for additional one (1) year terms provided Customer renews its KnowledgePass Education Subscription as provided below.

Payment: Customer shall pay the annual subscription charge for the initial term of the KnowledgePass Education Subscription in accordance with the payment terms on the Order Form. UKG will send Customer a renewal invoice for renewal of the KnowledgePass Education Subscription at least forty five (45) days prior to expiration of the then current term. KnowledgePass Education Subscription shall renew for an additional one (1) year term if Customer pays such invoice before the end of the initial term or any renewal term.

The KnowledgePass Subscription is available when the Customer subscribe on annual basis.

Limitations: Customer recognizes and agrees that the KnowledgePass Content is copyrighted by UKG. Customer is permitted to make copies of the KnowledgePass Content provided in *pdf form solely for Customer’s internal use and may not disclose such KnowledgePass Content to any third party other than Customer’s employees. Customer may not edit, modify, revise, amend, change, alter, customize or vary the KnowledgePass Content without the written consent of UKG, provided that Customer may download and modify contents of Training Kits solely for Customer’s internal use.

Train-the-Trainer Program (TTT): Certification under the Train-the-Trainer Program is valid only for the point release of the Software for which the TTT Program is taken, and covers only the Customer employee who completes the TTT Program.

14. INDEMNIFICATION
UKG agrees to indemnify Customer and to hold it harmless from and against any and all claims, costs, fees and expenses (including reasonable legal fees) relating to actual or alleged infringement of United States or Canadian patents or copyrights asserted against Customer by virtue of Customer's use of the Software as delivered and maintained by UKG, provided that: i) UKG is given prompt written notice of any such claim and has sole control over the investigation, preparation, defense and settlement of such claim; and, ii) Customer reasonably cooperates with UKG in connection with the foregoing and provides UKG with all information in Customer's possession related to such claim and any further assistance as reasonably requested by UKG. UKG will have no obligation to indemnify Customer to the extent any such claim is based on the use of the Software with software or equipment not supplied by UKG. Should any or all of the Software as delivered and maintained by UKG become, or in UKG' reasonable opinion be likely to become, the subject of any such claim, UKG may at its option: i) procure for Customer the right to continue to use the affected Software as contemplated hereunder; ii) replace or modify the affected Software to make its use non-infringing; or iii) should such options not be available at reasonable expense, terminate this Agreement with respect to the affected Software upon thirty (30) days prior written notice to Customer. In such event of termination, Customer shall be entitled to a pro-rata refund of all fees paid to UKG for the affected Software, which refund shall be calculated using a five year straight-line depreciation commencing with the date of the relevant Order. Additionally, UKG agrees to be liable for tangible property damage or personal injury to the extent caused by the negligence or willful misconduct of its employees.

15. LIMITATION OF LIABILITY

CUSTOMER'S EXCLUSIVE REMEDIES AND UKG' SOLE LIABILITY FOR ANY UKG BREACH OF THIS AGREEMENT ARE EXPRESSLY STATED HEREIN. EXCEPT AS PROVIDED IN THIS AGREEMENT, ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE EXCLUDED.

EXCEPT FOR i) UKG' INDEMNIFICATION OBLIGATIONS SET FORTH IN ARTICLE 16 ABOVE; (II) CUSTOMER’S CLAIMS FOR TANGIBLE

PROPERTY DAMAGE OR PERSONAL INJURY TO THE EXTENT CAUSED BY THE NEGLIGENCE OR WILLFUL MISCONDUCT OF THE

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6 OTHER PARTY’S EMPLOYEES, IN NO EVENT SHALL UKG' OR ITS PARENTS', SUBSIDIARIES', AFFILIATES', OR THIRD PARTY LICENSOR'S

LIABILITY TO A CUSTOMER, HOWSOEVER CAUSED, EXCEED THE VALUE OF THE ORDER WHICH GIVES RISE TO THE CLAIM, AND IN

NO EVENT WILL UKG OR ITS PARENTS, SUBSIDIARIES AFFILIATES OR THIRD PARTY LICENSORS BE LIABLE FOR LOST PROFITS, LOST

DATA OR ANY OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THIS AGREEMENT WHETHER SUCH CLAIM IS BASED ON WARRANTY, CONTRACT, TORT OR THE EXISTENCE, FURNISHING, FUNCTIONING OR CUSTOMER’S SPECIFIC USE OF, OR INABILITY TO SO USE, ANY EQUIPMENT, SOFTWARE OR SERVICES PROVIDED FOR IN THIS AGREEMENT.

16. TERMINATION OF ORDER FORM OR SOW
(a) Termination for breach. For any breach of this Agreement by UKG in relation with that Customer which cannot be cured by repair, replacement or re-performance, Customer shall have the right to terminate this the Order Form or applicable SOW upon thirty (30) days prior written notice to UKG, provided UKG has not cured such breach during such thirty (30) day period. Upon such termination, Customer shall be entitled to pursue its remedies at law or in equity subject to the terms of this Agreement. (b) Termination for non-appropriation of funds. Should the funding for the services ordered by Customer be discontinued, Customer shall have the right to terminate the Order Form relating to such services ordered upon a 30 days written advance notice to UKG. In such event, the Customer agrees to pay for the products delivered and the services performed under the terms of the Agreement prior to the receipt by UKG of the termination notice.

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Exhibit “E” UKG Statements of Work
UKG Launch UKG Ready Statement of Work

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Statement of Work
This Statement of Work (SoW) outlines the scope of services to be provided by UKG (Ultimate Kronos Group) for the implementation of the Subscription Services in the Order.

The scope of services described herein are fixed price based and subject to the same terms and conditions as the corresponding UKG Order. Unless otherwise defined herein, words and expressions defined in the Order shall have the same meaning in this Statement of Work.

UKG’s Launch methodology (“Launch”) provides proven and repeatable processes that are supported with UKG standard tools, templates and proven training paths that deliver a successful launch of the Subscription Services. UKG and the Customer will collaborate throughout the Launch process performing tasks such as requirements workshops, system configuration, data conversion, integration configuration, testing cycles, production support, and project management.

With Launch, UKG uses its proven methodology to provide training and services to deploy the Subscription Services.

Launch will be delivered as described in this document.

1. Introduction to Launch
Deployment Strategy
The deployment of Subscription Services is a collaborative endeavor. UKG will work with the Customer to determine the most logical and efficient deployment plan based upon Subscription Services purchased, and Launch duration outlined in this document. This best practice approach will be tailored to Customer’s business objectives.

Launch Methodology
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 Customer’s existing human capital management and workforce management (if applicable) functions from Customer’s legacy provider to UKG Ready. UKG’s deployment methodology includes the following phases:

Launch Phase Description
Welcome
Preliminary preparation involves four basic elements: UKG's internal readiness and team assignments, Customer preparation, a project team initial kick off meeting and ensure system access.

Requirements
UKG will perform a discovery process by interviewing the Customer’s subject matter experts from different functional areas. Information that has been gathered during the requirements phase is used to determine the current system set up, the new system definition requirements and allow UKG to determine the best fit between the Customer’s business requirements and the Subscription Services. A project timeline will be provided once requirements have been collected.

Build
This phase is designed to configure UKG Ready per the purchased Subscription Services, build interfaces, and migrate employee data into UKG Ready from legacy system. This phase will also provide unit testing to ensure that each iteration delivers a fully configured component of the system.

Test
Testing involves functional testing and user acceptance testing for the applicable Subscription Services; including, but not limited to, parallel testing, dual maintenance, and validation.

Go-Live This phase consists of UKG assisting the Customer with the first live processing, the rollout of the Subscription Services and transition to UKG’s Global Support team.

2. Roles and Responsibilities
A successful Launch assumes Customer participation throughout the project as referenced in the Roles and Responsibilities sections of this document. UKG and the Customer’s roles and responsibilities are described below.

A check mark in the grid below indicates each respective party’s primary responsibilities. v. 04.05.23 CONFIDENTIAL – Not to be disclosed to third parties without specific written consent from UKG Inc. 1 Exhibit “E” UKG Statements of Work
UKG Launch Ready Statement of Work

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CONFIDENTIAL – Not to be disclosed to third parties without specific written consent from UKG Inc. 2 Activities UKG Customer
Project Management
Review the scope of services with Customer including contract documents and resource assignments √ √
Manage UKG team’s project resources, budget, and scope/deliverables to ensure they are being met per the project timeline √
Manage Customer team’s project resources, budget, and scope/deliverables to ensure they are being met per the project timeline √
Create status reports and facilitate status calls with project team √ Partner together to identify, manage, and resolve project issues √ √ Provide Customer communications and general project-related management activities √ Create change management and training for managers and employees √ Welcome Phase
Provide Customer access to the Subscription Services as contracted in the Order √ Share project goals and success criteria with UKG project team √ Participate in the kick-off meeting √ √
Assist in defining necessary Customer resources and a training plan as part of the project plan √
Key project resources attend recommended training course(s) throughout implementation √
Requirements Phase
Gather all available policy, procedure documentation, and business use cases to complete the data collection process √
Describe the expected solution, business processes, and business rules for all employee groups in scope during requirements meeting(s) √ Facilitate rapid review, feedback, and signoff on all project documentation as required to meet project deadlines √
Lead meeting(s) to gather business requirements and document configuration needs √ Provide Customer with a detailed project plan √
Build Phase
Complete mutually agreed upon UKG configuration tasks and complete unit testing to validate configuration √ √
Share data translations and field mapping specifications for all required fields in the UKG import templates for data conversion √
Provide source data for production processing in the UKG approved import template formats √
Review and approve imported data according to the agreed upon schedule √ Create interfaces as defined during the Requirements phase of Launch √ Supply technical support required for system integration and data conversion √ √ Complete all administrative training through Learning Center in UKG Ready √ Create a plan for manager and end-user training √
Test Phase
Complete interface data validation √ √
Perform functional/user acceptance and system testing √ √ Execute manager and end-user training √
Go-Live Phase

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CONFIDENTIAL – Not to be disclosed to third parties without specific written consent from UKG Inc. 3 Activities UKG Customer
Provide production support and post-live support for transition to UKG’s Global Support team √
Perform project wrap-up activities, including closing open issues √ √

3. Deliverables
Below are the key project deliverables and related acceptance criteria that UKG will deliver in each phase of the implementation.

Deliverable Activity Acceptance Criteria
Welcome Phase
Aligned expectations UKG will transition the customer project from Sales to Delivery Services
Customer confirms project
expectations aligns with Sales order
Project team transition UKG will assign the Launch team to the specifics of the project
UKG and Customer prepare project
for engagement with the Launch
team
Requirements Phase
Detailed Project Plan UKG will refine and update the initial project plan
Customer receives and accepts the
detailed project plan
Project Requirements Document
UKG will provide Project Requirements
Document
Customer receives and completes
SOC (System and Organization
Controls) sign off on the Project
Requirements Document in UKG
Ready
Completed Integration
Specifications Document(s)*
Customer will review Integration
Synopsis Document(s) with UKG
Customer reviews the document(s)
prior to development of interface(s)
Build Phase
UKG Ready configuration UKG builds UKG Ready based on
Requirements Document
UKG completes internal testing prior
to hosting Build Review Call(s)
Build Review Call(s)
Customer to attend Build Review Call(s)
hosted by UKG
Customer confirms the system is
built according to the Requirements
Document
Completed imports of all
applicable employee data
Customer will review imported data with
UKG and perform data validation
Customer confirms the system is
built according to the Requirements
Document
Completed Integration
Development*
UKG completes the development of
applicable integration(s) based on the
approved Integration Synopsis
Document(s)
UKG completes internal testing and
validation prior to moving to
customer/3rd party testing and
validation
Test Phase
Complete Payroll Compare for
1st Test Parallel. Provide issues
resolution for 1st parallel
compare
Customer will participate in parallel
testing and validate results
Customer confirms that all parallel
testing results are accurate, and
issues are resolved
Complete Payroll Compare for
2nd Test Parallel. Provide issues
resolution for 2nd parallel
compare
Customer will participate in parallel
testing and validate results
Customer confirms that all parallel
testing results are accurate, and
issues are resolved
Complete UKG Ready Testing
Customer will participate in UKG Ready
testing and review results
Customer confirms that all testing is
accurate through SOC (System and
Organization Controls) sign off in
UKG Ready
Completed Import of Check
History, Balances, and all other Go
Live Relevant Imports
Customer review imported data with
UKG and perform data validation
Customer confirms that all imported
employee data is accurate

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CONFIDENTIAL – Not to be disclosed to third parties without specific written consent from UKG Inc. 4 Completed Internal and External
Testing of Integration(s)*
Customer will partner with external
vendor(s) if applicable to complete all
functional testing
Customer confirms that the
integration(s) is working as
designed. UKG will schedule and
deploy based on this confirmation
Go-Live Phase
Live Punching/Processing of UKG
Ready
Customer will confirm decision to go live
prior to Subscription Services target
active date or when system is ready for
active use
Customer completes SOC (System
and Organization Controls) sign-off
for relevant Subscription Services in
UKG Ready
*Note: Financial based integrations (e.g., 401k export) are provided in alignment with go live. All other interfaces are delivered as available.

4. Training
Effective training is the key to high user adoption rates. Training resulting in self-sufficient administrators, managers, and employees increases the efficiency of use of the Subscription Services and Customer’s business processes.

UKG’s training model includes a role-based learning plan. Each role within Customer’s organization has a specific set of courses required at specific points in Launch. Having role-based training classes ensures the Customer’s team members are trained on the processes they will use in their day-to-day interactions with Ready Subscription Services.

The timing of this training is key. UKG aims to provide the training with as little time between training delivery date and system usage as possible. This provides for Customer’s users to have an opportunity to reinforce the training through real-life application before they begin to lose the skills gained in training. End users (e.g., Managers and Employees) use a train the trainer model for learning. Customer is responsible for train-the-trainer learning for their managers and employees unless otherwise defined in the Launch Guidelines/Assumptions section of this document.

Core Training UKG Delivered Value Incudes Access To:

Administrator and Super
User Training
• Learning Center, UKG Ready’s learning management system and training delivery platform, for each user. Learning experiences found within include, but are not limited to:
o Interactive self-paced, on-demand modules
o “How to” videos and snippets
o Printable job aids
• Recommended learning plan(s) aligned to each user’s roles within UKG Ready
• Online, public instructor-led class(es)
• "Train the Trainer" enablement and materials
o Editable templates and tools to be leveraged by the administrators to deliver manager and employee training
o Manager and employee-focused job aids for common tasks within UKG Ready Change Management and
User Adoption Training
• Change management training for the project team on building a change management plan for Customer’s organization
• Change management toolkit that includes pre-populated templates and supporting resources to be leveraged to deliver Customer’s change management plan

5. Project Team Composition
Resource allocation and commitment are key drivers for a successful Launch. UKG uses employee resources and may use trained and approved consulting services resources (“Certified Partners”) to assist in the performance of

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CONFIDENTIAL – Not to be disclosed to third parties without specific written consent from UKG Inc. 5 the Launch or consulting services under this Order Form. Customer hereby authorizes access by UKG, its affiliates, and Certified Partners to the Customer information necessary to perform such services which may include access to Customer’s Confidential Information and Customer Data.

The team roles and key responsibilities are listed below. UKG will provide experienced industry experts specializing in specific areas of Launch. Customer will provide resources as described below in the Customer Team Resources section or as otherwise mutually agreed to in the project plan.

UKG Team Resources
Resource Key Responsibilities
Services Manager • UKG project sponsor
• Gains commitment for all project resources
Project Manager
• Primary point of contact
• Responsible for achieving project objectives by coordinating with all project resources on the timely completion of project tasks
• Develops and manages project schedule
• Identify and develop project risk mitigation plan
• Communicates overall project status and provides project reporting • Serves as initial point of escalation for all project related issues and coordinates activities needed for resolution
Time Solution Consultant
• Primary UKG resource and functional UKG Ready Time expert • Customer’s day-to-day point of contact for all system-related service requests
• Completes Subscription Services configuration life cycle per the Launch methodology
HR (Human Resources)
Solution Consultant
• Primary UKG resource and functional UKG Ready HR (Human Resources) expert
• Customer’s day-to-day point of contact for all system-related service requests
• Completes Subscription Services configuration life cycle per the Launch methodology
Payroll Solution Consultant
• Primary UKG resource and functional UKG Ready Payroll expert • Customer’s day-to-day point of contact for all system-related service requests
• Completes Subscription Services configuration life cycle per the Launch methodology
Benefits Solution
Consultant
• Primary UKG resource and functional UKG Ready Benefits expert • Customer’s day-to-day point of contact for all system-related related service requests
• Completes Subscription Services configuration life cycle per the Launch methodology
Talent Acquisition, Comp,
Performance Solution
Consultant
• Primary UKG resource and functional UKG Ready Talent and Compensation expert
• Customer’s day-to-day point of contact for all system-related related service requests
• Completes Subscription Services configuration life cycle per the Launch methodology
Integration Consultant • Responsible for integration file creation and delivery

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CONFIDENTIAL – Not to be disclosed to third parties without specific written consent from UKG Inc. 6 Resource Key Responsibilities
(As applicable) • Works together with Customer to determine requirements for integration(s), deploys and schedules completed interface(s).

Customer Success
Consultant
• Primary point of contact for post-live services related activities and transition to support
Customer Team Resources
Resource Key Responsibilities
Executive Sponsor
• Customer project sponsor
• Gains commitment for all project resources
• Provides executive-level support to the project team
• Ensures that the needs of the project team are well represented and met by the steering committee
Project Manager/Lead
• Primary point of contact
• Responsible for achieving project objectives by coordinating with Customer project resources on the timely completion of project tasks • Communicates overall project status and provides project reporting to Customer steering committee if applicable
• Serves as Customer’s initial point of escalation for all project related issues and coordinates activities needed for resolution
• Identify and manage project risks
• Channels the team’s activities toward Subscription Services configuration and executing the project
Time Subject Matter Expert • Customer’s primary time representative and designated decision maker for time tracking
HR (Human Resources)
Subject Matter Expert
• Customer’s primary HR representative and designated decision maker for HR
Payroll Subject Matter
Expert
• Customer’s primary payroll representative and designated decision maker for payroll
Benefits Subject Matter
Expert
• Customer’s primary benefit representative and designated decision maker for benefits
Talent Acquisition Subject
Matter Expert
• Customer’s primary talent acquisition representative and designated decision maker for talent acquisition
Education and Change
Management Resource
• Customer’s primary resource and designated decision maker for end user training and change management
System Administrator • Customer’s primary resource for Subscription Services configuration and system knowledge
Technical Resource • Customer’s primary resource for technical issues related to data conversion, integrations, network, and Subscription Services security Other Subject Matter
Experts
• Customer’s primary resource and designated decision maker in their specific specialty area

6. Launch Guidelines
The following guidelines were used in preparing this Statement of Work:
• General Guidelines

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CONFIDENTIAL – Not to be disclosed to third parties without specific written consent from UKG Inc. 7 o The assigned UKG Project Manager will provide a finalized projected timeline once the requirements phase has been completed.

Note: The average launch duration for a full-suite core Subscription Services project is up to four months from project kickoff. Actual project duration may be compressed or elongated as influenced by customer preparation and engagement, configuration of solution design, or additional valueadded Subscription Services ordered. o Financial-based integrations (e.g., 401k export) are provided in alignment with go live. o The customer and UKG team are to complete tasks as indicated in the roles and responsibilities of this document and as assigned in the final project plan by mutually agreed upon due dates. o UKG will communicate with the Customer’s project manager as the appointed point of contact responsible for all project management, communication, and preparation among all customer’s parties (e.g., staff, vendors, consultants) and for any escalation and resolution. o Customer holds sole responsibility for troubleshooting system(s) or hardware not provided by UKG. o Changes in the scope of the launch or requirements are subject to review and may have an impact on the project timeline or cost. If additional work is required, a Change Order or new Statement of Work must be scoped, quoted, and signed.
o UKG will support up to two (2) in-production payroll processing periods, then transition customer engagement to UKG’s Global Support team for post-implementation support. • Delivery Guidelines
o All project work and resource delivery are supported through a virtual (offsite) UKG Launch team; the customer’s team is not required to travel to UKG for any part of the Launch process. o If onsite work is preferred or required, exceptions can be requested from the UKG Services Manager.

UKG has consulting service solutions that are not included as part of Launch but can be purchased as a value-added service.
o When travel is agreed upon as part of a custom Launch or service request, UKG will deliver the scope of this project utilizing a blended approach. A blended approach combines onsite and remote resources.
o For any UKG travel to a customer’s location, travel expenses are not included and will be invoiced separately as incurred.

7. Subscription Services Assumptions
The following assumptions were used in preparing this Statement of Work, where available for purchase, if ordering:

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CONFIDENTIAL – Not to be disclosed to third parties without specific written consent from UKG Inc. 8 Subscription
Services Assumptions
UKG Ready Time
Deployment gets you started with the ability to accept punches and pay employees accurately through these core components:
• Total Cost Centers
• Profiles
o Timesheets
o Time off requests
o Pay Prep
o Security
o Points
• Pay Calculations
o Up to 20 calculations will be configured by the UKG project team • Tables
o Rate
o Holiday
• Manager Levels
• Employee Perspectives Scorecards
• Workflows
o Time Off Requests
o Timesheet Change Requests
• Schedules
o Daily Rules
o Work Schedule Profiles
• Pay Periods
• Counters
• Time Off Categories
• Reports
o Includes 61 commonly used pre-configured reports**
• Timekeeping Admin Training
**Up to five (5) additional customer-specified reports will be configured by the UKG project team using the standard functionality in the software. The customer can continue to configure as many as needed.

UKG Ready HR
Core functionality deployment gets you started by establishing HR as the system of record for employees, one of the most important foundational components through:
• Core employee demographics
• Onboarding
• Checklists
o Up to 10 will be configured by the UKG project team, however the Customer can configure as many as needed
• Personnel management
• Workflows
o Up to 10 will be configured by the UKG project team, however the Customer can configure as many as needed
• HR documents & forms

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CONFIDENTIAL – Not to be disclosed to third parties without specific written consent from UKG Inc. 9 o Up to 10 custom forms will be configured by the UKG project team, however the Customer can configure as many as needed
• Incident tracking
• Certification / Credential
• Asset management
• Compliance reporting
• Standard reporting
• One-Time data load using customer-supplied data for current year in a standard UKG-supplied format
• Interface bundle using customer supplied data in standard file formats • HR Admin Training
UKG Ready Payroll*
*Recommend UKG Ready
Payroll Services
Deployment gets you started with the end-to-end payroll process with the ability to calculate gross-to-net, pay employees, adjust, and export data needed tax filing (if using a provider other than UKG Payroll Services) through:
• Configuration of up to 5 EINs
• Pay Period Profiles
• Up to two Parallel Payroll Tests
• Company Tax Setup (Jurisdictions)
• Custom Exports/Reports
• Company Deduction Types
• Company Earning Types
• Configure Default Banks
• Workers Comp Types
• Payroll History up to 4 Quarter of Current Year
• All Payroll Configurations Include:
o Standard Dashboard Widgets
o Global Payroll Settings
o Standard Notifications
o GL (General Ledger) Set Up
o In-house manual check printing
o Employee Imports
• Vendor Payments (ACH/Check)
• Payroll Administrative Training
Note: If UKG Payroll Services has not been purchased, UKG will configure tax filing options for one of the following vendors – ADP, BSI, Ceridian.

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CONFIDENTIAL – Not to be disclosed to third parties without specific written consent from UKG Inc. 10 UKG Ready Payroll
Services*
*Requires UKG Ready
Payroll
Deployment prepares you to manage post payroll calculation functions utilizing the services as indicated in the Payroll Processing Addendum through:
• Election of services
• Confirmation of Funding method
• Testing of Funding bank account
• Tax Account ID, Frequency & Rate (Note: Services can only be provided for tax accounts with valid Tax ID provided)
• Balancing Current Year Payroll Tax Payments
• Collection of Power of Attorney forms for all jurisdictions • Delivery policy configuration
• Shipping account authorization and configuration
• Confirmation Multi-state new hire registration, if applicable • Master Vendor maintenance
• Payroll Processing Notifications
• Tax Code configuration verification reporting
• UKGPS New administrator training
Note: Customer must provide all requested information, including year-todate payroll and tax payment information, valid tax account IDs for all active tax jurisdictions, and requested Power-of-attorney forms.

UKG Ready
Integration Hub
Included with any
above- listed
Subscription Services,
as available and
required
All Benefit and
Financial integrations
require Benefits Hub, a
service of UKG Ready.

Enables data to flow between UKG Ready and 3rd party applications and/or vendors. UKG will deliver up to three (3) additional interfaces as part of this project.

The customer is responsible for providing import files to UKG in the standard UKG Ready format and utilizing the standard UKG Ready delivery method. Each direction (To/From) any 3rd party system and UKG is considered a separate interface.

Interfaces will be accomplished via standard flat-file exchange. Customer will work with UKG and 3rd party vendors to facilitate design, testing, and validation.

Examples of interfaces/integrations that can be supplied under this project include:
o Schedule Import/Export
o Punch Import/Export
o Demographic Import/Export
o Accruals Import/Export
The included interfaces will expire if not identified by Launch Go Live.

Note: Non-templated, bidirectional, custom reports and/or API (Application Programming Interface) based integrations are not included in the scope of this project. If such services or reports are required, a separate quote will be provided.

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CONFIDENTIAL – Not to be disclosed to third parties without specific written consent from UKG Inc. 11 UKG Ready Learning
• Creation of Learning Academy
• Learning Profile assignments
• Bulk Upload of Employee information to LMS (Learning
Management System)
• Security settings
• Training enabling client to administrate:
o Content creation
o Addition of Courses, Exams, OJTs, and Polls
o Assignment of courses to individuals or groups of
employees
o Dashboard configuration for employees, managers, and
administrators
o Reporting functionality
UKG Leave Manager*
*Recommend being used with
UKG Ready Time, Accruals &
HR
Adds comprehensive leave administration through:
• Federal & state leave policy enforcement
• Employer-specific leave policy enforcement
• Qualifying questionnaire
• Leave eligibility, type & duration determination
• Leave hour interface with timesheets
• Leave case routing workflow
• Leave case life cycle monitoring
• Employee self-services leave request & history
• Standard reporting & email notification alerts
• One-Time data load using customer-supplied data of current leave cases, leave case entries & entitlement balances in a standard UKG-supplied format
UKG Ready ACA
Manager*
*Recommend being used with
UKG Ready Time, HR &
Payroll
Provides proactive administration of your ACA (Affordable Care Act) compliance strategy across the UKG Ready solution through:
• Configurable time periods & rules
• Set measurement periods & hours threshold
• Calculation of employee ACA (full-time (FT) status
• Identify employees ACA standing by month
• Flag part-time (PT) employees approaching ACA FT status • Flag ACA FT employees no longer qualifying
• Calculation of plan’s affordability (Requires UKG Payroll) • Settings for minimum value plan (Requires UKG HR)
• Year-End government compliant forms
• Standard ACA compliance reporting
• One-Time Data load using customer-supplied data of
employee hours for look back in a standard UKG-supplied format
UKG Ready Accruals*
* Requires UKG Ready Time
and/or Payroll
Adds comprehensive accrual administration to UKG Ready Time by automatically enforcing your time-off policies through:
• Consistent enforcement of policy
• Configurable calculation methods & grants
• Time-Off routing & approval workflow (requires Timekeeper)

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CONFIDENTIAL – Not to be disclosed to third parties without specific written consent from UKG Inc. 12 • Time-Off requests at data collection devices
• Automatic updates to schedule & timecard (requires Timekeeper) • Visibility to projected balances
• Automatic balance reduction (requires Timekeeper or Payroll) • View time-off calendars for groups
• Mobile access
• One-Time data load using customer-supplied data for
current year in a standard UKG -supplied format
• Configure Accruals profiles and assign them to employees UKG Scheduler*
*Requires UKG Ready Time
Provides automated tools and high-quality information to create accurate schedules aligning staffing requirements with budget and business demand through:
• Schedule build based on demand
• Fill w/best-fit employee preferences & skills
• Configurable color-coded scheduling views
• Budgeting constraint visibility
• Configurable routing & approval workflow
• Tools for determining schedule effectiveness
• Cost of schedule
UKG Ready
Attestation*
* Requires UKG Ready Time
Provides documentation proof of compliance for required administration to UKG Time by automatically enforcing your policies through:
• Configurable questions & response choices
• Automated notification & reminders
• Several employee prompts with workflows
o Prompts differ based on attestation prompt
• Workflows**
• Functionality for the InTouch Clock vs. the Web may differ • Full Audit Report
**Up to three (3) of each, as needed, will be configured by the UKG project team. The customer can continue to configure as many as needed.

UKG Ready People
Analytics*
* Requires UKG Ready Time
Core functionality deployment gets you started by establishing standard views of common information helpful to business stakeholders. The standard views UKG will provide during this project include:
• Calculation of flight risk
• Configurable alerts using AIMEE Insights
• Standard reporting including pivot functionality
• Flight Risk Dashboard tile
• Voluntary Termination Reason Mapping (*In conjunction with UKG Ready HR)

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CONFIDENTIAL – Not to be disclosed to third parties without specific written consent from UKG Inc. 13 UKG Ready Benefits*
*Requires UKG Ready HR for
benefit plan feeds and UKG
Ready Payroll for
retirement/401(k) feeds
Deployment gets you started with the end-to-end benefit administration process with the ability to automate carrier connectivity through:
• Employee Self-Service capabilities including open enrollment/life events
• Dependent and beneficiary record keeping
• One time data load of benefit enrollments, including
dependents and beneficiaries
• Benefit maintenance training
• Five (5) carrier feeds including benefit providers, COBRA connectivity to a TPA (Third Party Administrator), and Financial Connectivity
• Smart Forms
• Standard Reporting
The included interfaces will expire if not identified by Launch Go Live.

Note: Each file needed, even to the same vendor, counts as one (1) feed.

UKG Ready
Compensation
Manager*
*Requires UKG Ready HR
Automates the entire compensation management process from defining programs and guidelines through budgeting and modeling to routing proposals for approval through:
• Configurable compensation cycles
• Tie compensation to performance outcomes
• Import/export Excel based compensation proposals
• Routing & approval workflows
• Complete compensation process visibility
• Budget vs. proposed comparison
UKG Ready
Performance
Management*
*Requires UKG Ready HR
Provides performance management process from defining programs and guidelines through budgeting and modeling to routing proposals for approval through:
• Full Performance Configuration**
• Performance Development - Customer will be trained on how to setup Goal Categories, Goal Types and how to assign them to Employees. Customers will be responsible for the setup of each development area.
• Succession Planning
• Succession Metrics
• Up to 5 Succession Profiles will be configured by the UKG project team, however the Customer can configure as many as needed
• Customer will be trained on how to assign succession
profiles to employees and manage the metrics
**Up to three (3) review profiles will be configured by the UKG project team. The customer can continue to configure as many as needed.

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CONFIDENTIAL – Not to be disclosed to third parties without specific written consent from UKG Inc. 14 UKG Recruiting*
*Requires UKG Ready HR
Provides proactive administration of your Recruitment strategy across the UKG Ready solution through:
• Applicant Configuration
• Applicant Administration
• Job Requisitions
• Workflows**
• Checklists**
• Questionnaires**
• Tracking/recruitment custom forms**
• Talent tracking: training, skills, certifications
• Communication and Notification templates**
• Standard reporting
**Up to five (5) of each, as needed, will be configured by the UKG project team. The customer can continue to configure as many as needed.

UKG Great Places to Work
The UKG Ready Great Place To Work Hub turns typical HR metrics into opportunities to build inclusive, equitable cultures by providing:
• Pre-curated, employee demographic and lifecycle metrics and charts
• Research and market trend articles from Great Place To Work • Survey integration with Great Place To Work
When bundled with UKG Ready Bryte Assist, the UKG Ready Great Place To Work Hub provides actionable insights and recommendations that are proven to create great workplaces.

UKG Ready Expense
Tracking*
*Requires UKG Ready Time
Deployment will enable Customer to process employee submitted expense reports and includes the following:
• Configuration of up to three (3) expense profiles and three (3) approval workflows
• Configuration of up to (10) expense types (i.e. amountbased, mileage- based, etc.) and ten (10) expense attributes
• Report-level and individual expense item reporting
• Employee self-service for creating expense reports and attaching receipts
• Pay prep processing for expenses to flow to payroll

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CONFIDENTIAL – Not to be disclosed to third parties without specific written consent from UKG Inc. 15 UKG Ready Bryte AI
UKG will:
• Assist with configuring access to Bryte Assist through security settings
• Provide guidance on how to upload documents to Bryte
Assist
• Share best practices for using Bryte Assist effectively Please note: Bryte AI does not currently support the automatic generation of responses based on localized content-specific rules or policies unless those are uploaded. We also recommend that customers encourage their user base to provide clear feedback if Bryte AI ever provides incorrect information. For any issues, Customer Administrators should submit tickets via the appropriate UKG channels, following the established escalation process and SLA requirements.

UKG Ready COBRA
Administration*
*Requires UKG Ready HR and
Benefits
Provides proactive administration of your federal COBRA compliance strategy across the UKG Ready solution through:
• Identify qualifying events and notification for approval • COBRA notice delivery
• Benefits management for COBRA participants, including enrollment • Management of data exchange with carriers
• Portal with dashboard to track COBRA Administration process • One-time data load using customer-supplied data of COBRA participants
UKG HRSD Document
Manager
UKG will provide the following predefined functionality:
• Employee folder structure
• HR roles mapped with UKG Ready HR roles
• UKG Ready HR Data (Employee, Organization and HR User) • Enablement of advanced document feature
• Logo of Customer to UKG Ready Document Manager site
• Document migration from UKG Ready Documents: Employee, Government, and Custom Forms, to Document Manager
Customer responsibility includes:

Document migration from legacy provider to UKG Ready
UKG HRSD People Assist
UKG will provide the following predefined functionality:
• Form and workflow configuration
• HR Roles mapped with UKG Ready HR roles
• Process automation and template configuration
• UKG Ready HR data (Employee, Organization and HR User) • Logo of Customer applied to UKG Ready People Assist
Customer will:

Create knowledge base articles in its Subscription Service platform

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CONFIDENTIAL – Not to be disclosed to third parties without specific written consent from UKG Inc. 16 UKG Ready Canada Payroll*
*Recommend UKG Payroll Services
Canada
Deployment gets you started with the end-to-end payroll process with the ability to calculate gross-to-net, pay employees, adjust, and export data needed for tax filing (tax filing is not currently offered by UKGPS Canada; however, tax deposits are):
• Configuration of up to 5 EINs
• Pay Period Profiles
• Up to two Parallel Payroll Tests
• Company Tax Setup (Jurisdictions)
• Custom Exports/Reports
• Company Deduction Types
• Company Earning Types
• Configure Default Banks
• Workers Comp Types
• Payroll History up to 4 Quarter of Current Year
• All Payroll Configurations Include:
o Standard Dashboard Widgets
o Global Payroll Settings
o Standard Notifications
o GL (General Ledger) Set Up
o In-house manual cheque printing
o EFT/AFT File for employee direct deposits
o Employee Imports
• Vendor Payments (Cheque)
• Payroll Administrative Training
UKG Ready Payroll Services
Canada*
*Requires UKG Ready Canada
Payroll
Deployment prepares you to manage post payroll calculation functions utilizing the services as indicated in the Payroll Processing Addendum through:
• Election of services
• Confirmation of Funding method
• Testing of Funding bank account
• Tax Account ID, Frequency & Rate (Note: Services can only be provided for tax accounts with valid Tax ID provided) • Balancing Current Year Payroll Tax Payments
• Collection of Power of Attorney forms for all jurisdictions • Payroll Processing Notifications
• UKGPS New administrator training
Note: Customer must provide all requested information, including yearto-date payroll and tax payment information, valid tax account IDs for all active tax jurisdictions, and requested Power-of-attorney forms.

UKG Payroll powered by
Payroll Metrics
*Australia
UKG Ready Payroll by Payroll Metrics module deployment gets you started with the ability to; comply with legislation, reduce costs by cutting the time to manage transaction processing, reduce errors and leverage the value of the information held in your payroll database. • UKG project manager to arrange payroll discovery sessions; • UKG to support the transfer of timesheet data for parallel 2 for the customer to reconcile in UKG Payroll powered by Payroll Metrics.
• UKG to import employee records relating to leave balances which includes; Annual leave (hours for Australia, weeks for New Zealand), personal leave (hours for Australia, days for New Zealand) and long service leave (weeks for Australia)

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CONFIDENTIAL – Not to be disclosed to third parties without specific written consent from UKG Inc. 17 STP Gateway Assist
*Australia
*requires UKG Payroll by Payroll
Metrics
UKG Ready Payroll Single Touch Payroll Gateway Assist ensures you comply with the Australian Tax Office single touch payroll legislation.

Deduction Management
Gateway Assist
*Australia
*requires UKG Payroll by Payroll
Metrics
UKG Ready Payroll Deduction Management Gateway Assist adds the ability to aggregate all superannuation contributions, employer and employee, and automatically send the transactions through an ATO accredited superstream gateway.

EFT Gateway Assist
*Australia
*requires UKG Payroll by Payroll
Metrics
UKG Ready Payroll Electronic File Transfer (EFT) Gateway Assist adds the ability to automatically and securely distribute employee payment transactions to employees' bank accounts utilising iLink Westpac Integrated Banking Service (WIBS) funds payment service.

Annualised Salaries
*Australia
*requires UKG Payroll by Payroll
Metrics
UKG Ready Payroll – Annualised Salaries by Payroll Module delivers compliance with workplace legislation regarding annualised salaries.
• UKG project manager to arrange payroll discovery sessions UKG One View Connect
UKG will:
• Lead Customer through a multi-country, multi-phased
deployment of UKG One View Connect for the countries
set forth in the Order
• Configure the UKG One View Connect system per
Customer requirements for 2 pay groups
• Support Customer’s company data and/or employee data
migration via one (1) of the following methods:
o HCM synchronization
o One View template population
o One View UI entry
• Support Customer’s data load and the successful syncing of live data
• Provide cut-over support for the first full cycle of live operation

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CONFIDENTIAL – Not to be disclosed to third parties without specific written consent from UKG Inc. 18 One View Managed
Services
UKG will:
• Lead Customer through a multi-country deployment of
UKG One View Managed Services for the countries set for in the Order
• Supplement the baseline standard configuration in
accordance with Customer-specific requirements
• Setup and build General Ledger specification as agreed with the Customer during Requirements stage
• Establish Single Sign On (SSO) login protocols (if
applicable)
• Support Customer’s company data and/or data migrations via one (1) of the following methods:
o HCM synchronization
o One View template population
o One View UI entry
• Support Customer’s data load and successful syncing of live data
• Perform testing and readiness on agreed payment &
funding methods per country entity pay group
• Perform and support parallel running of payrolls to
successful sign off and conclusion to move to go live status • Provide cut-over support for the first full cycle of live operation

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CONFIDENTIAL – Not to be disclosed to third parties without specific written consent from UKG Inc. 19

8. Service Requests
Requests for change to this Statement of Work or the project it covers must be submitted to your project manager in writing or in the form of an electronic service request. Any of the following items will be considered out of scope and require a service request:
o Material changes in the scope or effort (i.e., # of deployments or EIN’s, request of onsite assistance, etc.)
o Material changes in the number or type of deliverables to meet the defined scope of effort (i.e., additional integration, profiles, etc.)
o Additional historical data loading (HR Data or Payroll/Check Data) o Changes to the project resource requirements
o Changes to the Launch duration, i.e., changes to scheduled dates after acceptance of the Project Plan
o Projects placed on hold may incur re-engagement or other re-work fees and may result in a change of consultant(s).

UKG will estimate the time and costs needed to implement the change and the impact it may have on the delivery of the project. UKG will perform the requested work once the service request has been completed and signed by the Customer.

9. Completion Criteria
The project covered under this Statement of Work will be considered complete when any one of the following completion criteria is met, and no further Subscription Services configuration work is to be done as part of the originally ordered implementation. If additional work is required, a Change Order or new Statement of Work must be scoped, quoted, and signed.
o The customer has affirmed approval in writing
o The system has been used to generate, retain, or export data that is used to produce a live pay statement for an active employee
o Material changes to the project resource requirements o Material changes to the Launch duration

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Exhibit “E” UKG Statements of Work
UKG Launch UKG Ready Essentials Package Statement of Work

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Statement of Work
This Statement of Work (SoW) outlines the scope of services to be provided by UKG (Ultimate Kronos Group) for the implementation of the Subscription Services in the Order.

The scope of services described herein are fixed price based and subject to the same terms and conditions as the corresponding UKG Order. Unless otherwise defined herein, words and expressions defined in the Order shall have the same meaning in this Statement of Work.

UKG’s Launch methodology (“Launch”) provides proven and repeatable processes that are supported with UKG standard tools, templates and proven training paths that deliver a successful launch of the Subscription Services. UKG and the Customer will collaborate throughout the Launch process performing tasks such as requirements review, system configuration, data conversion, integration configuration, testing cycles, production support, and project management.

With Launch, UKG uses its proven methodology to provide administrator training and services to deploy the Subscription Services.

Launch will be delivered as described in this document.

1. Introduction to Launch
Deployment Strategy
The deployment of Subscription Services is a collaborative endeavor. UKG will work with the Customer to determine the most logical and efficient deployment plan based upon Subscription Services purchased, and Launch duration outlined in this document. UKG best practice approach is tailored to industry standards but will consult on customer’s business objectives.

Launch Methodology
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 Customer’s existing human capital management and workforce management (if applicable) functions from Customer’s legacy provider to UKG Ready. UKG’s deployment methodology includes the following phases:

Launch Phase Description
Welcome
Preliminary preparation involves four basic elements: UKG's internal readiness and team assignments, Customer preparation, a project team initial kick off meeting and ensure system access.

Requirements
UKG will perform a discovery process by interviewing the Customer’s subject matter experts from different functional areas. Information that has been gathered during the requirements phase is used to align current business process with the UKG system confirmation and allow UKG to determine the best fit between the Customer’s business requirements and the Subscription Services. A project specific timeline will be provided once requirements have been collected.

Build
This phase is designed to configure UKG Ready per the purchased Subscription Services, build interfaces, and migrate employee data into UKG Ready from legacy system. This phase will also provide unit testing to ensure that each iteration delivers a fully configured component of the system.

Test
Testing involves functional testing and user acceptance testing for the applicable Subscription Services; including, but not limited to, parallel testing, dual maintenance, and validation.

Go-Live This phase consists of UKG assisting the Customer with the first live processing, the rollout of the Subscription Services and transition to UKG’s Global Support team.

2. Roles and Responsibilities
A successful Launch assumes Customer participation throughout the project as referenced in the Roles and Responsibilities sections of this document. UKG and the Customer’s roles and responsibilities are described below.

A check mark in the grid below indicates each respective party’s primary responsibilities. v. 04.05.23 CONFIDENTIAL – Not to be disclosed to third parties without specific written consent from UKG Inc.

Exhibit “E” UKG Statements of Work
UKG Launch UKG Ready Template Essentials Package Statement of Work

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CONFIDENTIAL – Not to be disclosed to third parties without specific written consent from UKG Inc. 2025.05.01 2 Activities UKG Customer
Project Management
Review the scope of services with Customer including contract documents and resource assignments √ √
Manage UKG team’s project resources, budget, and scope/deliverables to ensure they are being met per the project timeline √
Manage Customer team’s project resources, budget, and scope/deliverables to ensure they are being met per the project timeline √
Create status reports and facilitate status calls with project team √ Partner together to identify, manage, and resolve project issues √ √ Provide Customer communications and general project-related management activities √ Create change management and training for managers and employees √ Welcome Phase
Provide Customer access to the Subscription Services as contracted in the Order √ Share project goals and success criteria with UKG project team √ Participate in the kick-off meeting √ √
Assist in defining necessary Customer resources and a training plan as part of the project plan √
Key project resources attend recommended training course(s) throughout implementation √
Requirements Phase
Gather all available policy, procedure documentation, and business use cases to complete the data collection process √
Describe the expected solution, business processes, and business rules for all employee groups in scope during requirements meeting(s) √ Facilitate rapid review, feedback, and signoff on all project documentation as required to meet project deadlines √
Lead meeting(s) to gather business requirements and document configuration needs √ Provide Customer with a detailed project plan √
Build Phase
Complete mutually agreed upon UKG configuration tasks and complete unit testing to validate configuration √ √
Share data translations and field mapping specifications for all required fields in the UKG import templates for data conversion √
Provide source data for production processing in the UKG approved import template formats √
Review and approve imported data according to the agreed upon schedule √ Create interfaces as defined during the Requirements phase of Launch √ Supply technical support required for system integration and data conversion √ √ Complete all administrative training through Learning Center in UKG Ready √ Create a plan for manager and end-user training √
Test Phase
Complete interface data validation √ √
Perform functional/user acceptance and system testing √ √ Execute manager and end-user training √
Go-Live Phase

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CONFIDENTIAL – Not to be disclosed to third parties without specific written consent from UKG Inc. 2025.05.01 3 Activities UKG Customer
Provide production support and post-live support for transition to UKG’s Global Support team √
Perform project wrap-up activities, including closing open issues √ √

3. Deliverables
Below are the key project deliverables and related acceptance criteria that UKG will deliver in each phase of the implementation.

Deliverable Activity Acceptance Criteria
Welcome Phase
Aligned expectations UKG will transition the customer project from Sales to Delivery Services
Customer confirms project
expectations aligns with Sales order
Project team transition UKG will assign the Launch team to the specifics of the project
UKG and Customer prepare project
for engagement with the Launch
team
Requirements Phase
Detailed Project Plan UKG will refine and update the initial project plan
Customer receives and accepts the
detailed project plan
Project Requirements
Document
UKG will provide Project Requirements
Document
Customer receives and completes
SOC (System and Organization
Controls) sign off on the Project
Requirements Document in UKG
Ready
Completed Integration
Specifications
Document(s)*
Customer will review Integration Synopsis
Document(s) with UKG
Customer reviews the document(s)
prior to development of interface(s)
Build Phase
UKG Ready configuration UKG builds UKG Ready based on
Requirements Document
UKG completes internal testing prior
to hosting Build Review Call(s)
Build Review Call(s)
Customer to attend Build Review Call(s)
hosted by UKG
Customer confirms the system is
built according to the Requirements
Document
Completed imports of
all applicable
employee data
Customer will review imported data with UKG
and perform data validation
Customer confirms the system is
built according to the Requirements
Document
Completed
Integration
Development*
UKG completes the development of
applicable integration(s) based on the
approved Integration Synopsis Document(s)
UKG completes internal testing and
validation prior to moving to
customer/3rd party testing and
validation
Test Phase
Complete Payroll
Compare for one (1) Test
Parallel. Provide issues
resolution for one (1)
parallel compare
Customer will participate in parallel testing
and validate results
Customer confirms that all parallel
testing results are accurate, and
issues are resolved
Complete UKG Ready
Testing
Customer will participate in UKG Ready
testing and review results
Customer confirms that all testing is
accurate through SOC (System and
Organization Controls) sign off in
UKG Ready
Completed Import of Check
History, Balances, and all
other Go Live Relevant
Customer review imported data with UKG and
perform data validation
Customer confirms that all imported
employee data is accurate

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CONFIDENTIAL – Not to be disclosed to third parties without specific written consent from UKG Inc. 2025.05.01 4 Imports
Completed Internal and
External Testing of
Integration(s)*
Customer will partner with external vendor(s)
if applicable to complete all functional testing
Customer confirms that the
integration(s) is working as
designed. UKG will schedule and
deploy based on this confirmation
Go-Live Phase
Live Punching/Processing of
UKG Ready
Customer will confirm decision to go live prior
to Subscription Services target active date or
when system is ready for active use
Customer completes SOC (System
and Organization Controls) sign-off
for relevant Subscription Services in
UKG Ready
*Note: Financial-based exports (e.g., 401k/Retirement plan) are prioritized in alignment with go live. All other integrations are delivered as available.

4. Training
Effective training is the key to high user adoption rates. Training resulting in self-sufficient administrators, managers, and employees increases the efficiency of use of the Subscription Services and Customer’s business processes.

UKG’s training model includes a role-based learning plan. Each role within Customer’s organization has a specific set of courses required at specific points in Launch. Having role-based training classes ensures the Customer’s team members are trained on the processes they will use in their day-to-day interactions with Ready Subscription Services.

The timing of this training is key. UKG aims to provide the training with as little time between training delivery date and system usage as possible. This provides for Customer’s users to have an opportunity to reinforce the training through real-life application before they begin to lose the skills gained in training. End users (e.g., Managers and Employees) use a train the trainer model for learning. Customer is responsible for train-the-trainer learning for their managers and employees unless otherwise defined in the Launch Guidelines/Assumptions section of this document.

Core Training UKG Delivered Value Incudes Access To:

Administrator and Super
User Training
• Learning Center, UKG Ready’s learning management system and training delivery platform, for each user. Learning experiences found within include, but are not limited to:
o Interactive self-paced, on-demand modules
o “How to” videos and snippets
o Printable job aids
• Recommended learning plan(s) aligned to each user’s roles within UKG Ready
• Online, public instructor-led class(es)
• "Train the Trainer" enablement and materials
o Editable templates and tools to be leveraged by the administrators to deliver manager and employee training
o Manager and employee-focused job aids for common tasks within UKG Ready
Change Management and
User Adoption Training
• Change management training for the project team on building a change management plan for Customer’s organization
• Change management toolkit that includes pre-populated templates and supporting resources to be leveraged to deliver Customer’s change management plan

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CONFIDENTIAL – Not to be disclosed to third parties without specific written consent from UKG Inc. 2025.05.01 5

5. Project Team Composition
Resource allocation and commitment are key drivers for a successful Launch. UKG uses employee resources and may use trained and approved consulting services resources (“Certified Partners”) to assist in the performance of the Launch or consulting services under this Order Form. Customer hereby authorizes access by UKG, its affiliates, and Certified Partners to the Customer information necessary to perform such services which may include access to Customer’s Confidential Information and Customer Data.

The team roles and key responsibilities are listed below. UKG will provide experienced industry experts specializing in specific areas of Launch. Customer will provide resources as described below in the Customer Team Resources section or as otherwise mutually agreed to in the project plan.

UKG Team Resources
Resource Key Responsibilities
Services Manager • UKG project sponsor
• Gains commitment for all project resources
Project Manager
• Primary point of contact
• Responsible for achieving project objectives by coordinating with all project resources on the timely completion of project tasks
• Develops and manages project schedule
• Identify and develop project risk mitigation plan
• Communicates overall project status and provides project reporting • Serves as initial point of escalation for all project related issues and coordinates activities needed for resolution
Time Solution Consultant
• Primary UKG resource and functional UKG Ready Time expert • Customer’s day-to-day point of contact for all system-related service requests
• Completes Subscription Services configuration life cycle per the Launch methodology
HR (Human Resources)
Solution Consultant
• Primary UKG resource and functional UKG Ready HR (Human Resources) expert
• Customer’s day-to-day point of contact for all system-related service requests
• Completes Subscription Services configuration life cycle per the Launch methodology
Payroll Solution Consultant
• Primary UKG resource and functional UKG Ready Payroll and Payroll Services expert
• Customer’s day-to-day point of contact for all system-related service requests
• Completes Subscription Services configuration life cycle per the Launch methodology
Benefits Solution
Consultant
• Primary UKG resource and functional UKG Ready Benefits expert • Customer’s day-to-day point of contact for all system-related service requests
• Completes Subscription Services configuration life cycle per the Launch methodology
Talent Acquisition, Comp,
Performance Solution
Consultant
• Primary UKG resource and functional UKG Ready Talent, Compensation, and Performance expert
• Customer’s day-to-day point of contact for all system-related service requests
• Completes Subscription Services configuration life cycle per the Launch

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CONFIDENTIAL – Not to be disclosed to third parties without specific written consent from UKG Inc. 2025.05.01 6 methodology
Integration Consultant (As
applicable)
• Responsible for integration file creation and delivery • Works together with Customer to determine requirements for integration(s), deploys and schedules completed interface(s).

Success Krew Manager • Primary point of contact for post-live services related activities and transition to support
Customer Team Resources
Resource Key Responsibilities
Executive Sponsor
• Customer project sponsor
• Gains commitment for all project resources
• Provides executive-level support to the project team
• Ensures that the needs of the project team are well represented and met by the steering committee
Project Manager/Lead
• Primary point of contact
• Responsible for achieving project objectives by coordinating with Customer project resources on the timely completion of project tasks • Communicates overall project status and provides project reporting to Customer steering committee if applicable
• Serves as Customer’s initial point of escalation for all project related issues and coordinates activities needed for resolution
• Identify and manage project risks
• Channels the team’s activities toward Subscription Services configuration and executing the project
Time Subject Matter Expert • Customer’s primary time representative and designated decision maker for time tracking
HR (Human Resources)
Subject Matter Expert
• Customer’s primary HR representative and designated decision maker for HR
Payroll Subject Matter
Expert
• Customer’s primary payroll representative and designated decision maker for payroll
Benefits Subject Matter
Expert
• Customer’s primary benefit representative and designated decision maker for benefits
Education and Change
Management Resource
• Customer’s primary resource and designated decision maker for end user training and change management
System Administrator • Customer’s primary resource for Subscription Services configuration and system knowledge
Technical Resource • Customer’s primary resource for technical issues related to data conversion, integrations, network, and Subscription Services security Other Subject Matter
Experts
• Customer’s primary resource and designated decision maker in their specific specialty area

6. Launch Guidelines
The following guidelines were used in preparing this Statement of Work:
• General Guidelines

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CONFIDENTIAL – Not to be disclosed to third parties without specific written consent from UKG Inc. 2025.05.01 7 o The assigned UKG Project Manager will provide a finalized projected timeline once the requirements phase has been completed.

Note: The launch duration for an Essentials plan Subscription Services project is an average of 100 days from project kickoff. Actual project duration may be compressed or elongated as influenced by customer preparation and engagement, customization of solution design, or additional value-added Subscription Services ordered.
o The customer and UKG team are to complete tasks as indicated in the roles and responsibilities of this document and as assigned in the final project plan by mutually agreed upon due dates. o UKG will communicate with the Customer’s project manager as the appointed point of contact responsible for all project management, communication, and preparation among all customer’s parties (e.g., staff, vendors, consultants) and for any escalation and resolution. o Customer holds sole responsibility for troubleshooting system(s) or hardware not provided by UKG. o Changes in the scope of the launch or requirements, including extension of the project timeline, are subject to review and may have an impact on the project timeline or cost. If additional work is required, a Change Order or new Statement of Work must be scoped, quoted, and signed. o UKG will support one (1) in-production payroll processing periods, then transition customer engagement to UKG’s Global Support team for post-implementation support. o Customers will leverage UKG Report Hub, which includes 61 commonly used pre-configured reports for their reporting needs. UKG Ready does not build custom reports. o One time data load using customer-supplied data for current year in a standard UKG-supplied format.

Customer will dual maintain UKG Ready and legacy system until fully live with UKG Ready. • Delivery Guidelines
o All project work and resource delivery are supported through a virtual (offsite) UKG Launch team; the customer’s team is not required to travel to UKG for any part of the Launch process. o If onsite work is preferred or required, exceptions can be requested from the UKG Services Manager.

UKG has consulting service solutions that are not included as part of Launch but can be purchased as a value-added service.
o When travel is agreed upon as part of a custom Launch or service request, UKG will deliver the scope of this project utilizing a blended approach. A blended approach combines onsite and remote resources.
o For any UKG travel to a customer’s location, travel expenses are not included and will be invoiced separately as incurred.

7. Subscription Services Assumptions
The following assumptions were used in preparing this Statement of Work, where available for purchase, if ordering:

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CONFIDENTIAL – Not to be disclosed to third parties without specific written consent from UKG Inc. 2025.05.01 8 Subscription
Services Assumptions
UKG Ready Time
Deployment gets you started with the ability to accept punches and pay employees accurately through these basic core components:
• Cost Centers (2) – Labor Levels, Activities
• Profiles
o Timesheets
o Time off requests
o Pay Calculations– up to 4 standard calculations.
o Pay Prep
o Security – standard
• Tables
o Rate– Base Comp
o Holiday
• Manager Levels
o Direct assignment to employee Up to 2
• Workflows (3) – Standard Up to 2 levels of Manager Approval o Time Off Requests
o Timesheet Change Requests
o Timesheet Approvals
• Schedules
o Daily Rules
o Work Schedule Profiles
• Pay Periods – In arrears.
• Counters – Up to 30 Standard
• Time Off Categories (10) Standard
• Standard Dashboard Widgets
• Standard reporting**
• Timekeeping Admin Training
**Up to five (5) additional customer-specified reports will be configured by the UKG project team using the standard functionality in the software. The customer can continue to configure as many as needed.

UKG Ready HR
Core functionality deployment gets you started by establishing HR as the system of record for employees, one of the most important foundational components through:
• Core employee demographics
• Onboarding
• Checklists
• Up to 5 will be configured by the UKG project team, including Onboarding, however the Customer can configure as many as needed
• Personnel management
• Workflows (5)
• Up to 5 will be configured by the UKG project team, including Onboarding, however the Customer can configure as many as needed
• HR Actions (10)
• HR documents & forms (7)
• Includes 5 standard forms and up to 2 custom forms under 5 pages will be configured by the UKG project team, including Onboarding, however the Customer can configure as many as needed
• Compliance reporting
• Standard reporting**
• Standard Dashboard Widgets
• One-Time data load using customer-supplied data for current year in a standard UKG-supplied format.
• HR Admin Training

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CONFIDENTIAL – Not to be disclosed to third parties without specific written consent from UKG Inc. 2025.05.01 9 **Up to five (5) additional customer-specified reports will be configured by the UKG project team using the standard functionality in the software. The customer can continue to configure as many as needed.

UKG Ready Payroll
Deployment gets you started with the end-to-end payroll process with the ability to calculate gross-to-net, pay employees, adjust, validate, and export data needed for tax filing through:
• Up to (5) Employer Identification Numbers (EIN)
• Pay Period Profiles - Standard
• Up to (1) Parallel Payroll tests
• Company Tax Setup (Jurisdictions) (15) with up to (2) states with local tax jurisdictions
• Standard Exports/Reports**
• Company Deduction Types
• Benefits Tracking through standard deduction only*
• Company Earning Types
• Configure Default Banks
• Workers Comp Types
• Payroll History up to 4 Quarter of Current Year
• All Payroll Configurations Include:
o Standard Dashboard Widgets
o Global Payroll Settings
o Standard Notifications
o GL (General Ledger) Set Up – one per EIN
o In-house manual check printing
o Employee Imports
• Vendor Payments (ACH/Check)
• Payroll Administrative Training
Note: Requires standard configuration across EINs and does not include multiple deployments. Benefit administration managed through client 3rd party relationship (e.g., Employee Navigator, bswift).
**Up to five (5) additional customer-specified reports will be configured by the UKG project team using the standard functionality in the software. The customer can continue to configure as many as needed.

UKG Ready Payroll
Services
Deployment prepares you to manage post payroll calculation functions utilizing the services as indicated in the Payroll Processing Addendum through:
• Tax Filing and deposits.
• Third-party payments
• SmartCheck Services to include:
• Employee direct deposit
• Employee check delivery locations (15)
• New hire reporting
• W2/1099 filing and printing
• 1095C printing
• Confirmation of Funding method
• Testing of Funding bank account
• Tax Account ID, Frequency & Rate (Note: Services can only be provided for tax accounts with valid Tax ID provided and UKG supported taxes) • Balancing Current Year Payroll Tax Payments
• Collection of Power of Attorney forms for all jurisdictions • Delivery policy configuration
• Shipping account authorization and configuration
• Confirmation multi-state new hire registration, if applicable • Master Vendor maintenance
• Payroll Processing Notifications
• Tax Code configuration verification reporting.
• UKGPS New administrator training

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CONFIDENTIAL – Not to be disclosed to third parties without specific written consent from UKG Inc. 2025.05.01 10 Note: Customer must provide all requested information, including year-to-date payroll and tax payment information, valid tax account IDs for all active tax jurisdictions, and requested Power-of-attorney forms.

UKG Ready Accruals
Adds comprehensive accrual administration to UKG Ready Time by automatically enforcing your time-off policies through:
• Accruals measured in hours.
• Accrual Types (2) (Sick, Vacation/PTO)
• Consistent enforcement of policy
• Configurable calculation methods & grants
• Time-Off routing & approval workflow (requires Timekeeper) • Time-Off requests at data collection devices
• Automatic updates to schedule & timecard (requires Timekeeper) • Visibility to projected balances.
• Automatic balance reduction (requires Timekeeper or Payroll) • View time-off calendars for groups
• Mobile access
• Standard Dashboard Widgets
• Standard reporting**
• One-Time data load using customer-supplied data for current year in a standard UKG -supplied format.
• Configure Accruals profiles and assign them to employees. **Up to five (5) additional customer-specified reports will be configured by the UKG project team using the standard functionality in the software. The customer can continue to configure as many as needed.

UKG Ready Attestation
Provides documentation proof of compliance for required administration to UKG Time by automatically enforcing your policies through:
• Configurable questions & response choices
• Automated notification & reminders
• Several employee prompts with workflows
o Prompts differ based on attestation prompt.
• Workflows**
• Functionality for the InTouch Clock vs. the web may differ • Full Audit Report
**Up to three (3) of each, as needed, will be configured by the UKG project team. The customer can continue to configure as many as needed.

UKG Ready Bryte AI
UKG will:
• Assist with configuring access to Bryte Assist through security settings • Provide guidance on how to upload documents to Bryte Assist • Share best practices for using Bryte Assist effectively Note: Bryte AI does not currently support the automatic generation of responses based on localized content-specific rules or policies unless those are uploaded. We also recommend that customers encourage their user base to provide clear feedback if Bryte AI ever provides incorrect information. For any issues, Customer Administrators should submit tickets via the appropriate UKG channels, following the established escalation process and SLA requirements.

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CONFIDENTIAL – Not to be disclosed to third parties without specific written consent from UKG Inc. 2025.05.01 11 UKG Ready Integration
Hub
All Benefit and Financial
integrations require Benefits
Hub, a service of UKG
Ready.

Enables data to flow between UKG Ready and 3rd party applications and/or vendors.

UKG will deliver up to three (3) additional interfaces as part of this project.

The customer is responsible for providing import files to UKG in the standard UKG Ready format and utilizing the standard UKG Ready delivery method. Each direction (To/From) any 3rd party system and UKG is considered a separate interface.

Interfaces will be accomplished via standard flat-file exchange. Customer will work with UKG and 3rd party vendors to facilitate design, testing, and validation. Examples of interfaces/integrations that can be supplied under this project include:
o Schedule Import/Export
o Punch Import/Export
o Demographic Import/Exprt
o Accruals Import/Export
The included interfaces will expire if not identified by Launch Go Live.

Note: Non-templated, bidirectional, custom reports and/or API (Application Programming Interface) based integrations are not included in the scope of this project.

If such services or reports are required, a separate quote will be provided.

UKG Ready Benefits*
(if purchasing as an addon)
Deployment gets you started with the end-to-end benefit administration process with the ability to automate carrier connectivity through:
• Employee Self-Service capabilities including open enrollment/life events o Medical
o Dental
o Vision
o Company Paid Life
 Flat coverage
 Salary Based
• Benefit Plan set up based on the following coverage levels:
o Employee Only
o Employee + Spouse
o Employee + Children
o Employee + Family
• Benefits New Administrator Training
• Dependent and beneficiary record keeping
• One time data load of benefit enrollments, including dependents and beneficiaries
• Benefit maintenance training
• Five (5) carrier feeds including benefit providers, COBRA connectivity to a TPA (Third Party Administrator), and Financial Connectivity o Integration Pre-requisites:
 Customer Contact Information
 3rd Party/Vendor Contact Information
 3rd Party/Vendor File Specification Documentation
 3rd Party/Vendor Credentials
o All integration pre-requisites must be received during the Requirements Phase for Integration Discovery start. Any integrations without pre-requisites after this timeframe will be considered out of scope for the project.
• Standard reporting**
**Up to five (5) additional customer-specified reports will be configured by the UKG project team using the standard functionality in the software. The customer can continue to configure as many as needed.

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CONFIDENTIAL – Not to be disclosed to third parties without specific written consent from UKG Inc. 2025.05.01 12 UKG Ready COBRA
Administration*
(if purchasing as an add-on
and bundled with Benefits)
Provides proactive administration of your federal COBRA compliance strategy across the UKG Ready solution through:
• Identify qualifying events and notification for approval • COBRA notice delivery
• Benefits management for COBRA participants, including enrollment • Management of data exchange with carriers
• Portal with dashboard to track COBRA Administration process • One-time data load using customer-supplied data of COBRA participants UKG Ready ACA
Manager*
(if purchasing as an add-on
and bundled with Benefits)
Provides proactive administration of your ACA (Affordable Care Act) compliance strategy across the UKG Ready solution through:
• Configurable time periods & rules
• Set measurement periods & hours threshold
• Calculation of employee ACA (full-time (FT) status
• Identify employees ACA standing by month
• Flag part-time (PT) employees approaching ACA FT status • Flag ACA FT employees no longer qualifying
• Calculation of plan’s affordability (Requires UKG Payroll) • Settings for minimum value plan (Requires UKG HR)
• Year-End government compliant forms
• Standard ACA compliance reporting**
• One-Time Data load using customer-supplied data of employee hours for look back in a standard UKG-supplied format
**Up to five (5) additional customer-specified reports will be configured by the UKG project team using the standard functionality in the software. The customer can continue to configure as many as needed.

UKG Great Places to
Work
(if purchasing as an add-on)
The UKG Ready Great Place to Work Hub turns typical HR metrics into opportunities to build inclusive, equitable cultures by providing:
• Pre-curated, employee demographic and lifecycle metrics and charts • Research and market trend articles from Great Place to Work • Survey integration with Great Place to Work
When bundled with UKG Ready Bryte Assist, the UKG Ready Great Place to Work Hub provides actionable insights and recommendations that are proven to create great workplaces.

8. Service Requests
Requests for change to this Statement of Work or the project it covers must be submitted to your project manager in writing or in the form of an electronic service request. Any of the following items will be considered out of scope and require a service request:
o Material changes in the scope or effort (i.e., of deployments or EIN’s, request of onsite assistance, moving go live date, etc.)
o Material changes in the number or type of deliverables to meet the defined scope of effort (i.e., additional integration, profiles, etc.)
o Additional historical data loading (HR Data or Payroll/Check Data) o Changes to the project resource requirements
o Changes to the Launch duration, i.e., changes to scheduled dates after acceptance of the Project Plan
UKG will estimate the time and costs needed to implement the change and the impact it may have on the delivery of the project. UKG will perform the requested work once the service request has been completed and signed by the Customer.

9. Completion Criteria

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CONFIDENTIAL – Not to be disclosed to third parties without specific written consent from UKG Inc. 2025.05.01 13 The project covered under this Statement of Work will be considered complete when any one of the following completion criteria is met, and no further Subscription Services configuration work is to be done as part of the originally ordered implementation. If additional work is required, a Change Order or new Statement of Work must be scoped, quoted, and signed.
o The customer has affirmed approval in writing
o The system has been used to generate, retain, or export data that is used to produce a live pay statement for an active employee
o More than twelve (12) months has passed since the date of signature of Sales Order o Material changes to the project resource requirements o Material changes to the Launch duration

2168
Exhibit “E” UKG Statements of Work
UKG Launch UKG Ready Plus Package Statement of Work

2169
Statement of Work
This Statement of Work (SoW) outlines the scope of services to be provided by UKG (Ultimate Kronos Group) for the implementation of the Subscription Services in the Order.

The scope of services described herein are fixed price based and subject to the same terms and conditions as the corresponding UKG Order. Unless otherwise defined herein, words and expressions defined in the Order shall have the same meaning in this Statement of Work.

UKG’s Launch methodology (“Launch”) provides proven and repeatable processes that are supported with UKG standard tools, templates and proven training paths that deliver a successful launch of the Subscription Services. UKG and the Customer will collaborate throughout the Launch process performing tasks such as requirements review, system configuration, data conversion, integration configuration, testing cycles, production support, and project management.

With Launch, UKG uses its proven methodology to provide administrator training and services to deploy the Subscription Services.

Launch will be delivered as described in this document.

1. Introduction to Launch
Deployment Strategy
The deployment of Subscription Services is a collaborative endeavor. UKG will work with the Customer to determine the most logical and efficient deployment plan based upon Subscription Services purchased, and Launch duration outlined in this document. UKG best practice approach is tailored to industry standards but will consult on customer’s business objectives.

Launch Methodology
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 Customer’s existing human capital management and workforce management (if applicable) functions from Customer’s legacy provider to UKG Ready. UKG’s deployment methodology includes the following phases:

Launch Phase Description
Welcome
Preliminary preparation involves four basic elements: UKG's internal readiness and team assignments, Customer preparation, a project team initial kick off meeting and ensure system access.

Requirements
UKG will perform a discovery process by interviewing the Customer’s subject matter experts from different functional areas. Information that has been gathered during the requirements phase is used to align current business process with the UKG system confirmation and allow UKG to determine the best fit between the Customer’s business requirements and the Subscription Services. A project specific timeline will be provided once requirements have been collected.

Build
This phase is designed to configure UKG Ready per the purchased Subscription Services, build interfaces, and migrate employee data into UKG Ready from legacy system. This phase will also provide unit testing to ensure that each iteration delivers a fully configured component of the system.

Test
Testing involves functional testing and user acceptance testing for the applicable Subscription Services; including, but not limited to, parallel testing, dual maintenance, and validation.

Go-Live This phase consists of UKG assisting the Customer with the first live processing, the rollout of the Subscription Services and transition to UKG’s Global Support team.

2. Roles and Responsibilities
A successful Launch assumes Customer participation throughout the project as referenced in the Roles and Responsibilities sections of this document. UKG and the Customer’s roles and responsibilities are described below.

A check mark in the grid below indicates each respective party’s primary responsibilities. v. 04.05.23 CONFIDENTIAL – Not to be disclosed to third parties without specific written consent from UKG Inc.

Exhibit “E” UKG Statements of Work
UKG Launch UKG Ready Plus Package Statement of Work

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CONFIDENTIAL – Not to be disclosed to third parties without specific written consent from UKG Inc. 2025.05.01
2 Activities UKG Customer
Project Management
Review the scope of services with Customer including contract documents and resource assignments √ √
Manage UKG team’s project resources, budget, and scope/deliverables to ensure they are being met per the project timeline √
Manage Customer team’s project resources, budget, and scope/deliverables to ensure they are being met per the project timeline √
Create status reports and facilitate status calls with project team √ Partner together to identify, manage, and resolve project issues √ √ Provide Customer communications and general project-related management activities √ Create change management and training for managers and employees √ Welcome Phase
Provide Customer access to the Subscription Services as contracted in the Order √ Share project goals and success criteria with UKG project team √ Participate in the kick-off meeting √ √
Assist in defining necessary Customer resources and a training plan as part of the project plan √
Key project resources attend recommended training course(s) throughout implementation √
Requirements Phase
Gather all available policy, procedure documentation, and business use cases to complete the data collection process √
Describe the expected solution, business processes, and business rules for all employee groups in scope during requirements meeting(s) √ Facilitate rapid review, feedback, and signoff on all project documentation as required to meet project deadlines √
Lead meeting(s) to gather business requirements and document configuration needs √ Provide Customer with a detailed project plan √
Build Phase
Complete mutually agreed upon UKG configuration tasks and complete unit testing to validate configuration √ √
Share data translations and field mapping specifications for all required fields in the UKG import templates for data conversion √
Provide source data for production processing in the UKG approved import template formats √
Review and approve imported data according to the agreed upon schedule √ Create interfaces as defined during the Requirements phase of Launch √ Supply technical support required for system integration and data conversion √ √ Complete all administrative training through Learning Center in UKG Ready √ Create a plan for manager and end-user training √
Test Phase
Complete interface data validation √ √
Perform functional/user acceptance and system testing √ √ Execute manager and end-user training √
Go-Live Phase

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3 Activities UKG Customer
Provide production support and post-live support for transition to UKG’s Global Support team √
Perform project wrap-up activities, including closing open issues √ √

3. Deliverables
Below are the key project deliverables and related acceptance criteria that UKG will deliver in each phase of the implementation.

Deliverable Activity Acceptance Criteria
Welcome Phase
Aligned expectations UKG will transition the customer project from Sales to Delivery Services
Customer confirms project
expectations aligns with Sales order
Project team transition UKG will assign the Launch team to the specifics of the project
UKG and Customer prepare project
for engagement with the Launch
team
Requirements Phase
Detailed Project Plan UKG will refine and update the initial project plan
Customer receives and accepts the
detailed project plan
Project Requirements Document
UKG will provide Project Requirements
Document
Customer receives and completes
SOC (System and Organization
Controls) sign off on the Project
Requirements Document in UKG
Ready
Completed Integration
Specifications Document(s)*
Customer will review Integration
Synopsis Document(s) with UKG
Customer reviews the document(s)
prior to development of interface(s)
Build Phase
UKG Ready configuration UKG builds UKG Ready based on
Requirements Document
UKG completes internal testing prior
to hosting Build Review Call(s)
Build Review Call(s)
Customer to attend Build Review Call(s)
hosted by UKG
Customer confirms the system is
built according to the Requirements
Document
Completed imports of all
applicable employee data
Customer will review imported data with
UKG and perform data validation
Customer confirms the system is
built according to the Requirements
Document
Completed Integration
Development*
UKG completes the development of
applicable integration(s) based on the
approved Integration Synopsis
Document(s)
UKG completes internal testing and
validation prior to moving to
customer/3rd party testing and
validation
Test Phase
Complete Payroll Compare for
1st Test Parallel. Provide issues
resolution for 1st parallel
compare
Customer will participate in parallel
testing and validate results
Customer confirms that all parallel
testing results are accurate, and
issues are resolved
Complete Payroll Compare for
2nd Test Parallel. Provide issues
resolution for 2nd parallel
compare
Customer will participate in parallel
testing and validate results
Customer confirms that all parallel
testing results are accurate, and
issues are resolved
Complete UKG Ready Testing
Customer will participate in UKG Ready
testing and review results
Customer confirms that all testing is
accurate through SOC (System and
Organization Controls) sign off in
UKG Ready

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4 Completed Import of Check
History, Balances, and all other Go
Live Relevant Imports
Customer review imported data with
UKG and perform data validation
Customer confirms that all imported
employee data is accurate
Completed Internal and External
Testing of Integration(s)*
Customer will partner with external
vendor(s) if applicable to complete all
functional testing
Customer confirms that the
integration(s) is working as
designed. UKG will schedule and
deploy based on this confirmation
Go-Live Phase
Live Punching/Processing of UKG
Ready
Customer will confirm decision to go live
prior to Subscription Services target
active date or when system is ready for
active use
Customer completes SOC (System
and Organization Controls) sign-off
for relevant Subscription Services in
UKG Ready
*Note: Financial-based exports (e.g., 401k/Retirement plan) are prioritized in alignment with go live. All other integrations are delivered as available.

4. Training
Effective training is the key to high user adoption rates. Training resulting in self-sufficient administrators, managers, and employees increases the efficiency of use of the Subscription Services and Customer’s business processes.

UKG’s training model includes a role-based learning plan. Each role within Customer’s organization has a specific set of courses required at specific points in Launch. Having role-based training classes ensures the Customer’s team members are trained on the processes they will use in their day-to-day interactions with Ready Subscription Services.

The timing of this training is key. UKG aims to provide the training with as little time between training delivery date and system usage as possible. This provides for Customer’s users to have an opportunity to reinforce the training through real-life application before they begin to lose the skills gained in training. End users (e.g., Managers and Employees) use a train the trainer model for learning. Customer is responsible for train-the-trainer learning for their managers and employees unless otherwise defined in the Launch Guidelines/Assumptions section of this document.

Core Training UKG Delivered Value Incudes Access To:

Administrator and Super
User Training
• Learning Center, UKG Ready’s learning management system and training delivery platform, for each user. Learning experiences found within include, but are not limited to:
o Interactive self-paced, on-demand modules
o “How to” videos and snippets
o Printable job aids
• Recommended learning plan(s) aligned to each user’s roles within UKG Ready
• Online, public instructor-led class(es)
• "Train the Trainer" enablement and materials
o Editable templates and tools to be leveraged by the administrators to deliver manager and employee training
o Manager and employee-focused job aids for common tasks within UKG Ready
Change Management and
User Adoption Training
• Change management training for the project team on building a change management plan for Customer’s organization
• Change management toolkit that includes pre-populated templates and supporting resources to be leveraged to deliver Customer’s change management plan

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5 5. Project Team Composition
Resource allocation and commitment are key drivers for a successful Launch. UKG uses employee resources and may use trained and approved consulting services resources (“Certified Partners”) to assist in the performance of the Launch or consulting services under this Order Form. Customer hereby authorizes access by UKG, its affiliates, and Certified Partners to the Customer information necessary to perform such services which may include access to Customer’s Confidential Information and Customer Data.

The team roles and key responsibilities are listed below. UKG will provide experienced industry experts specializing in specific areas of Launch. Customer will provide resources as described below in the Customer Team Resources section or as otherwise mutually agreed to in the project plan.

UKG Team Resources
Resource Key Responsibilities
Services Manager • UKG project sponsor
• Gains commitment for all project resources
Project Manager
• Primary point of contact
• Responsible for achieving project objectives by coordinating with all project resources on the timely completion of project tasks
• Develops and manages project schedule
• Identify and develop project risk mitigation plan
• Communicates overall project status and provides project reporting • Serves as initial point of escalation for all project related issues and coordinates activities needed for resolution
Time Solution Consultant
• Primary UKG resource and functional UKG Ready Time expert • Customer’s day-to-day point of contact for all system-related service requests
• Completes Subscription Services configuration life cycle per the Launch methodology
HR (Human Resources)
Solution Consultant
• Primary UKG resource and functional UKG Ready HR (Human Resources) expert
• Customer’s day-to-day point of contact for all system-related service requests
• Completes Subscription Services configuration life cycle per the Launch methodology
Payroll Solution Consultant
• Primary UKG resource and functional UKG Ready Payroll and Payroll Services expert
• Customer’s day-to-day point of contact for all system-related service requests
• Completes Subscription Services configuration life cycle per the Launch methodology
Benefits Solution Consultant
• Primary UKG resource and functional UKG Ready Benefits expert • Customer’s day-to-day point of contact for all system-related service requests
• Completes Subscription Services configuration life cycle per the Launch methodology
Talent Acquisition, Comp,
Performance Solution
Consultant
• Primary UKG resource and functional UKG Ready Talent, Compensation, and Performance expert
• Customer’s day-to-day point of contact for all system-related service requests
• Completes Subscription Services configuration life cycle per the Launch

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6 methodology
Integration Consultant (As
applicable) • Responsible for integration file creation and delivery • Works together with Customer to determine requirements for integration(s), deploys and schedules completed interface(s).

Success Krew Manager • Primary point of contact for post-live services related activities and transition to support
Customer Team Resources
Resource Key Responsibilities
Executive Sponsor
• Customer project sponsor
• Gains commitment for all project resources
• Provides executive-level support to the project team
• Ensures that the needs of the project team are well represented and met by the steering committee
Project Manager/Lead
• Primary point of contact
• Responsible for achieving project objectives by coordinating with Customer project resources on the timely completion of project tasks • Communicates overall project status and provides project reporting to Customer steering committee if applicable
• Serves as Customer’s initial point of escalation for all project related issues and coordinates activities needed for resolution
• Identify and manage project risks
• Channels the team’s activities toward Subscription Services configuration and executing the project
Time Subject Matter Expert • Customer’s primary time representative and designated decision maker for time tracking
HR (Human Resources)
Subject Matter Expert
• Customer’s primary HR representative and designated decision maker for HR
Payroll Subject Matter
Expert
• Customer’s primary payroll representative and designated decision maker for payroll
Benefits Subject Matter
Expert
• Customer’s primary benefit representative and designated decision maker for benefits
Education and Change
Management Resource
• Customer’s primary resource and designated decision maker for end user training and change management
System Administrator • Customer’s primary resource for Subscription Services configuration and system knowledge
Technical Resource • Customer’s primary resource for technical issues related to data conversion, integrations, network, and Subscription Services security Other Subject Matter Experts • Customer’s primary resource and designated decision maker in their specific specialty area

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7 6. Launch Guidelines
The following guidelines were used in preparing this Statement of Work:
• General Guidelines
o The assigned UKG Project Manager will provide a finalized projected timeline once the requirements phase has been completed.

Note: The launch duration for a Plus plan Subscription Services project is an average of 100 days from project kickoff. Actual project duration may be compressed or elongated as influenced by customer preparation and engagement, customization of solution design, or additional value-added Subscription Services ordered.
o The customer and UKG team are to complete tasks as indicated in the roles and responsibilities of this document and as assigned in the final project plan by mutually agreed upon due dates. o UKG will communicate with the Customer’s project manager as the appointed point of contact responsible for all project management, communication, and preparation among all customer’s parties (e.g., staff, vendors, consultants) and for any escalation and resolution. o Customer holds sole responsibility for troubleshooting system(s) or hardware not provided by UKG. o Changes in the scope of the launch or requirements are subject to review and may have an impact on the project timeline or cost. If additional work is required, a Change Order or new Statement of Work must be scoped, quoted, and signed.
o UKG will support two (2) in-production payroll processing periods, then transition customer engagement to UKG’s Global Support team for post-implementation support. o Customers will leverage UKG Report Hub, which includes 61 commonly used pre-configured reports for their reporting needs. UKG Ready does not build custom reports. o One time data load using customer-supplied data for current year in a standard UKG-supplied format.

Customer will dual maintain UKG Ready and legacy system until fully live with UKG Ready. • Delivery Guidelines
o All project work and resource delivery are supported through a virtual (offsite) UKG Launch team; the customer’s team is not required to travel to UKG for any part of the Launch process. o If onsite work is preferred or required, exceptions can be requested from the UKG Services Manager.

UKG has consulting service solutions that are not included as part of Launch but can be purchased as a value-added service.
o When travel is agreed upon as part of a custom Launch or service request, UKG will deliver the scope of this project utilizing a blended approach. A blended approach combines onsite and remote resources.
o For any UKG travel to a customer’s location, travel expenses are not included and will be invoiced separately as incurred.

7. Subscription Services Assumptions
The following assumptions were used in preparing this Statement of Work, where available for purchase, if ordering:

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8 Subscription
Services Assumptions
UKG Ready Time
Deployment gets you started with the ability to accept punches and pay employees accurately through these core components:
• Cost Centers (2) – Labor Levels, Activities
• Profiles
o Timesheets
o Time off requests
o Pay Calculations– up to 4 standard calculations
o Pay Prep
o Security – standard
• Tables
o Rate– Base Comp
o Shift Differentials & Premiums
o Holiday
• Manager Levels
o Direct assignment to employee Up to 2
• Workflows (3) – Standard Up to 2 levels of Manager Approval o Time Off Requests
o Timesheet Change Requests
o Timesheet Approvals
• Schedules
o Daily Rules
o Work Schedule Profiles
• Pay Periods – In arrears
• Counters – Up to 30 Standard
• Weighted Average Overtime Pay
• Time Off Categories (10) Standard
• Standard Dashboard Widgets
• Standard reporting**
• Timekeeping Admin Training
**Up to five (5) additional customer-specified reports will be configured by the UKG project team using the standard functionality in the software. The customer can continue to configure as many as needed.

UKG Ready HR
Core functionality deployment gets you started by establishing HR as the system of record for employees, one of the most important foundational components through:
• Core employee demographics
• Onboarding
• Checklists
• Up to 5 will be configured by the UKG project team, including Onboarding, however the Customer can configure as many as needed
• Personnel management
• Workflows (5)
• Up to 5 will be configured by the UKG project team, including Onboarding, however the Customer can configure as many as needed
• HR Actions (10)
• HR documents & forms (7)
• Includes 5 standard forms and up to 2 custom forms under 5 pages will be configured by the UKG project team, including Onboarding, however the Customer can configure as many as needed
• Compliance reporting
• Standard reporting**
• Standard Dashboard Widgets
• One-Time data load using customer-supplied data for current year in a standard UKG-supplied format

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9 • HR Admin Training
**Up to five (5) additional customer-specified reports will be configured by the UKG project team using the standard functionality in the software. The customer can continue to configure as many as needed.

UKG Ready Payroll
Deployment gets you started with the end-to-end payroll process with the ability to calculate gross-to-net, pay employees, adjust, validate, and export data needed for tax filing through:
• Up to (5) Employer Identification Numbers (EIN)
• Pay Period Profiles - Standard
• Up to (2) Parallel Payroll tests
• Company Tax Setup (Jurisdictions) (15) with up to (2) states with local tax jurisdictions
• Standard Exports/Reports**
• Company Deduction Types
• Company Earning Types
• Configure Default Banks
• Workers Comp Types
• Payroll History up to 4 Quarter of Current Year
• All Payroll Configurations Include:
o Standard Dashboard Widgets
o Global Payroll Settings
o Standard Notifications
o GL (General Ledger) Set Up – one per EIN
o In-house manual check printing
o Employee Imports
• Vendor Payments (ACH/Check)
• Payroll Administrative Training
Note: Requires standard configuration across EINs and does not include multiple deployments.
**Up to five (5) additional customer-specified reports will be configured by the UKG project team using the standard functionality in the software. The customer can continue to configure as many as needed.

UKG Ready Payroll
Services
Deployment prepares you to manage post payroll calculation functions utilizing the services as indicated in the Payroll Processing Addendum through:
• Tax Filing and deposits
• Third-party payments
• SmartCheck Services to include:
• Employee direct deposit
• Employee check delivery locations (15)
• New hire reporting
• W2/1099 filing and printing
• 1095C printing
• Confirmation of Funding method
• Testing of Funding bank account
• Tax Account ID, Frequency & Rate (Note: Services can only be provided for tax accounts with valid Tax ID provided and UKG supported taxes) • Balancing Current Year Payroll Tax Payments
• Collection of Power of Attorney forms for all jurisdictions • Delivery policy configuration
• Shipping account authorization and configuration
• Confirmation multi-state new hire registration, if applicable • Master Vendor maintenance
• Payroll Processing Notifications
• Tax Code configuration verification reporting
• UKGPS New administrator training

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10 Note: Customer must provide all requested information, including year-to-date payroll and tax payment information, valid tax account IDs for all active tax jurisdictions, and required Power-of-attorney forms.

UKG Ready Accruals
Adds comprehensive accrual administration to UKG Ready Time by automatically enforcing your time-off policies through:
• Accruals measured in hours
• Accrual Types (2) (Sick, Vacation/PTO)
• Consistent enforcement of policy
• Configurable calculation methods & grants
• Time-Off routing & approval workflow (requires Timekeeper) • Time-Off requests at data collection devices
• Automatic updates to schedule & timecard (requires Timekeeper) • Visibility to projected balances
• Automatic balance reduction (requires Timekeeper or Payroll) • View time-off calendars for groups
• Mobile access
• Standard Dashboard Widgets
• Standard reporting**
• One-Time data load using customer-supplied data for current year in a standard UKG -supplied format
• Configure Accruals profiles and assign them to employees **Up to five (5) additional customer-specified reports will be configured by the UKG project team using the standard functionality in the software. The customer can continue to configure as many as needed.

UKG Ready Attestation
Provides documentation proof of compliance for required administration to UKG Time by automatically enforcing your policies through:
• Configurable questions & response choices
• Automated notification & reminders
• Several employee prompts with workflows
o Prompts differ based on attestation prompt
• Workflows**
• Functionality for the InTouch Clock vs. the Web may differ • Full Audit Report
**Up to three (3) of each, as needed, will be configured by the UKG project team. The customer can continue to configure as many as needed.

UKG Ready Benefits*
*All integrations will be
delivered post go live
Deployment gets you started with the end-to-end benefit administration process with the ability to automate carrier connectivity through:
• Employee Self-Service capabilities including open enrollment/life events o Medical
o Dental
o Vision
o Company Paid Life
 Flat coverage
 Salary Based
• Benefit Plan set up based on the following coverage levels:
o Employee Only
o Employee + Spouse
o Employee + Children
o Employee + Family
• Benefits New Administrator Training
• Dependent and beneficiary record keeping
• One time data load of benefit enrollments, including dependents and beneficiaries

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11 • Benefit maintenance training
• Five (5) carrier feeds including benefit providers, COBRA connectivity to a TPA (Third Party Administrator), and Financial Connectivity o Integration Pre-requisites:
 Customer Contact Information
 3rd Party/Vendor Contact Information
 3rd Party/Vendor File Specification Documentation
 3rd Party/Vendor Credentials
o All integration pre-requisites must be received during the Requirements Phase for Integration Discovery start. Any integrations without pre-requisites after this timeframe will be considered out of scope for the project.
• Standard reporting**
**Up to five (5) additional customer-specified reports will be configured by the UKG project team using the standard functionality in the software. The customer can continue to configure as many as needed.

UKG Ready COBRA
Administration*
*Requires UKG Ready HR
and Benefits and bundled
with Benefits
Provides proactive administration of your federal COBRA compliance strategy across the UKG Ready solution through:
• Identify qualifying events and notification for approval • COBRA notice delivery
• Benefits management for COBRA participants, including enrollment • Management of data exchange with carriers
• Portal with dashboard to track COBRA Administration process • One-time data load using customer-supplied data of COBRA participants UKG Ready ACA
Manager*
*Recommend being used
with UKG Ready Time, HR
& Payroll. Bundled with
Benefits
Provides proactive administration of your ACA (Affordable Care Act) compliance strategy across the UKG Ready solution through:
• Configurable time periods & rules
• Set measurement periods & hours threshold
• Calculation of employee ACA (full-time (FT) status
• Identify employees ACA standing by month
• Flag part-time (PT) employees approaching ACA FT status • Flag ACA FT employees no longer qualifying
• Calculation of plan’s affordability (Requires UKG Payroll) • Settings for minimum value plan (Requires UKG HR)
• Year-End government compliant forms
• Standard ACA compliance reporting**
• One-Time Data load using customer-supplied data of employee hours for look back in a standard UKG-supplied format
**Up to five (5) additional customer-specified reports will be configured by the UKG project team using the standard functionality in the software. The customer can continue to configure as many as needed.

UKG Ready Integration
Hub
Included with any abovelisted Subscription
Services, as available and
required
All Benefit and Financial
integrations require
Benefits Hub, a service of
UKG Ready.

Enables data to flow between UKG Ready and 3rd party applications and/or vendors.

UKG will deliver up to three (3) additional interfaces as part of this project.

The customer is responsible for providing import files to UKG in the standard UKG Ready format and utilizing the standard UKG Ready delivery method. Each direction (To/From) any 3rd party system and UKG is considered a separate interface.

Interfaces will be accomplished via standard flat-file exchange. Customer will work with UKG and 3rd party vendors to facilitate design, testing, and validation. Examples of interfaces/integrations that can be supplied under this project include:
o Schedule Import/Export
o Punch Import/Export
o Demographic Import/Exprt
o Accruals Import/Export
The included interfaces will expire if not identified by Launch Go Live.

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12 Note: Non-templated, bidirectional, custom reports and/or API (Application Programming Interface) based integrations are not included in the scope of this project.

If such services or reports are required, a separate quote will be provided.

UKG Ready Performance
Management
Provides predefined performance management process from defining programs and guidelines through budgeting and modeling to routing proposals for approval through:
• Up to two (2) pre-defined review profiles with competencies • One (1) rating scale
• One (1) sequential workflow
• Ability to complete a 90-day check-in
UKG Ready Recruiting
Provides proactive administration of your Recruitment strategy across the UKG Ready solution through:
• Applicant Configuration
• Applicant Administration
• Job Requisitions
• Standard Workflow for Job Requisitions
• Standard Communication and Notification templates**
• Standard reporting**
**Up to five (5) additional customer-specified reports will be configured by the UKG project team using the standard functionality in the software. The customer can continue to configure as many as needed.

UKG Ready Learning
• Creation of Learning Academy
• Learning Profile assignments
• Bulk Upload of Employee information to LMS (Learning Management System)
• Security settings
• Training enabling client to administrate:
o Content creation
o Addition of Courses, Exams, OJTs, and Polls
o Assignment of courses to individuals or groups of employees o Dashboard configuration for employees, managers, and
administrators
o Reporting functionality
UKG Ready Bryte AI
UKG will:
• Assist with configuring access to Bryte Assist through security settings • Provide guidance on how to upload documents to Bryte Assist • Share best practices for using Bryte Assist effectively Note: Bryte AI does not currently support the automatic generation of responses based on localized content-specific rules or policies unless those are uploaded. We also recommend that customers encourage their user base to provide clear feedback if Bryte AI ever provides incorrect information. For any issues, Customer Administrators should submit tickets via the appropriate UKG channels, following the established escalation process and SLA requirements.

UKG Great Places to
Work
The UKG Ready Great Place to Work Hub turns typical HR metrics into opportunities to build inclusive, equitable cultures by providing:
• Pre-curated, employee demographic and lifecycle metrics and charts • Research and market trend articles from Great Place to Work • Survey integration with Great Place to Work
When bundled with UKG Ready Bryte Assist, the UKG Ready Great Place to Work Hub provides actionable insights and recommendations that are proven to create great workplaces.

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13 UKG Ready Expense
Tracking*
*Requires UKG Ready Time
Deployment will enable Customer to process employee submitted expense reports and includes the following:
• Configuration of up to three (3) expense profiles and three (3) approval workflows
• Configuration of up to (10) expense types (i.e., amount-based, mileagebased, etc.) and ten (10) expense attributes • Report-level and individual expense item reporting
• Employee self-service for creating expense reports and attaching receipts • Pay prep processing for expenses to flow to payroll
UKG Ready
Compensation
(if purchasing as an add-on)
Automates the entire compensation management process from defining programs and guidelines through budgeting and modeling to routing proposals for approval through:
• Configurable compensation cycle
• Tie compensation to performance outcomes
• Import/export Excel based compensations proposals
• Routing & approval workflows
• Complete compensation process visibility
• Budget vs. prosed comparison
UKG Leave Manager
(if purchasing as an add-on)
Adds comprehensive leave administration through:
• Federal & state leave policy enforcement (3)
• Employer-specific leave policy enforcement (2)
• Qualifying questionnaire
• Leave eligibility, type & duration determination
• Leave hour interface with timesheets
• Leave case routing workflow
• Leave case life cycle monitoring
• Employee self-services leave request & history
• Standard reporting & email notification alerts**
• One-Time data load using customer-supplied data of current leave cases, leave case entries & entitlement balances in a standard UKG-supplied format **Up to five (5) additional customer-specified reports will be configured by the UKG project team using the standard functionality in the software. The customer can continue to configure as many as needed.

UKG Ready People
Insights
(if purchasing as an add-on)
Core functionality deployment gets you started by establishing standard views of common information helpful to business stakeholders. The standard views UKG will provide during this project include:
• Calculation of flight risk
• Configurable alerts using AIMEE Insights
• Standard reporting including pivot functionality**
• Flight Risk Dashboard tile
• Voluntary Termination Reason Mapping (*In conjunction with UKG Ready HR).
**Up to five (5) additional customer-specified reports will be configured by the UKG project team using the standard functionality in the software. The customer can continue to configure as many as needed.

8. Service Requests
Requests for change to this Statement of Work or the project it covers must be submitted to your project manager in writing or in the form of an electronic service request. Any of the following items will be considered out of scope and require a service request:
o Material changes in the scope or effort (i.e., # of deployments or EIN’s, request of onsite assistance, moving go live date, etc.)
o Material changes in the number or type of deliverables to meet the defined scope of effort (i.e., additional integration, profiles, etc.)
o Additional historical data loading (HR Data or Payroll/Check Data) o Changes to the project resource requirements

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14 o Changes to the Launch duration, i.e., changes to scheduled dates after acceptance of the Project Plan
UKG will estimate the time and costs needed to implement the change and the impact it may have on the delivery of the project. UKG will perform the requested work once the service request has been completed and signed by the Customer.

9. Completion Criteria
The project covered under this Statement of Work will be considered complete when any one of the following completion criteria is met, and no further Subscription Services configuration work is to be done as part of the originally ordered implementation. If additional work is required, a Change Order or new Statement of Work must be scoped, quoted, and signed.
o The customer has affirmed approval in writing
o The system has been used to generate, retain, or export data that is used to produce a live pay statement for an active employee
o More than twelve (12) months has passed since the date of signature of Sales Order o Material changes to the project resource requirements o Material changes to the Launch duration

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Exhibit “E” UKG Statements of Work
UKG One View Connect Statement of Work

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UKG Statement of Work for UKG One View Connect
This Statement of Work (SOW) outlines the scope of services to be provided by UKG for the implementation of the Subscription 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 the Parties. The scope of services described herein are 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 SOW. In the event of a conflict or discrepancy between the terms in this SOW and the MSA, the MSA shall prevail.

UKG’s launch methodology (“Launch”) provides proven and repeatable processes that are supported with UKG standard tools, templates and proven training paths that deliver a successful launch of the Subscription Services. UKG and the Customer will collaborate throughout the Launch process performing tasks such as requirements workshops, system configuration, data conversion, integration configuration, testing cycles, production support, and project management.

With Launch, UKG uses its proven methodology to provide training and services to deploy the Subscription Services. Launch will be delivered as described in this document.

1. Introduction to Launch
UKG’s Launch methodology provides a framework for how the project will progress during Customer’s deployment. The project team follows this framework to transition Customer’s applicable functions from the legacy provider(s) to the UKG Subscription Service(s).

The Launch methodology includes the following phases:

Launch
Phase Description
Welcome
This phase includes UKG’s internal readiness and team assignments, Customer preparation and access to Subscription Service(s), project team kick off, and initial project planning.

Requirements
This phase includes reviewing and assessing Customer’s current process and policy information to ensure the best fit between Customer’s business requirements and the UKG Subscription Service(s).

Build
This phase includes configuring Customer’s Subscription Service(s), migrating applicable data from legacy system(s), building integrations to/from third-party systems, and unit testing to ensure each iteration delivers a fully configured component of the system.

Test This phase includes Customer’s User Acceptance Testing (UAT) testing for the applicable UKG Subscription Service(s).

Go Live
This phase includes UKG assisting Customer with the first live processing, the rollout of the Subscription Service(s) and transition to UKG support.

2. Subscription Service(s) in Scope
The following Subscription Services are in scope and will be configured in accordance with the Launch methodology and assumptions described in this document.

Subscription Service Go Live Phase
UKG One View Connect Multiple

3. Launch Parameters
The following parameters support UKG’s Launch methodology and provide an additional set of considerations as it applies to the Project, the Subscription Service(s), and Professional Services described in this document.

Launch Item Guidelines
Project Launch
and Completion
• The typical duration for the Subscription Service(s) Launch will vary based on the scope and number of pay groups.
• Launch services end when the agreed upon scope of services is completed. • The duration of Launch is generally based on one (1) month for every fourteen (14) pay groups. • Additional services, if necessary to complete the Launch, will require a separate Service Request.

Exhibit “E” UKG Statements of Work
UKG One View Connect Statement of Work

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Launch Item Guidelines
Launch Pricing
• Fixed Fee Launch pricing for the scope of services described herein is based on typical Launch duration and assumes Customer will have established standardized HR, pay, and/or time policies/practices for employees included within the Order.
• Launch services will be delivered as one continuous project. If any necessary Customer information, data, materials, access, cooperation and/or personnel is incomplete or delayed, UKG reserves the right to place the project on hold, reassign resources, and amend the quoted pricing accordingly. • Material scope changes impacting project resource requirements and/or Launch duration will require a separate Service Request.

Customer Tasks
and
Communication
• Customer will complete tasks and training as indicated in the Roles and Responsibilities section of this document and as assigned in the final project plan by mutually agreed upon due dates. • Customer’s project manager is the appointed point of contact for Customer on this project. 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 Customer.

Work Hours
• UKG will perform work during standard business hours, Monday through Friday from 8:00 a.m. to 5:00 p.m. in the Customer’s primary time zone.
• Work outside of the standard business hours must be mutually agreed upon in advance and requested with enough notice to ensure resource availability.

Access and Travel
• 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. • Customer will provide UKG resources with access to necessary infrastructure. Remote access will be granted using industry standard tools (GoToMyPC, PCAnywhere, etc.). • Travel expenses are not included and will be invoiced separately as incurred. Customer is responsible for airfare, lodging, and related travel expenses incurred while UKG resources are traveling for Customer’s business. All travel and expenses are billed at actual costs incurred. UKG resources will book travel through UKG’s preferred travel management company.

4. Roles, Responsibilities, and Deliverables
A successful Launch assumes Customer participation throughout each phase of the project. Roles and responsibilities for both UKG and Customer are described below along with primary Launch deliverables and acceptance criteria.

Launch
Phase UKG Customer Deliverables
Welcome
• Review Statement of Work
(SOW), contract documents and
resource assignments with
Customer
• Facilitate and participate in the
kick-off meeting
• Assist in defining Customer
resources and training plan as
part of the project plan
• Provide Customer access to the
Subscription Service(s) as
contracted in the Order
• Validate Statement of Work
(SOW), contract documents and
resource assignments
• Share project goals/success
criteria with UKG project team
• Participate in the kick-off meeting
• Ensure key project resources
attend recommended training
course(s) throughout
implementation
• Statement of Work (SOW) and
contract documents reviewed
and align with those received
with the Order
• Resource assignments, training
plan, and initial project plan
delivered and align with project
goals/success criteria shared
with UKG project team
• Access to the UKG Subscription
Service(s) obtained as
contracted in the Order
Requirements
• Lead requirements workshop(s)
to aid Customer in gathering
business requirements
• Conduct workshops to define
testing strategy
• Lead and participate in the
documentation of project
assumptions, risks, and
configuration needs based on
• Participate in requirements and
testing strategy workshops
• Gather policy/procedure
documentation and business use
cases to complete data collection
process
• Describe expected solution,
business process(es), and
business rules for all employee
• Requirements workshop(s)
delivered enabling the data
collection process
• Testing strategy workshop(s)
delivered supporting testing
strategy definition
• Document detailing project
assumptions, risks, and
configuration needs jointly

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Launch
Phase UKG Customer Deliverables
completed requirements and
UKG recommended
configurations
• Create project scope document
detailing the results of the
requirements phase and provide
Customer with a detailed project
plan
groups in scope
• Facilitate rapid review, feedback,
and signoff on all project
documentation as required to
meet project deadlines
• Participate in the documentation
of project assumptions, risks, and
configuration needs
produced
• Updated project plan delivered
detailing activities and primary
milestones of the project
Build
• Complete mutually agreed upon
UKG configuration tasks and
complete unit testing to validate
configuration
• Share data mapping process and
field specifications with Customer
• Configure interfaces as defined
in this document
• Supply technical support for UKG
network infrastructure
• Complete mutually agreed upon
Customer configuration tasks
and complete unit testing to
validate configuration
• Provide data translations and
field mapping defaults for all
required fields
• Supply technical support for
system integration/data
conversion, system networking
and any Customer hardware
• Review configuration and agree
to proceed to Test phase
• Unit testing completed and
configuration validated for
Subscription Service(s)
• Data mapping process and field
specifications shared supporting
the provisioning of data
necessary for required fields
• Interfaces are configured and
align with those defined in the
SOW
Test
• Assist Customer with interface,
system, functional, and
conversion (if applicable) User
Acceptance testing (UAT) per the
defined testing strategy
• Resolve Customer-reported
defects
• Perform interface, system,
functional, and conversion (if
applicable) User Acceptance
testing (UAT) per the defined
testing strategy
• Report and retest identified
defects
• User Acceptance testing (UAT)
completed and Customer’s
authorization to proceed to Go
Live received
Go Live
• Provide production support and
post-live support for transition to
UKG’s Support Services team
• Execute manager and end-user
training
• Validate Subscription Service(s)
and mutually agree to proceed
with Go Live
• First live date has been achieved

5. Project Team Composition
UKG will provide experienced resources and subject matter experts (SMEs) specializing in specific areas of the Launch associated with the Subscription Service(s) purchased. Customer will also provide resources and subject matter experts (SMEs) to support implementation of the Subscription Service(s) purchased or as otherwise mutually agreed to in the project plan.

UKG may use trained and approved consulting services resources (“Certified Partners”) to assist in the performance of the Launch or consulting services under the Order. Customer hereby authorizes access by UKG, its affiliates, and Certified Partners to Customer information necessary to perform such Professional Services which may include access to Customer’s Confidential Information and Customer Data.

UKG Resource Key Responsibilities
Service Manager • Act as UKG project sponsor responsible to gain commitment for all project resources Project Manager
• Serve as primary point of contact responsible for achieving project objectives by coordinating with all project resources on the timely completion of project tasks • Develop and manage project schedule. Communicate overall project status and provide project reporting.
• Serve as initial point of escalation for all project related issues. Identify and develop project risk mitigation plan and coordinate activities needed for resolution.

Integration Consultant
• Create and deliver all in-scope integrations
• Work together with Customer and 3
rd
-party vendors (if applicable) to determine requirements for file automation; initiates and manages the setup of data exchange services

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UKG Resource Key Responsibilities
User Adoption Consultant • Serve as primary point of contact to advise designated Customer resources responsible to support the delivery of change management
Payment Services Subject
Matter Expert • Primary point of contact for payment services related activities Customer Resource Key Responsibilities
Executive Sponsor
• Act as Customer project sponsor responsible to gain commitment for all project resources • Provide executive-level support to the project team
• Ensure the needs of the project team are well represented and met by the steering committee Project Manager/Lead
• Serve as primary point of contact responsible for achieving project objectives by coordinating with Customer project resources on the timely completion of project tasks • Communicate overall project status and provide project reporting to Customer steering committee if applicable
• Identify and manage project risks and serve as Customer’s initial point of escalation for all project related issues and coordinate activities needed for resolution • Channel the team’s activities toward Subscription Service(s) configuration and executing the project
Education and Change
Management Resource
• Act as Customer’s primary resource and designated decision maker for end user training and change management
System Administrator • Serve as Customer’s primary resource(s) for Subscription Service(s) configuration and ongoing system support and knowledge Technical Resource • Serve as Customer’s primary resource(s) for technical issues related to integrations, network, Subscription Service(s) security, and data conversion when applicable Payroll Subject Matter
Expert • Customer’s primary payroll representative and designated decision maker Other Subject Matter
Experts
• Other subject matter experts, as needed, to act as a primary resource and designated decision maker for their specialty area

6. Professional Services and Subscription Service Assumptions The following Subscription Service and Professional Service assumptions were used to formulate the Order and this SOW.

Changes to these assumptions may require a separate Service Request resulting in additional costs and delayed timelines.

Professional Training
and User Adoption
Services
Assumptions
Training
UKG will:
• Provide a product learning plan to prepare your project team during the Launch via the UKG Community. Specific courses are required during each phase of the Launch to minimize the amount of time between training delivery date and real-life system usage. • Provide access to learning resources like job aids and videos for end users, superusers and administrators.
• Provide ongoing, post-live access to formal and informal learning for administrators and superusers to keep up to date with releases, quarter/year end and best practices.

Professional Testing
Services Assumptions
User Acceptance Testing
(UAT) Support UKG will:
• Provide an overview of the UAT process, including testing tools and the approach to be used for issue management
• Supply stock baseline test cases to validate system functionality and provide general guidance to aid Customer in writing and executing test cases specific to their business • Offer consultation and provide issue support during the testing phase • Secure final confirmation from

Customer to validate system readiness prior to Go Live
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Subscription Services Assumptions
UKG One View Connect
UKG will:
• Lead Customer through a multi-country, multi-phased deployment of UKG One View Connect for the countries set forth in the Order.
• Configure the UKG One View Connect system per Customer pay group requirements for the countries set forth in the Order.
• Support Customer’s company data and/or employee data migration via one (1) of the following methods:
o HCM synchronization
o One View template population
o One View UI entry
• Validate Customer’s data load, payment tests and the successful syncing of live data • Provide cut-over support for the first full cycle of live operation Customer will:
• Extract applicable company and/or employee data from existing legacy system(s) and enter via One View Connect UI or UKG-provided template (applies only if data is not being synchronized from HCM system)
• Provide a payroll register
• Support payment tests (if in scope) in the agreed timeframe • Support of testing of the General Ledger (if in scope) • Complete the necessary training
• Own internal change management and any new process required to use the Product

7. Service Requests
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:
• Material changes in the scope or effort
• Material changes in the number or type of deliverables to meet the defined scope of effort • Changes to the project resource requirements
• Changes to the Launch duration
UKG will assess the time and costs needed to implement the Service Request, its impact on the project's delivery, and will quote the effort based on current rates. UKG will perform the requested work once the Service Request has been completed and signed by Customer. UKG will not be responsible for troubleshooting Subscription Service(s), interfaces or hardware not provided by UKG.

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Exhibit “E” UKG Statements of Work
UKG One View Managed Services and Payments Statement of Work

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Exhibit “E” UKG Statements of Work
UKG Pro Pay and People Center Statement of Work

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Exhibit “E” UKG Statements of Work
UKG Pro Workforce Management Statement of Work

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Exhibit “F” UKG Business Associate Addendum

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Exhibit “F” UKG Business Associate Addendum

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Exhibit “G” Terms of Use for MyPeopleDoc (UKG Employee Vault)

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Terms of Use for MyPeopleDoc® (UKG Employee Vault)
PREAMBLE:

Welcome to MyPeopleDoc (UKG Employee Vault)
These Terms of Use (hereinafter referred to as the “Terms of Use”) are intended to define the contractual relationship between PeopleDoc SAS, a UKG entity (hereinafter “UKG”) and the natural person (hereinafter the “User” or “Users”) who creates a MyPeopleDoc® account for file management as described below.

The employer has entered into a services agreement with UKG or one of the UKG affiliates to distribute HR documents, as defined below, via your MyPeopleDoc® account (“Services”). By reading and accepting these Terms of Use, User agrees to activate your MyPeopleDoc® account and receive HR Documents from your Employer via your MyPeopleDoc® account.

The Services are provided by PeopleDoc SAS, a company incorporated and operating under the laws of France, whose registered office is located at 53 rue d’Hauteville, 75010 Paris, France.

To use MyPeopleDoc®, the User must: (i) have full legal capacity (acts performed by minors, according to applicable law, will be performed under the responsibility and control of their legal guardian); (ii) read and accept these Terms of Use.

1. DEFINITIONS
“Employer” refers to the entity that entered into a services agreement with any UKG affiliate for the purpose of distributing HR Documents and that User authorises to issue HR Documents to the MyPeopleDoc® account based on the “Account” settings.
“Files” refers to HR Documents and Personal Files as defined below. “HR Documents” refers to documents sent by the Employer into the MyPeopleDoc® account in the context of the HR Documents distribution service for which UKG was engaged and for which User has registered by accepting these Terms of Use.
“MyPeopleDoc®” or “Account” refers to the secure personal space operated by UKG, allowing the User to receive, store, share, organise, manage, view and delete HR Documents as well as upload, store, view, organise, manage, share and delete Personal Files.
“Personal Data” refers to any information concerning an identified or identifiable natural person.

An “identifiable natural person” is a natural person who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, online identifier or to one or more factors specific to the identity of that natural person. “Personal Files” refers to the files that User uploads directly into the MyPeopleDoc® account.

Exhibit “G” Terms of Use for MyPeopleDoc (UKG Employee Vault)

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“Services” refers to the file management services provided by UKG to the User via the MyPeopleDoc® account after Users’ acceptance of these Terms of Use.
“Terms of Use” refers to the terms and conditions of the Services including any document attached to these terms of use, as well as any amendments thereto.
“User” or “Users” refers to any natural person with full legal capacity who has created a MyPeopleDoc® account.

2. SCOPE OF THE TERMS OF USE
These Terms of Use will define the relationship between UKG and the User, concerning access to and use of MyPeopleDoc® and setting out rights and obligations for both parties, inter alia, regarding the Files (such as electronic payslips and any other HR Documents sent to the User by the Employer; and the Personal Files that User may choose to upload to MyPeopleDoc®), back-ups and the processing of Personal Data performed within the framework of the Services.

3. ACTIVATION OF THE ACCOUNT
To activate the MyPeopleDoc® Account, Users must first register with their personal email address, and accept the Terms of Use by ticking the box intended for account activation at the time of the registration.

4. OVERALL DESCRIPTION OF MyPeopleDoc®
To create a MyPeopleDoc® Account, Users shall receive an invitation from the Employer, which enables them to register. As defined above, MyPeopleDoc® is a secure personal space operated by UKG allowing the User to receive, store, share, organise, manage, view and delete HR Documents from the Employer. Additionally, Users may upload, store, view, organise, manage, share and delete Personal Files.

4.1. When registering with UKG to create a MyPeopleDoc® Account, we strongly advise the User to use their personal email address. Once the MyPeopleDoc® Account is activated, the User’s personal email address will make it easier for the User to manage their secure personal space, and they can keep their Account even after changing employers. MyPeopleDoc® allows the User to:
- Receive HR Documents from the Employer(s) (whether current or future) to whom the User has given prior permission. The User will be notified when HR Documents are made available, at the email address used for MyPeopleDoc® Account activation; - Link the User’s Account to one or more Employers. Employer may send any type of HR Document on either an automated and regular basis or a manual and ad-hoc basis; - Upload, store, rename, view, share, organise and delete Personal Files in a personal storage space (limited to a storage capacity of 10 Gigabytes);
- Share Files with third parties by creating sharing spaces in “Shared Folders”; - Delete documents that User no longer wants to keep, via the “bin” functionality.

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4.2. UKG understands the importance of the confidentiality of HR Documents and Personal Files.

Therefore, UKG implements safeguards to protect the confidentiality, integrity and availability of said Files, and does not share said Files. The User is the only person who can grant access to Files.

4.3. Management settings in the User’s Account (including the type of Files, the choice to unsubscribe, as well as a record of the dates and times that these settings are modified) may be sent to the Employer as part of the HR Documents distribution service for which UKG was engaged.

5. DATA PROTECTION
UKG’s general Privacy Notice is available here. Below, Users will find specific data protection provisions related to the MyPeopleDoc® Account.

5.1. Identity and the contact details of the controller PeopleDoc SAS (UKG)
53 rue d’Hauteville
75010 Paris
France

5.2. Contact details of our data protection officer
[email protected]
or
PeopleDoc SAS (UKG)
For the Attention of the Data Protection Officer
53 rue d’Hauteville
`75010 Paris
France

5.3. Purposes and legal basis of the processing

5.3.1. Users’ Personal Data is processed in the context of providing the MyPeopleDoc® Services for the following purposes:
- To ensure logging on to and activation of MyPeopleDoc® Account; - To enable the User and Employer to exchange HR Documents; - To enable the User to store the Files;
- To ensure that the User receives notifications about certain account activity, such as an email when the User receives a new HR Document;
- To ensure that the User receives SMS, when two-factor authentication is active; - To ensure access to UKG’s user support; and
- To enable other functionalities and features related to MyPeopleDoc® Account.

5.3.2. In addition, UKG stores the following Personal Data to maintain an active MyPeopleDoc® Account:
- Email address;
- First name and surname;

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- IP addresses and operating systems information (“latest account activity” feature); - Phone number (only stored when SMS is used as means for “Multi-Factor Authentication”).

5.3.3. The legal basis for processing Personal Data is the legitimate interest of a third party, the Employer, as further explained below.

5.4. Legitimate interests pursued by the Employer

5.4.1. MyPeopleDoc® is provided to the User by choice of the Employer, as a benefit. It is the User’s choice whether or not to create a MyPeopleDoc® Account. Once created, the MyPeopleDoc® Account allows the User to receive HR Documents directly from the Employer. If the User elects not to create a MyPeopleDoc® Account, User will not receive HR Documents electronically.

5.4.2. The Employer has a legitimate interest in providing a MyPeopleDoc® Account in order to:
comply with legal requirements; increase the transition from paper to digital and enhance HR procedures. UKG pursues these same legitimate interests on behalf of the Employer when processing the Files, to assure alignment and quality of the services delivered.

5.4.3. When balancing these interests with the User’s rights, such rights will not be interfered with, because the processing of User’s Personal Data is limited to the purposes described in the Privacy Notice. The User’s rights (such as erasure and access) are always guaranteed.

5.5. Transfer of Personal Data
UKG is authorised to use sub-processors. Some sub-processors may be located in countries that are not within the EEA, provided that such transfers comply with applicable European or national regulations relating to Personal Data.

To learn more about location and data transfers, please visit our Transparency Site HERE here.

5.6. Data retention and duration

5.6.1. Upon registering, the User can receive HR Documents from their current (and future) Employers.

5.6.2. The User will no longer receive HR Documents from an Employer whenever any of the following occurs:
- The User-Employer relationship ends; or the Employer ceases to send the User HR Documents, for any reason whatsoever; or
- The MyPeopleDoc® Account is deleted, either by the User or by UKG.

5.6.3. Subject to the provisions below, the User may retain the MyPeopleDoc® Account indefinitely and continue using the account for their Personal Files.

5.6.4. The User may continue to access the Account Files at the address www.mypeopledoc.com, or at any other substitute address which will be communicated by UKG, using the same logon and password.

6. ACTIVITY RECORD

6.1. UKG logs the User’s activity within their MyPeopleDoc® Account for security purposes, especially so that it may identify any third-party access to the Account that occurs without their knowledge.

Activity logs may be held in an identifiable form by UKG for no more than one (1) year and shall be permanently destroyed when the MyPeopleDoc® Account is deleted.

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6.2.To learn more about the User’s activity record, please refer to our support article here.

7. USER’S RIGHTS

7.1. Access and rectification

7.1.1. The User can view, rectify and download all information in their MyPeopleDoc® Account at all times and from any device. User can also write directly to [email protected] or to PeopleDoc SAS, 53 rue d’Hauteville, 75010 Paris, France.

7.1.2. The User acknowledges that upon downloading a HR Document from MyPeopleDoc®, the contents of the HR Document may be modified and/or compromised as UKG will no longer be able to ensure the integrity of the downloaded HR Document.

7.2. Security

7.2.1. UKG will implement appropriate technical and organisational measures to ensure a level of security appropriate to the risk, taking into account:
- the state of the art in IT security;
- the costs of implementation;
- the nature, scope, context and purposes of the processing; and - the risks affecting the User’s rights.

7.2.2. UKG will, to the best of its ability, comply with the following obligations regarding its staff:
- Not to make any copies of Files, except as necessary for the provision of the Services; - Not to use the Files for any purposes other than those specified in the Terms of Use; - Not to disclose the Files to any third parties, irrespective of whether these are public or private persons, individuals or legal entities, without the User’s prior authorisation, unless otherwise provided under applicable law;
- To take any and all useful measures to avoid all fraudulent use of these Files during their storage within MyPeopleDoc®; and
- To take any useful security measures, particularly concerning hardware security, to ensure the safekeeping and integrity of Files during their storage within MyPeopleDoc®.

7.2.3. Multi-Factor Authentication: As another layer to secure the Account, MyPeopleDoc® provides the option of two-factor authentication. We strongly recommend that the User activate this feature as soon as the User creates the MyPeopleDoc® Account. Click here for more information.

7.2.4. hCaptcha: UKG uses hCaptcha: to secure MyPeopleDoc® Accounts from malicious events (e.g. ransomware etc). This service allows UKG to determine whether logons are made by natural persons or automated processing. This service functionality includes sending IP addresses and any other data required by hCaptcha. More information about hCaptcha’s data privacy policies can be found at https://www.hcaptcha.com/privacy.

7.2.5.The User will be the only person responsible for the risks associated with the disclosure or misuse of the logon details and password. UKG strongly recommends that Users do not share their logon information and passwords with any third party.

8. USERS’ OBLIGATIONS

8.1. Users’ Personal Files. The User warrants that the Personal Files as defined above shall not (i) give rise to civil or criminal liability, e.g. defamatory, threatening, pornographic, indecent, abusive, libellous or

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otherwise objectionable actions; (ii) violate or infringe upon any third-party right, including any intellectual property right or right of privacy, or that abuses, harasses or stalks any other person; or (iii) initiate any kind of attack, virus or other harmful or detrimental computer code, file or program UKG shall not be held liable for illegal content stored in the MyPeopleDoc® Account and reserves the right to suspend any account that breaches these provisions, and therefore suspend any associated access.

8.2. Illegal content notification. Any User who becomes aware of the existence of illegal content in MyPeopleDoc® must alert UKG via UKG’s support feature, so that UKG can take the necessary steps to manage and remedy the situation, in accordance with applicable laws. For example, UKG should be made aware of the following offences:
- Advocacy for crimes against humanity and war crimes;
- Terrorism and/or advocacy of terrorism;
- Incitement to discrimination, hatred or racial violence; - Child pornography; and
- Messages of a violent or pornographic nature or of a nature likely to seriously violate human dignity, when the message is likely to be seen or perceived by a minor.

9. COSTS OF MyPeopleDoc®
MyPeopleDoc® is free of charge to Users. Nevertheless, all Internet connection charges shall be borne by the User, under the conditions set forth by their Internet provider, as well as the cost of any tools necessary to view or read stored Files.

10. CONDITIONS FOR RECEIVING AND READABILITY OF HR DOCUMENTS

10.1. Depending on the settings chosen by the Employer, the User accepts to receive all or part of the HR Documents electronically transmitted to the MyPeopleDoc® Account. In this case, HR Documents will be sent to the User’s account in PDF format or any other format compliant with current standards.

10.2. As technology evolves, UKG will regularly verify that stored HR Documents remain readable using at least one available market-standard software, and correspond to a universal format. If technological changes make it impossible to read stored HR Documents in their original format, UKG will migrate to a new readable format, at its own expense, using a software that is standard at the time of migration.

11. SERVICE LEVEL

11.1. In the context of controlled access, MyPeopleDoc® will be accessible 24/7, with availability subject to maintenance periods. UKG will ensure maximum service availability to the best of its ability.

11.2. A user support service will also be made available to Users, free of charge, at the following address: https://hrsd-peopledoc.ukg.com/ . This service will be available on business days, Monday to Friday during working hours (9.30 am to 6.30 pm CET).

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11.3. Access to MyPeopleDoc® may be subject to certain functionality restrictions depending on operating and maintenance requirements. In the event of an emergency or material breach and as a last resort, the User’s access to MyPeopleDoc® may be temporarily interrupted for any urgent maintenance operations that UKG may perform.

11.4. In the event of any planned or unplanned outages of MyPeopleDoc®, User will be informed with a message upon logon to the MyPeopleDoc® Account.

12. LIABILITY FOR MyPeopleDoc®

12.1. UKG commits to ensuring access to HR Documents, as well as their readability, their integrity and their confidentiality, in the best possible conditions available at any given time.

12.2. To the fullest extent permitted by applicable law, UKG shall not be held liable for any indirect harm, such as loss of revenue or interest, that the User might suffer. UKG is not liable for any malfunctions or problems in accessing the MyPeopleDoc® Account following events of force majeure, as defined by applicable laws and jurisprudence.

12.3. Furthermore, UKG shall not be held liable for unauthorised access by a third party to the User’s MyPeopleDoc® Account, when such access is obtained using the User’s access code or the email linked to their MyPeopleDoc® Account. In this event, should the User request to block access to their Account, and until UKG issues a new access code, access will be temporarily suspended.

12.4. Moreover, UKG shall not be liable for the content of the Files uploaded or stored in User’s MyPeopleDoc® Account.

13. INTELLECTUAL PROPERTY AND LICENCE

13.1. Licence. UKG grants the User a personal, non-exclusive, non-transferable and non-assignable worldwide licence to access and use MyPeopleDoc®, limited to the services subscribed to by the Employer, subject to other provisions of these Terms of Use. The User acknowledges that they have no rights whatsoever to the object and source codes of the Services and MyPeopleDoc® which are and shall remain the exclusive property of UKG.

13.2. User Restrictions on Intellectual Property. The User shall not: (i) access or use the Services in any manner or for any purpose other than expressly permitted by these Terms of Use; (ii) change, modify or otherwise create works based on all or any portion of the Services; (iii) modify, disassemble, decompile or reverse engineer any part of the Services or apply any other process or procedure that shall infringe UKG’s rights (except solely to the extent permitted by applicable law); (iv) access or use the Services in a way intended to avoid exceeding usage limits or quotas; (v) use the Services in order to build a similar or competitive application or service; (vi) change or remove any disabling mechanism or avoid any technical protection measures associated with the Services, or otherwise use any tool to enable features or functionalities that are otherwise disabled; or (vii) remove or change any proprietary notices (e.g. copyright and trademark notices) involving the Services.

14. TERM AND TERMINATION

14.1. Term. These Terms of Use come into effect: (i) for new Accounts, as of the activation of the User’s Account (the “Effective Date”), by ticking the box intended for this purpose, as set forth in Section 3 above; or (ii) in case of an update of these Terms of Use, for existing Accounts, 45 days after it is available online as further indicated under Section 16.

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14.2. Termination by the User. The User has the right to terminate these Terms of Use by deleting the MyPeopleDoc® Account via the available function. Upon receiving the deletion request, UKG commits to promptly deleting the Account, in all circumstances, within no later than forty (40) days.

14.3. Suspension and Termination by UKG. UKG may suspend the Services, at its discretion, effective immediately if Users do not comply with their obligations and particularly Section 8 of the Terms. UKG may terminate the Services at its discretion, effective immediately: (i) upon written notice to the User if the User breaches these Terms of Use and does not substantially cure the breach within seven (7) days; or (ii) if the MyPeopleDoc® Account is inactive for more than twelve (12) months and no longer contains any Files. In such case, UKG may send a notice of closure to the email address that the User provided when creating the Account. If the User does not respond to the notice of closure within thirty (30) days, UKG will consider the Account abandoned and will proceed with deletion.

14.4. Effects of Termination by the User. By deleting the MyPeopleDoc® Account, the User recognises that all the Files and all associated data will be permanently deleted. Therefore, the User must download any Files stored in the MyPeopleDoc® Account, by selecting the Files and clicking “download”, that they might need prior to initiating the procedure to delete the Account.

Once deleted, the Account cannot be reactivated or restored.

15. WHAT HAPPENS TO THE USER’S ACCOUNT IF THE USER PASSES AWAY – LEGACY CONTACT

15.1. The User can choose to either appoint a legacy contact to look after their Account upon passing or have the Account permanently deleted. UKG strongly suggests setting a legacy contact so that the MyPeopleDoc® account can be managed. The User can contact https://hrsdpeopledoc.ukg.com/ and inform UKG of their choice.

If the User has not appointed a legacy contact, the Account will remain active until UKG is notified of the passing upon receipt of an original certificate of death issued by a competent authority. Rightful heirs and/or third parties related to succession procedures may gain access to the Account in order to retrieve Files for succession purposes. To gain access to the Files, proof of relationship with the User’s succession may be requested.

16. CHANGES IN MyPeopleDoc® AND THESE TERMS OF USE

16.1. UKG reserves the right to adapt or modify the range of services offered in MyPeopleDoc®.

Any change shall come into effect on the date it is uploaded and made available online.

16.2. UKG reserves the right to amend these Terms of Use. Any change will come into effect and will be applicable 45 days after it is made available online. User shall be notified of any such changes upon their next logon to MyPeopleDoc® following the update and before the User can proceed with using the Account. Changes will be applicable to all Users.

16.3. If the User does not agree with the new version of these Terms of Use, the User must delete the MyPeopleDoc® Account. Prior to deleting the Account, the User is recommended to download the Files that they wish to keep. As stated in clause 14.4, by deleting the MyPeopleDoc® Account, the User recognises that all the Files and all associated data will be permanently deleted.

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17. GENERAL

17.1. Language. These Terms of Use have been established in several languages. The version that has priority for interpreting these Terms of Use shall be the English language version.

17.2. Assignment. UKG reserves the right to transfer these Terms of Use, and thus the contractual relationships related, to any third party of its choice.

17.3. Subcontracting. UKG reserves the right to subcontract to any other company of its choice all or part of the Services. UKG shall remain solely liable to the User and shall be responsible for taking action against its defaulting sub-contractors.

17.4. Applicable Law. Without any prejudice to any applicable law for the maintenance of public order and/or any applicable international public order provision, these Terms of Use shall be governed by the law of the country where the User has their habitual residence, without regard to its rules on conflict of law.

17.5. Mediation. As applicable, the User may submit any dispute that may arise in connection with the interpretation, validity or execution of these Terms of Use to mediation. Said mediation shall be requested from FEVAD (Fédération du e-commerce et de la vente à distance) (Fédération du e-commerce et de la vente à distance) with the following contact details BP 20015 - 75362 Paris Cedex 8- - http://www.mediateurfevad.fr. Following a prior written request from users to the UKG, the Mediation Service may be contacted for any unresolved consumer dispute.

To find out how to contact the mediator, visit
https://www.mediateurfevad.fr/index.php/espace-consommateur-2. Where possible and permitted by local regulations, the parties agree to bear half the costs of mediation. The parties also agree to cooperate with each other to the fullest extent necessary to find an amicable solution. The parties agree to keep strictly confidential all exchanges, letters or documents that take place during the mediation procedure.

17.6. Jurisdiction. In the absence of an amicable agreement or a settlement, the parties expressly grant exclusive jurisdiction to the competent courts in the User’s jurisdiction in case of a dispute relating to the interpretation, validity or execution of these Terms of Use.

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SPECIAL CONDITIONS APPLICABLE BY JURISDICTION:

FRANCE

SPECIFIC CONDITIONS FOR THE DELIVERY OF PAYSLIPS IN FRANCE

1. USERS’ RIGHTS CONCERNING PAYSLIPS
The Employer will choose between the two options below as ways of obtaining Users’ agreement for the set-up of the service of electronic distribution of payslips (“Distribution”), as follows: (i) the Employer decides to obtain the User’s consent prior to setting up said service (“Opt-in”); or (ii) the Employer decides to give the User the opportunity to refuse the Distribution (“Opt-out”). ● With prior consent (Opt-in)
If the Employer chooses to collect the User’s consent before setting up the Distribution, the User agrees that payslips will be delivered electronically by accepting these Terms of Use.

If the User decides to revoke their consent thereafter, the User may do so at any time by configuring their Account settings. The Employer shall comply with the User’s request (i.e. resumption of the delivery of hard-copy payslips) as quickly as possible, and no later than three (3) months following receipt of said request. ● Digital payslip by default (Opt-out)
If the Employer chooses to set up the electronic distribution of payslips by default, the User will have one (1) month from the date of receipt of the notice from the Employer to refuse the Distribution before the first payslip is delivered electronically. The User can inform the Employer that they refuse the Distribution, either via MyPeopleDoc® or any other method that can be duly dated (e.g. directly addressing the Employer).

Following this (1) month retraction period and once the Distribution is established, two scenarios may occur:
⇒ In the absence of prior User’s objection, payslips will be distributed electronically in the Account. ⇒ In the event of prior User’s objection, the activation of the Account entails acceptance of the Distribution.

In each scenario, the User has the option of revoking their consent at any time via MyPeopleDoc® or any other method that can be duly dated (e.g. directly addressing the Employer). The Employer shall comply with the User’s request (i.e. resumption of the delivery of hard-copy payslips) as quickly as possible, and no later than three (3) months following receipt of said request.

The Employer may decide that the option to return to paper payslips, as described above, will not be available in the Account settings. In this case, the User must submit their request directly to the Employer.

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2. PAYSLIP RETENTION PERIOD
Payslips will be stored in MyPeopleDoc® for at least fifty (50) years from the date they are first stored, even if the User subsequently decides to revert to receiving hard-copy payslips. During this payslip retention period, the User will be free to view, print, download and/or share payslips.

The provisions of this article will continue to be valid after the expiry of these Terms of Use.

3. IF UKG CEASES TRADING
In the event that the Services are discontinued because UKG ceases trading, Users will be notified at least three (3) months prior to the definitive cessation of service. During this period, Users will be able to retrieve/download all the Files stored in their Account without needing to perform complex or repetitive actions, and in a structured electronic format that is commonly used.

SPECIFIC CONDITIONS ABOUT MEDIATION
Mediation regarding any dispute arising in connection with these Terms of Use shall be requested from FEVAD (Fédération du e-commerce et de la vente à distance) (Fédération du e-commerce et de la vente à distance) with the following contact details BP 20015 - 75362 Paris Cedex 8- - http://www.mediateurfevad.fr.

GERMANY

1. LIABILITY

The following sentence of Section 12.2 above:

“To the fullest extent permitted by applicable law, UKG shall not be held liable for any indirect harm, such as loss of revenue or interest, that the User might suffer. UKG is not liable for any malfunctions or problems in accessing the MyPeopleDoc® account following events of force majeure, as defined by applicable laws and jurisprudence.”

Is exchanged by:

112.2 (a) UKG’s Liability for Slight Negligence
If a breach by UKG of these Terms of Use is due to UKG’s slight negligence, UKG will only be liable to the User for damages if UKG has breached an essential obligation which means an obligation the performance of which is a necessary prerequisite for the proper performance of the Services or the violation of which jeopardises the purpose of these Terms of Use, and the User could legitimately rely upon its fulfilment by UKG. UKG’s liability shall be limited in this case to the damages that have been foreseeable as of the time when these Terms of Use were entered into and which can typically arise in connection with these Terms of Use.

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12.2 (b) UKG’s Liability for Indirect Damages
Subject to Section 12.2(c), UKG shall only be liable for any indirect, incidental, consequential or special loss or damages (including but not limited to loss of profits, interruption of Service, loss of business, business opportunity or anticipated savings, or harm to reputation), to the extent that such losses have been foreseeable as of the time when these Terms of Use were entered into and which can typically arise in connection with these Terms of Use. The same applies for UKG’s liability for the procurement of substitute services.

12.2(c) Exceptions
Nothing in these Terms of Use limits or excludes UKG’s liability (a) for death, bodily injury or injury of health arising out of its negligence or that of its vicarious agents, (b) for losses suffered as a result of gross negligence or wilful misconduct, or (c) for losses that cannot be limited or excluded by law, in particular the liability under the German Product Liability Act (Produkthaftungsgesetz).

Last revision: October 2022

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Procurement Services
Roger Ball, Director
Item No. 11.

Districts All
TO: Dr. Jackie R. McMorris, County Manager
FROM: Roger Ball, Director
Stephen White, Agency Director
DATE: July 8, 2025

PURPOSE
To approve the award of a contract with UKG Kronos Systems LLC for human resource information systems and related products and services.

BACKGROUND
Cobb County Government participates in programs of the OMNIA Partners, Public Sector (OMNIA) cooperative purchasing program. OMNIA Partners, Public Sector is a purchasing organization that assists public agencies in reducing the cost of purchased goods and services through pooling the purchasing power of public agencies nationwide. With input from participating public agencies throughout the country, products and services are identified to be competitively solicited on behalf of OMNIA by a governmental entity serving as the “lead agency.” Cobb County offered to serve as the lead agency in developing a competitive solicitation for the specified equipment.

In compliance with Cobb County procurement policies, the Procurement Services Department publicly advertised and issued the national solicitation. The solicitation required detailed discount pricing for various solutions, and responses to questions to determine nationwide servicing and delivery capability.

Five proposals were received and evaluated by the evaluation committee. The following individuals served on the evaluation committee for this solicitation: Aleah Hawks, Human Resources Department; Joseph Bryant, Fire Department; Maureen Claffy, Finance Department; Jon Robinson, formerly of the Water System and Tara Crisp, formerly of the Information Technology Services Department.

The term of the contract is for four years with three one-year extension options. Prices are fixed for the first year. Subsequent price adjustments are subject to Cobb County’s response to requests based upon producer/consumer market indexes and/or documented manufacturer price adjustments. The contract has been reviewed by the County Attorney’s Office.

Approval of this contract does not represent any obligation on the part of Cobb County Government. Cobb County has a choice at any time to either bid for these solutions or to use this competitively bid contract. Cobb County will over the course of the contract earn a contract administrative fee based upon the contract’s utilization value.

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IMPACT STATEMENT
N/A

FUNDING
N/A

RECOMMENDATION
The Board of Commissioners approve the award of a contract with UKG Kronos Systems LLC for human resource information systems and related products and services that will be available to Cobb County Government but also, on a national level, to all state and local governmental entities, public and private primary, secondary and higher education entities, non-profit entities, and agencies for the public benefit under the auspices of the OMNIA Partners, Public Sector cooperative purchasing program, and authorize the Chairwoman and the Procurement Services Director to execute the necessary documents and any subsequent amendments such as renewals, price changes, etc.

ATTACHMENTS

1. UKG Lead Agency MSA Cobb County 2025 07 02 final

2. UKG Cobb County Rider 2025 07 01

2239
1 ADDENDUM NO. 1
Sealed Proposal # 24-6833
Request for Proposals
Human Resource Information Systems and Related Products and Services Cobb County Procurement Services Department
Date: July 18, 2024

The following addendum hereby amends and/or modifies the Proposal Documents and specifications as originally issued for this project. All proposers are subject to the provisions of this Addendum.

This Addendum consists of:
• Minutes, Questions and Clarifications from Pre-Proposal Meeting on July 10, 2024 • Sign-In Sheet(s) from Pre-Proposal Meeting
• Questions Submitted in Writing
Receipt of addendum MUST be acknowledged in the submitted proposal. It is the Proposer’s ultimate responsibility to ensure that they have all applicable addenda prior to proposal submittal.

This acknowledgment form must be signed, dated, and included with your submitted proposal __________________
Company Name Date
Signature
Print Name
All proposals must be received before 12:00 (noon) by the Proposal Close date. Proposals shall be delivered to Cobb County Procurement Services Department, 122 Waddell Street, Marietta, GA 30060.
2240
2 ADDENDUM NO. 1
Sealed Proposal # 24-6833
Request for Proposals
Human Resource Information Systems and Related Products and Services Cobb County Procurement Services Department
Date: July 18, 2024
A. Pre- Proposal Meeting – 2:00 PM, July 10, 2024 (Virtual)

1. Proposal Submission Procedures
• Proposals are due August 8, 2024 before 12:00 PM, noon, at the Cobb County Procurement Services Department, 122 Waddell Street NE, Marietta, GA 30060. For GPS directions, please use the following address: 121 Haynes Street, Marietta, GA 30060. • Late proposals will not be accepted.
• Proposals will be opened at 2:00 PM on the same day at the Cobb County Procurement Services Department, 122 Waddell Street NE, Marietta, GA 30060.
• The proposal opening may also be watched on Cobb County’s government access channel TV23 or the website (www.cobbcounty.org).
• A Georgia Security & Immigration Act Affidavit (Exhibit A) must be included with the proposal. It must be signed and notarized; it must include the E-Verify number to be deemed as completed; if it is not included the proposal will be deemed non-responsive. • Mark all packages with the company name and proposal number. Use the label in the proposal package.
• If addenda are issued, receipt of each addendum MUST be acknowledged in the submitted proposal.

It is the Proposer’s ultimate responsibility to ensure that they have all applicable addenda prior to proposal submittal. The acknowledgement form issued with each addendum must be signed, dated, and included with your submitted proposal. Failure to acknowledge addenda may result in the proposal being deemed nonresponsive. Addenda can be located at www.cobbcounty.org/procurement-services. • One (1) original, one (1) copy and five (5) flash drives, each containing an identical electronic copy, of the proposal, must be submitted. Mark the box with the original copy with number 1. • All questions must be submitted to Cobb County Procurement Services Department by July 17, 2024 at 5:00 PM. Questions may be faxed to (770) 528 –8428 or emailed to [email protected]. Please reference the proposal number and proposal title on all questions.
• See the attached sign in sheet from the Pre-Proposal conference.

2. General Notes Presented During Pre-Proposal Meeting
• The intent of this RFP is to provide Participating Public Agencies with a full range of solutions to meet their human resource information system (HRIS) or human capital management (HCM) needs.
• Cobb County, GA has partnered with OMNIA Partners, Public Sector to award a contract from this solicitation and make it available to other public agencies nationally, including state and local governmental entities, public and private primary, secondary and higher education entities, non-profit entities and agencies for the public benefit. 2241
3 • An overview of OMNIA Partners Public Sector and its divisions, including contracting, marketing, account management and partner development, that assist suppliers and agencies with contracts was provided.
• Reviewed Attachment A – OMNIA Partners Requirements and what must be submitted with the response:
o The following must be submitted: Exhibits A, F, G
o Review Exhibit B with your legal department and provide any redlines with response. o The following are examples/informational in nature: Exhibits B, C, D, E, H o While some of the exhibits are examples, any exceptions to any exhibit or any terms and conditions shall be submitted with the response.
o For Exhibit E, proposers shall submit a sample of their reporting template if already in use with a contract.
o For Exhibit G, complete even if no business is conducted in New Jersey (for future use, if necessary) but note “No Business Conducted in New Jersey” on the top of the first page.
• Include any exceptions to Cobb County’s sample contract or terms & conditions in your proposal response.

3. Questions Asked During Pre-Proposal Meeting
(questions may be paraphrased for brevity)
Question: How do agencies get word about this contract once awarded? Answer: The OMNIA Partners marketing team works with the supplier’s marketing team on all aspects of marketing including email, social media, etc. OMNIA Partners also has a partner development team that works with the supplier’s management team and sales team on training and strategy on the contract. OMNIA also has an inside sales team that works to market the contract along with OMNIA’s regional managers that market the contracts to agencies around the country.

Question: Are there any functional requirements? Is there a functional requirements document? Answer: No. The County is looking to offer a broad selection of products and services contained in this RFP, under this OMNIA contract.

Question: If there are, can we get an extension?
Answer: No extension will be granted at this time.

Question: When will questions be answered after the July 17th deadline? Answer: Questions will be answered as soon as possible. The County anticipates having the last addendum issued no later than July 25, 2024.

Question: Is the County intending to utilize the chosen system(s)? Answer: With the potential for a multiple award for this contract, the County may elect to use one or several of the systems selected.

Question: Will those suppliers that respond and meet the requirements be awarded a contract? Answer: This is not a pass/fail. The responses will be evaluated and ranked by a committee with the committee deciding if there will be a single award or if this will be a multiple award contract.

Question: Is implementation, setup, etc. included?
Answer: Yes. The intent is to award a contract that includes all systems and services up to and including maintenance and support.
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4 Question: Is there a specific price sheet?
Answer: No. Proposers may include their own pricing sheet and structure, which can include percentage discounts, discounted pricing or both. Proposers may also include a tiered structure if applicable. If pricing is a lengthy Excel spreadsheet or is included as a link to a website page, proposers may include on the flash drive only as long as it is noted in the physical copies of the response.

Question: What agencies use these contracts? What size? Is there a list? Answer: OMNIA contracts are utilized by agencies large and small. The agencies can include city, county, state, K-12, higher education and non-profits.

Question: If we currently hold an OMNIA contract, do we have to respond to this solicitation? Answer: Responding to this solicitation is a business decision that each proposer needs to make.

Question: Can you explain more about not allowing responses for an HRIS that is part of an RFP? Answer: The County is not interested in contracting for an ERP system that contains an HRIS system as part of it. If a proposer offers an HRIS system that is a standalone module from an ERP, and does not need the ERP to function alongside it, a response is welcome.

Question: What does the County currently use?
Answer: The County currently uses:
• UKG (formerly Kronos) for Timekeeping
• CGI Advantage Financial for Payroll & Employee Data
• NeoGov for Applicant Tracking
• SumTotal for Performance Management and Learning Management Question: Could we get a list of current HRIS and HCM systems (based on pg. 2-3 of functional requirements) the County could possibly consider replacing? Answer: See above.

Question: We only do applicant tracking and onboarding. Are you looking for something like that for the contract?
Answer: The County is looking to offer a broad selection of products and services under this OMNIA contract, so you are welcome to submit a proposal for evaluation.

Question: We focus on change management. Is there an opportunity for to provide pricing or a service matrix?
Answer: The County is looking to offer a broad selection of products and services under this OMNIA contract, so you are welcome to submit a proposal for evaluation. You are also encouraged to look at teaming opportunities with other interested suppliers.

B. Questions Submitted in Writing:

Question: What is the total budget allocated for this project? Answer: There is no allocated budget for this project. Cobb County anticipates spending $1.5 million over the full term of the contract while the national opportunity is anticipated to be $200M annually. 2243
5 Question: Can work shared between onshore and offshore team, onshore being customer facing consultants and technical work can been accomplished by offshore?
Answer: Yes, as long as the requirements of the RFP are met as well as the Georgia Immigration and Compliance Act (E-Verify).

Question: Are there any specific integrations required with existing County systems? If so, which ones? Answer: The system is required to integrate with the payroll processing system to bring over hours. There will also need to be an integration with the HR ERP system (CGI Advantage Financial) which tracks employees.

Specific employee information is imported into the timekeeping system on a daily basis. This includes new employees and updated job location information. Include a list of compatible integrations that work with the proposed solution as part of the response.

Question: What is the expected timeline for implementation and go-live? Answer: Implementation for each participating agency will depend on the agency and the negotiated timeline.

This solicitation is not for a single implementation but for a national program which participating agencies can piggyback off for solutions.

Question: How many users (HR staff, managers, employees) are expected to use each module of the system? Answer: The user count could vary for each participating agency. Cobb County currently has approximately 5,500 employees.

Question: What are the expectations for ongoing support and maintenance after implementation? Answer: Ongoing maintenance is a requirement for any proposed system. Proposer shall also provide releases which shall include functionality upgrades and any necessary security updates.

Question: Can you provide more details on the current system being used for HR management, timekeeping and payroll? This will help understand the scope of data migration needed.

Answer: Participating agencies will have different systems in place. For the County, the current system allows for employees to track time and leave. Accruals are not calculated in the system but are brought over from the HR ERP system (CGI Advantage Financial). Our current system tracks different types of leave along with various types of time such as salaried, hourly, and other shift types for Public Safety.

Question: Will the County consider an extension on the due date for proposals in response to RFP: #24-6833 Human Resource Information Systems and Related Products and Services? Answer: No extension will be granted at this time.

Question: Please confirm required action for the following items:
• The following need Response:
o Proposal Submittal Form
o Subcontractor Affidavit & Agreement (Cobb County Exhibit A-1) o Immigration Compliance Certification (Cobb County Exhibit A-2) o Omnia Exhibit A – Response for National Cooperative Contract o Omnia Exhibit F – Federal Funds Certifications
o Omnia Exhibit G – New Jersey Business Compliance
 Documents 1-10 Require Completion?
• The following require Legal Review/redline for submittal:
o Contractor Affidavit & Agreement (Cobb County Exhibit A) o Omnia Exhibit B – Administration Agreement, Example
• The following have no action and are for example only:
o Omnia Exhibit C – Master Intergovernmental Cooperative Purchasing Agreement, Example 2244
6 o Omnia Exhibit D – Principal Procurement Agency Certificate, Example o Omnia Exhibit E – Contract Sales Reporting Template
o Omnia Exhibit H – Advertising Compliance Requirement
 Exhibits 1-12 Do not require Completion?
Answer: Correct, except for the following:
• The Subcontractor Affidavit & Agreement (Cobb County Exhibit A-1) and Immigration Compliance Certification (Cobb County Exhibit A-2) do not need to be submitted with the response; they are only required prior to contract execution.
• Contractor Affidavit & Agreement (Cobb County Exhibit A) must be submitted with the response. • The Proposal Contents Section (Section 5) needs a response as well.

Question: Regarding Section 6 Evaluation in the RFP page 8 (pdf page 13) Are there specific evaluation points associated with A Relevant Experience, B Product, D Price, and E the Omnia Response? Answer: The County does not disclose the points associated with each criterion.

Question: Also in Section 6 Evaluation in the RFP page 8 (pdf page 13) C Financial Stability: Should the last line read “Proposers who receive a score of 2 points or less will (NOT) be considered for award” was this a typo?
Answer: Yes, this was a typo. The sentence should read: “Proposers who receive a score of 2 points or less will not be considered for award.”
Question: Do we need to submit responses for the everything In Exhibit A? If so, are you looking for a detailed 90-day plan with our response as it states in section 3.3 Marketing and Sales.

Answer: Yes, where a response is required including the detailed 90-day plan.

Question: Could you provide a list of which forms must be completed with our response, and what the expectations are in the event we have exceptions?
Answer: See above (in notes from pre-proposal meeting and previous answers).

Question: Given that this is an RFP to establish a national purchasing contract, can you clarify that the Cobb County terms will not be included in the final contract as these would not be applicable to other Public Agencies?
Answer: The resulting Cobb County contract is the Master Agreement and is the national cooperative contract.

All terms and conditions in the contract will apply to the national program unless specified as being specific to Cobb County. Exhibit C of the Master Agreement only applies to purchases made by Cobb County.

Question: With Respect to Exhibit A: Response for National Cooperative Contract, Section 3.3(N), can you please clarify whether Supplier is expected to review all solicitations it responds to in order to determine whether any prospect is an eligible Public Agency or whether these requirements apply only when the entity running the solicitation makes Supplier aware that it is an eligible Public Agency? Answer: Supplier should review the options listed in 3.3(N) and respond to the options listed, detailing how they would respond to an agency using the listed options.

Question: With respect to Exhibit F (Federal Funds Certification), we do not anticipate any agreement under a resultant contract being considered a “subcontractor” or a “sub-recipient” relationship (as those terms are defined for the purposes of federal contracts/grants).

Can you please confirm:
a. Is initialing these sections mandatory for a response to be considered responsive despite not applying to this arrangement? We note that the prior contract does not have these terms included therein.
2245
7 1. If initialing those sections is mandatory, that it is possible to clarify in our response that those terms do not apply to the types of contracts into which we will be entering?

2. If initialing those sections is mandatory, that it is possible to clarify that certain sections do not apply as (for example) there will be no assignment of inventions or construction under this contract? "
Answer: Proposer shall provide redlines and exceptions to any terms and conditions they feel are not applicable.

Question: If during the term of this Agreement, the awardee develops or acquires products or services not detailed in the proposal but are within scope, can the awardee introduce this offering to the County with any additional pricings, terms, support agreements, service level agreements, third party terms, etc.? Answer: As stated in the RFP, “New equipment, products and services may be added throughout the contract term by submitting additions for consideration by the County. If approved, all additions shall be treated as if contained herein.”
Question: Per Exhibit C.C the order of precedence only references two documents by name and refers to “any other applicable documents.” Would the County please clarify the anticipated, full order of precedence? Answer: The County is unable to clarify as all other applicable documents are not known at this time. Order of precedence will be discussed and agreed to with the selected Proposer during contract negotiations.

Question: Exhibit C appears to be the standard Terms and Conditions when a vendor is engaged only with Cobb County, not for a national cooperative program. How does an interested vendor interpret what is required in Exhibit C vs. what terms are applicable to the national cooperative? Examples include II. Scope of Work, III.

Compensation/Consideration, and IV. Term of Agreement.

Answer: The resulting Cobb County contract is the Master Agreement and is the national cooperative contract.

All terms and conditions in the contract will apply to the national program unless specified as being specific to Cobb County. Exhibit C of the Master Agreement only applies to purchases made by Cobb County. 2246

PRE- PROPOSAL CONFERENCE
Sealed Proposal # 24-6833
Human Resource Information Systems and Related Products and Services Cobb County Procurement Services Department
July 10, 2024

REPRESENTATIVE
NAME

COMPANY NAME
& COMPLETE ADDRESS
PHONE
(INCLUDE AREA
CODE)

E-MAIL ADDRESS
Stephanie Brice Cobb County Procurement Services 770‐528‐8400 [email protected] Tomek Kruszec OMNIA Partners 615‐431‐1861 [email protected] Jim Ollerton Inovium, LLC 951‐663‐2107 [email protected] Mike Barnes Alight Solutions 406‐249‐4031 [email protected] Mark Munie Avaap 314‐517‐5624 [email protected]
Ken Hayner Cognizant 207‐650‐3020 [email protected] Cortney McCray NeoGov 310‐426‐6304 [email protected]
Keith Martin
Brian Carter Dayforce 678‐848‐1646 [email protected] *Please note that contact information provided to a government agency may be subject to public release as required by Georgia's open records law.
**PLEASE PRINT LEGIBLY**
2247

PRE- PROPOSAL CONFERENCE
Sealed Proposal # 24-6833
Human Resource Information Systems and Related Products and Services Cobb County Procurement Services Department
July 10, 2024

REPRESENTATIVE
NAME

COMPANY NAME
& COMPLETE ADDRESS
PHONE
(INCLUDE AREA
CODE)

E-MAIL ADDRESS
Bill Gaskill Workday 202‐257‐0232 [email protected] Brian Coopman
Sean O’Donnell UKG 954‐395‐0654
[email protected]
[email protected]
Anthony Kitchens
Michael Brown ARK Global Partners LLC 404‐236‐9285 x110 [email protected] Jessica Krattiger CherryRoad Technologies 262‐370‐2929 [email protected] Tayiba Garcia Infor Public Sector 404‐931‐8465 [email protected] Nicole Blakely The Joseph Group Advisory Services [email protected] Sanjay Rane Humano Tech Inc 770‐955‐9285 [email protected] John Guzak KeldairHR 570‐880‐0219 [email protected] *Please note that contact information provided to a government agency may be subject to public release as required by Georgia's open records law.
**PLEASE PRINT LEGIBLY**
2248

PRE- PROPOSAL CONFERENCE
Sealed Proposal # 24-6833
Human Resource Information Systems and Related Products and Services Cobb County Procurement Services Department
July 10, 2024

REPRESENTATIVE
NAME

COMPANY NAME
& COMPLETE ADDRESS
PHONE
(INCLUDE AREA
CODE)

E-MAIL ADDRESS
Dhivya Balasundram
Divya Chekuri Monad Solutions, Inc.
[email protected]
[email protected]
*Please note that contact information provided to a government agency may be subject to public release as required by Georgia's open records law.
**PLEASE PRINT LEGIBLY**
2249
Arizona Auditor General revised 7/24
OMNIA Partners, Public Sector Cooperative
Procurement Compliance Questionnaire
for fiscal year ended June 30, 20261
1 This questionnaire must be used for fiscal year (FY) 2024 audits and thereafter. 2250
Procurement Compliance Questionnaire
Arizona Auditor General revised 7/24 Page 1 of 5
Instructions
Arizona Revised Statutes (A.R.S.) §15-213(F) requires school purchasing cooperatives to have a systematic review of their purchasing practices performed in conjunction with their annual audit, using guidelines that the Arizona Auditor General established. The review’s purpose is to determine whether the cooperative complied with the procurement laws and applicable rules when awarding contracts that Arizona school districts use. Auditor completion of this procurement compliance questionnaire constitutes the required systematic review.

The audit firms must obtain and document sufficient, appropriate evidence annually to support each response. These instructions and questions constitute the minimum audit standards for completing the procurement questionnaire. The Arizona Auditor General may reject those Procurement Compliance Questionnaires that are not prepared in compliance with the minimum audit standards.
• Audit documentation must describe the procedures performed, items reviewed, and the results of such procedures and reviews to support the auditor’s responses and related comments. • Evidence may be obtained through test work, observation, examination, and client assertion. However, client assertion alone is not adequate evidence to support “Yes” responses on the questionnaire. • The audit firm must determine the cooperative reviewed documents and transactions and provided sufficient evidence of approval including manual or electronic signatures or initials and date of review. • For questions related to the establishment of policies and procedures, the audit firm must gain an understanding of the cooperative’s internal controls and perform sufficient test work to determine that the procedures were implemented, followed, and systematically communicated to employees and member districts, as applicable. • The minimum number of items to test has been specified for each question. The items selected should be representative of the population. Population and samples sizes used for test work should be documented in the comment box of the related question.
• A “Yes” response indicates that the audit firm has determined that the cooperative complied with the State’s procurement laws and applicable rules for that question based on auditor obtained evidence. However, the Arizona Auditor General makes the final determination of compliance based on the evidence presented in the questionnaire, audit reports, audit documentation, and any other sources of information available. • A “No” response indicates the cooperative did not comply with the State’s procurement laws and applicable rules for that question. Audit firms must explain the cooperative’s deficiency noted for all “No” responses in the comment box below the question. Deficiencies must be described in sufficient detail to enable the Arizona Auditor General to determine the nature and significance of the deficiency for:
(a) assessing compliance with the State’s procurement laws and applicable rules, (b) describing the deficiency in a letter, and
(c) testing compliance during a review. The description should include the number of items tested and the number of exceptions noted, and any other relevant information that would provide context for the deficiency. • An “N/A” response indicates the cooperative did not have activity related to the State’s procurement laws and applicable rules for that question. The audit firm must explain all “N/A” responses in the comment box below the question unless the reason for the N/A is obvious.
• The questions in the questionnaire do not address all requirements of the State’s procurement rules and applicable laws.

If the audit firm is aware of noncompliance with a requirement that is not addressed in this questionnaire, the audit firm should include those deficiencies on a separate page attached to the questionnaire, as applicable.

The audit firm must make the resulting audit documentation supporting the audit firm’s questionnaire responses and comments available on request for the Arizona Auditor General to review. To facilitate this review, the audit firm should include in the audit documentation a copy of the questionnaire with references to the audit procedures performed for each question.
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Procurement Compliance Questionnaire
Arizona Auditor General revised 7/24 Page 2 of 5
Once the audit firm has completed, reviewed, and signed the procurement questionnaire, it must submit it to the Arizona Auditor General by email to [email protected].
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Procurement Compliance Questionnaire
Arizona Auditor General revised 7/24 Page 3 of 5
Objective: To determine whether the cooperative has followed the State of Arizona procurement laws and the Arizona School District Procurement Rules, as adopted by the State Board of Education in the Arizona Administrative Code (A.A.C.) R7-1-1001 et seq., to promote fair and open competition among vendors to help ensure the cooperative’s members are receiving the best value for the public monies they spend.

The audit firm must select and test the lesser of 50 percent or 15 of the cooperative’s solicitations completed during the fiscal year to be used by Arizona school districts, but no fewer than 5 solicitations. These sample sizes represent the minimum level of required test work. Audit firms should use their professional judgment in determining whether a larger sample is needed.

In the parentheses provided below, indicate the population size and actual number of solicitations tested and total number of solicitations completed. If all solicitations are tested, indicate such in the comments. Of the total solicitations selected for testing, at least 40 percent must be competitive sealed bids and at least 40 percent must be competitive sealed proposals. If the 40 percent thresholds cannot be met because of an inadequate population size, the audit firm must test all solicitations completed through competitive sealed bids or proposals, as applicable. Of the solicitations selected, at least 1 should be for traditional construction (design-bid-build) and specified professional services, and at least 1 for construction-manager-at-risk, design-build, job-order-contracting, or qualified select bidders list, as applicable.

YES/NO
Based upon review of ( ) solicitations, (___) competitive sealed bids and (___) competitive sealed proposals from the (____) total solicitations completed during the fiscal year for the procurement of construction, materials, and services, did the cooperative follow the School District Procurement Rules (A.A.C. R7-2-1001 et seq) and do the following:

1. Compile and maintain a list of persons who requested to be added to a list of prospective bidders, if any, and furnish those bidders with notice of available bids? A.A.C. R7-2-1023 Yes Comment:

2. Publish and provide other adequate notice, as applicable, of the issuance of solicitations? A.A.C. R7-2-1022, R7-2-1024(C), or R7-2-1042(C) Yes
Comment:

3. Issue the solicitation at least 14 days before the due date and time set for bid or proposals, as applicable, unless a shorter time was documented as necessary? A.A.C. R7-2-1024(A) or R7-2-1042(B) Yes Comment:

4. Include all required content in the solicitation, as required by A.A.C. R7-2-1024(B) or R7-2-1042(A), including the requirement that bidders/offerors have taken steps to ensure no violation of A.R.S. §15-213(O) has occurred? (Note: If the response is “No,” the comment should specifically indicate which requirements were not complied with.) Yes
Comment:

5. Record the time and date that sealed bids or proposals were received and store bids or proposals unopened until the time and date set for opening? A.A.C. R7-2-1029 or R7-2-1045 Yes Comment:

If a multiple award was made for a solicitation, did the cooperative: (Questions 6 through 9)

6. Include in the solicitation(s) notification that multiple contracts may be awarded, the cooperative’s basis for determining whether to award multiple contracts, and the criteria for selecting vendors for the multiple contracts? A.A.C. R7-2-1031(C) and R7-2-1050(B) Yes
Comment:

7. Documented the specific reason(s), that a single award was not advantageous to the cooperative’s members and retained documentation that supported the basis for a multiple award? A.A.C.

R7-2-1031(D) and R7-2-1050(C) Yes
Comment:

8. Establish and communicate to the cooperative’s members the procedures for the use of multiple award contracts? A.A.C. R7-2-1031(D) and R7-2-1050(C) N/A
Comment:

9. Limit contract awards to the least number of suppliers necessary to meet the requirements of the members? A.A.C. R7-2-1031(D) and R7-2-1050(C) Yes
Comment:
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Procurement Compliance Questionnaire
Arizona Auditor General revised 7/24 Page 4 of 5
YES/NO

10. For solicitations where only 1 responsive bid or proposal was received, did the cooperative determine that the price submitted was fair and reasonable, and that either other prospective offerors had reasonable opportunity to respond or there was not adequate time for resolicitation, and retain documentation that supported the basis for the determination? A.A.C. R7-2-1032 or R7-2-1046(A)(1) N/A Comment:

11. For ( ) solicitations issued through competitive sealed bidding, did the cooperative award the contracts to the lowest responsible and responsive bidder whose bid conformed, in all material respects, to the requirements and evaluation criteria set forth in the invitation for bid (IFB)? (Note: If the response is “No,” the comment should specifically indicate which requirements were not complied with.) A.A.C. R7-2-1031
N/A
Comment:

12. For ( ) solicitations issued through competitive sealed proposals, did the cooperative award the contract to the offeror whose proposal was determined, with the specific reason(s) in writing, to be most advantageous to the cooperative’s members based on the factors set forth in the request for proposal (RFP) and retain documentation that supported the determination? (Note: If the response is “No,” the comment should specifically indicate which requirements were not complied with.) A.A.C. R7-2-1050 Yes
Comment:

13. If the cooperative issued solicitations for construction contracts that used construction-manager-at-risk, design-build, job-order-contracting, or qualified select bidders list to procure those services, did the cooperative comply with the requirements of A.A.C. R7-2-1100 through R7-2-1115? (Note: If the response is “No,” the comment should specifically indicate which requirements were not complied with.) N/A Comment:

14. If the cooperative issued solicitations for goods and information services using reverse auctions or electronic bidding, did the cooperative comply with the requirements of A.A.C. R7-2-1018 and R7-2-1021? (Note: If the response is “No,” the comment should specifically indicate which requirements were not complied with.) N/A
Comment:

15. Did the cooperative obtain signed procurement disclosure statements for all procurement consultants, members of a procurement advisory group, or evaluation committee involved in each specific procurement process? A.A.C. R-7-2-1008 Yes
Comment:

16. Based on type of procurement tested, did the cooperative prepare the applicable written determinations as required by the specific procurement rule(s), including specifying the reasons and how the determination was made, and maintain the written determination in the procurement file? A.A.C.

R7-2-1004.

Yes
Comment:

17. If the cooperative used multi-term contracts for any of the solicitations tested:
a. Were the terms and conditions of renewal or extension, if any, included in the IFB or RFP? A.R.S. §15- 213(L) and A.A.C. R7-2-1093 Yes
Comment:
b. For materials or services and contracts for job-order-contracting construction services that were entered into for more than 5 years, did the cooperative determine in writing that a contract of longer duration would be advantageous to its members before the solicitation was issued? A.R.S. §15-213(L) and A.A.C. R7-2-1093 N/A
Comment:
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Procurement Compliance Questionnaire
Arizona Auditor General revised 7/24 Page 5 of 5
YES/NO

18. If the cooperative issued solicitations for specified professional services, consistent with A.A.C.

R7-2-1117 through R7-2-1123 did it provide guidance for use of those contracts to cooperative member districts? N/A
Comment:

19. The cooperative's procurement files included the information required by A.A.C. R7-2-1001(97), as applicable, and were the files available to cooperative members for due diligence purposes? A.A.C. R7-2- 1191(D) If the response is “No,” specifically indicate which document listed in A.A.C.

R7-2-1001(97) was not included in the file. Do not include items already cited on another question.

Yes
Comment:

20. Did the cooperative provide training and guidance related to restrictions on soliciting, accepting, or agreeing to accept any personal gift or benefit with a value of $300 or more to employees and vendors? A.R.S. §15-213 (N) and A.A.C.R7-2-1003 Yes
Comment:

21. Did the cooperative have a procedure to prevent additional purchases by new members that would materially increase the volume of goods or services estimated in the original solicitation? A.A.C.

R7-2-1011 N/A
Comment:

22. Did the cooperative have a procedure to verify districts using the cooperative’s contracts had an active cooperative purchasing agreement on file? A.A.C. R7-2-1191 through R7-2-1195 Yes Comment:

This questionnaire was completed in accordance with guidelines established by the Arizona Auditor General and as set forth in the instructions on page 1.

Audit Firm: Date:

Preparer (audit firm representative): Title:
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Summary Scoring
Sealed Proposal #24-6833
RFP - Human Resource Information Systems and Related Products and Services Vendor 1: Dayforce
Experience/
Performance
Product
Options/Variety Financial Stability
Response to Nat'l
Program Cost Total
Evaluator 1 28 25 4 30 14 101
Evaluator 2 31 23 4 25 14 97
Evaluator 3 33 29 4 25 14 105
25 25 4 28 14 96
32 25 4 26 14 101
Final Score 500
Vendor 2: DLT Solutions
Experience/
Performance
Product
Options/Variety Financial Stability
Response to Nat'l
Program Cost Total
Evaluator 1 5 3 4 20 13 45
Evaluator 2 26 25 4 26 13 94
Evaluator 3 30 27 4 25 13 99
10 10 4 15 13 52
5 10 4 20 13 52
Final Score 342
Vendor 3: Inovium
Experience/
Performance
Product
Options/Variety Financial Stability
Response to Nat'l
Program Cost Total
Evaluator 1 28 21 4 10 12 75
Evaluator 2 20 27 4 20 12 83
Evaluator 3 29 30 4 25 12 100
14 25 4 20 12 75
15 15 4 25 12 71
Final Score 404
Vendor 4: NeoGov
Experience/
Performance
Product
Options/Variety Financial Stability
Response to Nat'l
Program Cost Total
Evaluator 1 28 30 3 26 22 109
Evaluator 2 32 25 3 27 22 109
Evaluator 3 33 29 3 25 22 112
31 25 3 20 22 101
35 30 3 28 22 118
Final Score 549
Vendor 5: UKG
Experience/
Performance
Product
Options/Variety Financial Stability
Response to Nat'l
Program Cost Total
Evaluator 1 33 28 3 30 25 119
Evaluator 2 32 28 3 29 25 117
Evaluator 3 33 29 3 25 25 115
30 30 3 30 25 118
35 30 3 28 25 121
Final Score 590
Evaluator 4
Evaluator 5
Evaluator 4
Evaluator 5
Evaluator 5
Evaluator 4
Evaluator 5
Evaluator 4
Evaluator 5
Evaluator 4
2256

COBB COUNTY PROCUREMENT SERVICES DEPARTMENT
122 Waddell Street, NE
Marietta, Georgia 30060
(770) 528-8400 /Fax: (770) 528-8428
Email: [email protected]
www.cobbcounty.org/procurement-services
IMPORTANT NOTICE – PLEASE READ CAREFULLY!!
ALL proposals MUST be received at the Cobb County Procurement Services Department.

PROPOSALS MUST BE RECEIVED BEFORE 12:00 (NOON) ON

CLOSING DAY
Any proposal received later than 12:00 (noon) will not be accepted. The County accepts no responsibility for delays in the mail. Proposals are to be mailed or delivered to:

COBB COUNTY PROCUREMENT SERVICES DEPARTMENT
122 WADDELL STREET, NE
MARIETTA, GA 30060
All proposals shall be submitted on the Proposal Form. Any revisions made on the outside of the envelope WILL NOT be considered.

PLEASE CHECK proposal specifications and advertisement for document requirements.

Documents/Forms listed below MUST be submitted when required.

Omission of these documents /forms will cause your bid/proposal to be declared NON-RESPONSIVE.

PROPOSAL SUBMITTAL FORM (REQUIRED) ► Official Signature is required on this form guaranteeing the quotation.

CONTRACTOR AFFIDAVIT and AGREEMENT – Exhibit A (REQUIRED) ► Affidavit MUST be signed, notarized and submitted with any proposal requiring the performance of physical services If the affidavit is not submitted at the time of the proposal, proposal will be determined non-responsive and will be disqualified.

BID BOND (NOT REQUIRED)
A “SEALED PROPOSAL LABEL” has been enclosed to affix to your proposal. This label MUST be affixed to the outside of the envelope or package, even if it is a “NO PROPOSAL” response. Failure to attach the label may result in your proposal being opened in error or not routed to the proper location for consideration. No proposal will be accepted after the date and time specified.

Thank you in advance for your cooperation.
2257

PROPOSAL SUBMITTAL FORM
SUBMIT PROPOSAL TO:

Cobb County Procurement Services Department
122 Waddell Street NE
Marietta, GA 30060
SEALED PROPOSAL #: 24-6833
Request for Proposals
Human Resource Information Systems and Related Products and Services Cobb County Procurement Services Department
DELIVERY DEADLINE: August 8, 2024 BEFORE 12:00 P.M. (NOON) EST (NO PROPOSALS WILL BE ACCEPTED AFTER THIS DEADLINE).

Proposal Closing Date: August 8, 2024 @ 2:00 P.M. in the Cobb County Procurement Services Department, 122 Waddell Street NE, Marietta, Georgia, 30060.

BUSINESS NAME AND ADDRESS INFORMATION:

COMPANY NAME:

CONTACT NAME:

COMPANY ADDRESS:

E-MAIL ADDRESS:

PHONE NUMBER: FAX NUMBER:

NAME AND OFFICIAL TITLE OF OFFICER GUARANTEEING THIS QUOTATION:
________________________________________

PRINT/TYPE NAME TITLE
TELEPHONE: FAX:

PROPOSER WILL INDICATE TIME PAYMENT DISCOUNT:

PROPOSER SHALL INDICATE MAXIMUM DELIVERY DATE (UNLESS OTHERWISE SPECIFIED IN PROPOSAL

SPECIFICATIONS)

SIGNATURE OF OFFICER ABOVE:
(SIGNATURE)
Proposals received after the date and time indicated will not be considered. Cobb County reserves the right to reject any and all proposals, to waive informalities, to reject portions of the proposal, to waive technicalities and to award contracts in a manner consistent with the county and the laws governing the State of Georgia.

The enclosed (or attached) proposal is in response to Sealed Proposal Number 24-6833; is a firm offer, as defined by section O.C.G.A. (s) 11-2-205 of the code of Georgia (Georgia laws 1962 pages 156-178), by the undersigned proposer. This offer shall remain open for acceptance for a period of 90 calendar days from the proposal opening date, as set forth in this invitation to proposal unless otherwise specified in the proposal documents.

NOTICE TO PROPOSERS - PROPOSAL QUOTES MUST INCLUDE INSIDE DELIVERY CHARGES 2258

SEALED PROPOSAL LABEL

SEALED PROPOSAL ENCLOSED
DELIVER TO:

Cobb County Procurement Services
122 Waddell Street NE
Marietta, GA 30060 ________________________________________ SEALED PROPOSAL # 24 - 6833 DATE: August 8, 2024
PROPOSALS MUST BE RECEIVED BEFORE 12:00 P.M. (NOON)
DESCRIPTION: Human Resource Information Systems and Related Products and Services
VENDOR: _____________________________________

LABEL MUST BE ATTACHED TO OUTSIDE OF PROPOSAL

PACKAGE
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"STATEMENT OF NO PROPOSAL”

COBB COUNTY PROCUREMENT SERVICES DEPARTMENT
122 WADDELL STREET NE
MARIETTA, GA 30060
TO ALL PROSPECTIVE VENDORS:

Because of the many requests to be placed on our vendors' list, we are continuously updating the list.

While we want to include all bona fide vendors, we do not want to mail proposals to those vendors who may no longer be interested in participating in our Request for Proposals (RFP) process.

If you do not choose to respond to the attached RFP, please fill out the form below indicating if you want to be retained on our current vendor list.

Vendors who do not respond in any way (by either submitting a proposal or by returning this form) over a period of one year may be removed from the current vendor list.

Vendors who do not wish to submit a proposal will often return the entire solicitation packet. This is not necessary, and you can return this completed form to [email protected].

Thank you for your cooperation.

Cobb County Procurement Services Department
______________________________________________________________________________ "STATEMENT OF NO PROPOSAL”
Sealed Proposal # 24-6833
Request for Proposals
Human Resource Information Systems and Related Products and Services Cobb County Procurement Services Department
If you do not wish to respond to the attached Request for Proposals, please complete this form and send to [email protected] or by Fax to 770-528-8428 I do not wish to submit a proposal on this solicitation.

I wish to be retained on the vendor list for this commodity and/or service: Yes_____ No ____ Please PRINT the following:
________________________________
Company Representative
You are invited to list reasons for your decision not to submit a proposal:
__________________________________________________________________ 2260

REQUEST FOR PROPOSALS
Sealed Proposal # 24-6833
Human Resource Information Systems and Related Products and Services Cobb County Procurement Services Department
Proposal Closing Date: August 8, 2024
Pre-Proposal Conference: July 10, 2024 @ 2:00 PM (E.S.T.) Virtual (via Cisco Webex)
Meeting Link
Meeting Number (Access Code): 2315 366 8267
Meeting Password: 589mMc8MQYV
Proposals Are Received in the Cobb County Purchasing Department 122 Waddell Street NE
Marietta, GA 30060
Before 12:00 P.M. (Noon) By the Proposal Closing Date
Proposal Will Be Opened in the Cobb County Purchasing Department at 2:00 pm 122 Waddell Street NE
Marietta, GA 30060
VENDORS ARE REQUIRED TO SUBMIT THE ORIGINAL, 1 COPY, AND FIVE (5) IDENTICAL

ELECTRONIC COPIES ON FLASH DRIVE(S) OF PROPOSAL
(UNLESS OTHERWISE SPECIFIED IN PROPOSAL SPECIFICATIONS) NAME: ________
ADDRESS:

REPRESENTATIVE:

PHONE: FAX:

E-MAIL__________ _____________________________________________________________ NOTE: The Cobb County Purchasing Department will not be responsible for the accuracy or completeness of the content of any Cobb County Invitation to Bid or Request for Proposals or subsequent addenda thereto received from a source other than the Cobb County Purchasing Department.
https://cobbcounty.webex.com/cobbcounty/j.php?MTID=m85412ac136835cfb989130e94d0a309f 2261
1 COMPETITIVE SOLICITATION

BY COBB COUNTY, GA
FOR

HUMAN RESOURCE INFORMATION SYSTEMS

AND RELATED PRODUCTS AND SERVICES

ON BEHALF OF ITSELF AND OTHER GOVERNMENT AGENCIES

AND MADE AVAILABLE THROUGH OMNIA PARTNERS
RFP
SEALED PROPOSAL #24-6833
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2 OVERVIEW

MASTER AGREEMENT
Cobb County, GA (herein “Lead Public Agency”) on behalf of itself and all states, local governments, school districts, and higher education institutions in the United States of America, and other government agencies and nonprofit organizations (herein “Participating Public Agencies”) is soliciting proposals from qualified suppliers to enter into a Master Agreement (the form for which is attached and incorporated herein) for a complete line of Human Resource Information Systems and Related Products and Services (herein “Products and Services”). Each Supplier awarded an item under this solicitation may offer their complete product and service offering/balance of line for Products and Services. Pricing for complete product and service offering will be determined by a percentage discount off the Supplier’s retail price list. The pricing percentage discount offered must be entered in a Complete Product and Service Offering section in the Supplier’s response to the Pricing section of the Proposal Evaluation Criteria Requirements. Although the below may reflect the needs and requirements of Cobb County, GA, OMNIA Partners Participating Public Agencies may have different requirements.

OBJECTIVES
A. Provide a comprehensive competitively solicited Master Agreement offering Products and Services to Participating Public Agencies;
B. Establish the Master Agreement as a Supplier’s primary offering to Participating Public Agencies; C. Achieve cost savings for Suppliers and Participating Public Agencies through a single competitive solicitation process that eliminates the need for multiple bids or proposals; D. Combine the volumes of Participating Public Agencies to achieve cost effective pricing; E. Reduce the administrative and overhead costs of Suppliers and Participating Public Agencies through state-of-the-art ordering and delivery systems; F. Provide Participating Public Agencies with environmentally responsible products and services.

GENERAL DEFINITION OF PRODUCTS AND/OR SERVICES
Qualified suppliers are expected to propose the broadest possible selection of HUMAN RESOURCE INFORMATION SYSTEMS AND RELATED PRODUCTS AND SERVICES they offer. Enterprise Resource Planning (ERP) Systems which have a Human Capital Management (HCM) or Human Resource Information System (HRIS) component will not be considered for this Request for Proposals (RFP). The intent of this proposal is to contract for a standalone Human Resource Information System or Human Capital Management System solution and to provide Participating Public Agencies with a full range of solutions to meet their needs. Therefore, the proposer shall have demonstrated experience in providing the products and services as defined in this RFP, including but not limited to, a Human Resource Information System that is able to perform most of the following functions:
• Employee Information Management: Maintain a database of employee information, including personal details, contact information, job history, qualifications, performance evaluation, and training records.
• Recruitment and Applicant Tracking: Manage the recruitment process, including job postings, applicant tracking, resume parsing, candidate evaluation, and communication with candidates.
• Onboarding and Offboarding: Facilitate the onboarding process for new hires, including document management, orientation schedules, training assignments, and integration into the 2263
3 organization. Also, manage the offboarding task such as exit interviews, clearance procedures and exit documentation.
• Attendance and Leave Management: Track employee attendance, work hours, overtime, leaves (vacation, sick leave, etc.) and manage leave requests, approvals and balances. • Payroll and Benefits Administration: Calculate and process employee salaries, bonuses, deductions, taxes, and benefits. Generate payroll reports, pay slips, and manage benefits enrollment and administration.
• Performance Management: Set goals, conduct performance appraisals, provide feedback, track progress, identify training needs, and manage performance improvement plans. • Training and Development: Plan, schedule, and track employee training programs, certifications, workshops, and other development activities. Maintain training records and evaluate training effectiveness.
• Compliance and Legal Requirements: Ensure compliance with labor laws, regulations, and agency policies. Manage employee contracts, agreements, disciplinary actions, and legal documentations.
• Employee Self-Service: Provide employees with self-service portals to update personal information, view pay stubs, apply for leaves, access training materials, and communicate with HR.
• Analytics and Reporting: Generate HR analytics, reports, dashboards, and insights to monitor key metrics, trends, and performance indicators. Use data for decision-making, planning, and strategic HR initiatives.
• Integration and Security: Integrate with other systems such as Accounting, ERP, Time and Attendance, and ensure data security, privacy and compliance with data protection regulations.
• Mobile Accessibility: Provide mobile-friendly access to HRIS functionalities for remote and on-the-go employees, managers, and HR professionals.

New equipment, products and services may be added throughout the contract term by submitting additions for consideration by the County. If approved, all additions shall be treated as if contained herein.

NATIONAL CONTRACT
Cobb County, GA, as the Principal Procurement Agency, defined in Attachment A, has partnered with OMNIA Partners, Public Sector, Inc., a Delaware corporation (“OMNIA Partners”) to make the resultant contract (also known as the “Master Agreement” in materials distributed by OMNIA Partners) from this solicitation available to other public agencies nationally, including state and local governmental entities, public and private primary, secondary and higher education entities, non-profit entities, and agencies for the public benefit (“Public Agencies”), through OMNIA Partners’ cooperative purchasing program. Cobb County, GA, is acting as the contracting agency for any other Public Agency that elects to utilize the resulting Master Agreement. Use of the Master Agreement by any Public Agency is preceded by their registration with OMNIA Partners (a “Participating Public Agency”) and by using the Master Agreement, any such Participating Public Agency agrees that it is registered with OMNIA Partners, whether pursuant to the terms of a Master Intergovernmental Cooperative Purchasing Agreement, a form of which is attached hereto on Attachment A, or as otherwise agreed to. Attachment A contains additional information about OMNIA Partners and the cooperative purchasing program.

OMNIA Partners is the largest and most experienced purchasing organization for public and private sector procurement. Through the economies of scale created by OMNIA Partners’ public sector subsidiaries and affiliates, our participants have access to competitively solicited and publicly awarded cooperative agreements. For all public sector contracts, the lead agency contracting process continues to be the foundation on which we were established. OMNIA Partners is proud to offer more value and resources to state and local government, higher education, K-12 education and non-profits. 2264
4 OMNIA Partners provides shared services and supply chain optimization to government, education and the private sector. With corporate, pricing and sales commitments from the Supplier, OMNIA Partners provides marketing and administrative support for the Supplier 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. Participating Public Agencies benefit from pricing based on aggregate spend and the convenience of a contract that has already been advertised and publicly competed. The Supplier benefits from a contract that generally allows Participating Public Agencies to directly purchase goods and services without the Supplier’s need to respond to additional competitive solicitations. As such, the Supplier must be able to accommodate a nationwide demand for services and to fulfill obligations as a nationwide Supplier and respond to the OMNIA Partners documents (Attachment A).

Cobb County, GA, anticipates spending approximately $1,500,000.00 over the full potential Master Agreement term for Human Resource Information Software and Related Products and Services. While no minimum volume is guaranteed to the Supplier, the estimated annual volume of Human Resource Information Systems and Related Products and Services purchased under the Master Agreement through OMNIA Partners is approximately $200 million. This projection is based on the current annual volumes among Cobb County, GA, other Participating Public Agencies anticipated to utilize the resulting Master Agreement to be made available to them through OMNIA Partners, and volume growth into other Public Agencies through a coordinated marketing approach between the Supplier and OMNIA Partners.

MULTIPLE AWARDS
Multiple awards may be issued as a result of the solicitation. Multiple Awards will ensure that any ensuing Master Agreements fulfill current and future requirements of the diverse and large number of Participating Public Agencies.

Cobb County, GA reserves the right to award the contract locally and/or nationally in the aggregate, by section, multiple award, primary, secondary, and tertiary, whichever is in the best interest of the County and Participating Public Agencies as a result of this solicitation.

EVALUATION OF PROPOSALS
Proposals will be evaluated by the Lead Public Agency in accordance with, and subject to, the relevant statutes, ordinances, rules and regulations that govern its procurement practices.

ADDITIONAL AGREEMENTS
End User License Agreement(s) or EULA(s), Term of Service “TOS”, or Service Agreements are standard contract documents or terms or conditions governing a Participating Agency’s access to, use of, or deployment of certain software or services awarded vendor supplies hereunder, directly, or indirectly, and that a Participating Agency may be required to execute or agree to in connection with its use of the same.

Participating Agencies may negotiate EULAs or TOSs with the applicable awarded vendor or OEM software provider/publisher and/or service provider even if this solicitation is awarded to a distributor.

SURVIVAL CLAUSE
All applicable End User License Agreement(s) or EULA(s), Terms of Services “TOS”, or Service Agreements that are entered into between Cobb County, GA and Supplier(s), or Participating Agency and Supplier(s), under the terms and conditions of the contract, shall survive expiration or termination of the Contract. All Purchase Orders issued and accepted by Contractor shall survive expiration or termination of the Contract for a period of one year.
2265
5 REQUEST FOR PROPOSAL

TECHNOLOGY PRODUCTS, SERVICES, SOLUTIONS,

AND RELATED PORDUCTS AND SERVICES
SEALED BID #24-6833

1. INTRODUCTION
Cobb County Government is seeking sealed proposals from qualified suppliers for HUMAN RESOURCE INFORMATION SYSTEMS AND RELATED PRODUCTS AND SERVCES on behalf of itself, and all states, local governments, school districts, and higher education institutes in the United States of America, and other governmental agencies and nonprofit organizations. The terms bid and proposals may be used interchangeably but responsive proposals will be evaluated using a Best Value method. Suppliers that are nationally recognized and qualified are expected to propose a broad selection of Human Resource Information Systems and Related Products and Services that they offer commercially. Suppliers submitting proposals shall demonstrate that they possess the necessary qualifications.

2. OBJECTIVES
a. Provide a comprehensive competitively solicited Master Agreement offering products and services to Participating Public Agencies.
b. Establish the Master Agreement as a Supplier’s primary offering to Participating Public Agencies.
c. Achieve cost savings for the Suppliers and Participating Public Agencies through a single competitive solicitation process that eliminates the need for multiple bids or proposals. d. Combine the volumes of Participating Public Agencies to achieve cost effective pricing. e. Reduce the administrative and overhead costs of Suppliers and Participating Public Agencies through state-of-the-art ordering and delivery systems.

3. CONTRACT TERM
a. The contract shall be for a period of forty-eight months and shall commence on the date of award.
b. The contract may be renewed, at the discretion of Cobb County Government and upon written agreement by the vendor, for three (3) additional periods of twelve months each. However, the duration of the contract shall not exceed seven (7) years including the exercise of any options. The anticipated full term of the contract is seven (7) years. The Supplier shall have the right to enter local “service” agreements with Participating Public Agencies accessing the contract through OMNIA Partners, so long as the effective date of such agreement is prior to the expiration of the Contract. All local agreements may have a full potential term (any combination of initial and renewal periods) not to exceed seven (7) years. c. Proposals in response to this RFP shall be valid for a period of one-hundred and eighty (180) days after the proposal due date and time.

Multi-Year Contract Provisions
The successful respondent will be required to enter into a contract containing the provisions as required by Georgia law pertaining to multi-year contracts. The following is a sample of the provision and will be adjusted as to the term or as to the length of the contract.

This contract shall terminate absolutely and without further obligation on the part of Cobb County at the close of the calendar year in which it was executed, and at the close of each succeeding calendar year for which it may be renewed as provided in O.C.G.A. § 36-60-13. The contract shall automatically renew for each of the remaining calendar years provided for in the contract, unless positive action is taken by Cobb County to terminate such contract, and the nature of such action shall be written notice provided to the vendor within sixty (60) days before the end of the initial year of the contract or each succeeding remaining calendar year.
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6 This contract shall terminate immediately and absolutely at such time as appropriated and otherwise unobligated funds are no longer available to satisfy the obligations of Cobb County under this contract.

4. PRICING
Prices shall remain fixed for the first twelve (12) months of the Master Agreement term. Reasonable price changes based on market conditions and price/cost analysis may be made after the initial twelve (12) months. The Contractor shall supply documentation satisfactory to Cobb County, such as:
documented changed to Producers Price Indexes; Consumer Price Indexes; or a manufacturer’s published notification of price change(s). Discounts proposed shall remain throughout the term of the contract and at all renewal options.

Cobb County will evaluate this information to determine if revising the pricing is considered fair and reasonable to the satisfaction of Cobb County. Requests for any such change must be received in writing by the Cobb County Procurement Services Department thirty (30) days prior to the expiration of the original contract term. The County may cancel the contract if the price increase request is not approved.

All price reductions at the manufacturers or distributors’ level shall be reflected in a reduction of the contract price(s) to Cobb County retroactive to the effective date of the price reduction(s).

Special Offers/Promotions
In addition to decreasing prices for the balance of the Contract term due to a change in market conditions, Contractor may conduct sales promotions involving price reductions for a specified lesser period. Contractor may offer Participating Public Agencies competition pricing lower than the not-toexceed price set forth herein at any time during the Contract term and such lower pricing shall not be applied as a global price reduction under the Contract.

Federal Funding Pricing
Due to products and services potentially being used in response to an emergency or disaster recovery situation in which federal funding may be used, if applicable, provide alternative pricing that does not include cost plus a percentage of cost or pricing based on time and materials; if time and materials is necessary, a ceiling price that the contract exceeds at its own risk will be needed. If products and services are provided in a situation where an agency is eligible for federal funding, Offeror is subject to and must comply with all federal requirements applicable to the funding including, but not limited to, the FEMA Special Conditions section located in the Federal Funds Certifications Exhibit.

5. PROPOSAL CONTENTS
To assist in the evaluation of proposals resulting from this RFP, it is requested that each proposal be written in a concise and forthright manner and the unnecessary marketing statements and materials be avoided. The proposal shall consist of the sections outlined and organized in the manner set forth below, separated, and appropriately titled. Responses for each proposal section and requirement listed below must be clearly stated. Any additional relevant information may be placed in appendices.

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. 2267
7 5.2 Executive Summary
The Proposer shall provide an Executive Summary that presents in brief, concise terms a summary level description of the contents of the proposal.

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.
b. Date business was established under current name.
c. Size of company including the total number of employees. d. Type of ownership or legal structure of business
e. Has the company ever failed to complete work for which a contract was issued? If yes, explain the circumstances.
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?
g. Has the firm ever been disqualified from working for any public entity? If yes, explain the circumstances.
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.

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:
a. Scope of services/contract description.
b. Dollar value of contract.
c. Assigned project personnel.
d. The contracting entity’s contact person, current phone number, and current e-mail address as reference information.

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.
b. Demonstrate how Software is implemented, what training curriculum’s entail, and what the implementation process entails.
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. d. Provide detailed information on training capabilities for your offering. e. Provide a list of the top software and programs Supplier’s offering can integrate with. f. Provide any multi-factor authentication features, if applicable. g. Provide a list of Distributors, if applicable.
h. Detail the process for software migration and the parties that will be involved. i. Detail the process for software upgrades and the parties that will be involved. j. Detail what technical support is provided for the life of the product and how service issues will be handled.

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). b. Provide costs for migration.
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8 c. Provide costs to upgrade software.
d. Provide any training costs.
e. Provide any implementation costs.
f. Provide payment methods and terms.
g. Provide any technical support fees.
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.

5.7 Value Add
Provide any value-added services or offerings.

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

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.
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.

6. EVALUATION CRITERIA
Proposals will be evaluated based on information presented in the proposal package and on an analysis of any other available information. The County may conduct such investigations or interviews as it deems necessary to assist in the evaluation of any proposal submitted and to establish to Cobb County’s satisfaction the qualifications of any Proposer.

Proposal will be evaluated based on the following criteria:
a. Relevant Experience/Performance including References. Experiences with Cobb County and entities that evaluation committee members represent may be taken into consideration when evaluating qualifications and experience.
b. Product Options/Variety/Availability and Service Capability c. Financial Stability
Financial Stability of the top proposer(s) will be evaluated by the Finance Department in the following areas: Liquidity Ratios (1 point); Financial Leverage Ratios (2 points); Profitability Ratios (1 point); and whether an audited or reviewed Financial Statement is submitted with Proposal (1 point). A maximum of 5 points may be awarded. Proposers who receive a score of 2 points or less will be considered for award.
d. Price
e. Response to the National Program (including detailed response to Attachment A, Requirements for National Cooperative Contract to be Administered by OMNIA Partners, Public Sector)
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9 To comprehensively evaluate the proposals received, the County may seek additional information or clarification from one or more of the Suppliers. Exclusive or concurrent negotiations may be conducted with responsible Supplier(s) for the purpose of altering or otherwise changing the conditions, terms, and price of the proposed contract unless prohibited.

Cobb County General Instructions for Proposers, Terms and Conditions I. Preparation of Proposals
Each proposer shall examine the drawings, specifications, schedule and all instructions. Failure to do so will be at the proposer’s risk, as the proposer will be held accountable for their proposal response.

Unit price for each quotation shall be shown and such price shall include packing unless otherwise specified, along with a total and grand total where applicable. In case of discrepancy between a unit price and extended price, the unit price will be presumed correct.

Each proposer shall furnish all information required by the proposal form or document. Each proposer shall sign the proposal and print or type his or her name on the schedule. The person signing the proposal must initial erasures or other changes. An authorized agent of the company must sign proposals.

Requests for Proposals (RFP) issued by Cobb County are advertised on the Cobb County Internet site (www.cobbcounty.org/procurement-services), and on the Georgia Procurement Registry, and every Friday in the Cobb County legal organ, the Marietta Daily Journal.

II. Delivery
Each proposer should state time of proposed delivery of goods or services. Words such as “immediate”, “as soon as possible”, etc., shall not be used. The known earliest date or the minimum number of calendar days required after receipt of order (delivery A.R.O.) shall be stated (if calendar days are used, include Saturday, Sunday and holidays in the number).

III. Explanation to Proposers
Any explanation desired by a proposer regarding the meaning or interpretation of the Request for Proposal, drawings, specifications, etc. must be received in writing by 5:00 PM on July 17, 2024, in order for a reply to reach all proposers before the close of the bid. Any information concerning an RFP will be furnished to all prospective proposers as an addendum to the invitation if such information is necessary or if the lack of such information would be prejudicial to uninformed proposers.

Submit questions in writing to:

Cobb County Procurement Services Department
122 Waddell Street NE
Marietta, GA 30060
Fax: 770-528-8428
Email: [email protected]
The written proposal documents supersede any verbal or written communication between parties.

Addenda are posted on the Procurement Services web site: www.cobbcounty.org/procurementservices Receipt of addenda shall be acknowledged in the submitted proposal. It is the proposer’s ultimate responsibility to ensure that they have all applicable addenda prior to bid submittal. 2270
10 IV. Submission of Proposals
Proposals shall be enclosed in a sealed package, addressed to the Cobb County Procurement Services Department with the name and address of the proposer, the date and hour of opening, and the request for proposal number on the face of the package. Telegraphic/faxed proposals will not be considered.

Any addenda shall be enclosed in the sealed envelopes as well. All bids shall be submitted on the Bid Proposal Form. Any revisions made on the outside of the envelope will not be accepted.

Unsigned proposals will not be considered.

Cobb County is exempt from federal excise tax and Georgia sales tax with regards to goods and services purchased directly by Cobb County. Suppliers and contractors are responsible for federal excise tax and sales and use tax, including taxes for materials incorporated in county construction projects. Suppliers and contractors should contact the State of Georgia Sales Tax Division for additional information.

Except as otherwise provided by law, information submitted by a proposer in the proposal process shall be subject to disclosure after proposal award in accordance with the Georgia Open Records Act.

Proprietary information must be identified with the appropriate affidavit as required by the Georgia Open Records Act. Marking an entire proposal as proprietary will be neither accepted nor honored.

Each Proposer is required to keep the contents of their proposal confidential once it is submitted until the award to the successful Proposer is made. Releasing any information regarding the proposal to third parties or the media prior to the conclusion of the selection process will be immediate grounds for the County to reject the proposal as non-responsive.

V. Withdraw Proposal Due to Error
The proposer shall give notice in writing of his claim of right to withdraw his proposal without penalty due to an error within two (2) business days (48 hours) after the conclusion of the proposal opening.

Proposals may be withdrawn from consideration if the price was substantially lower than the other proposals due solely to a mistake therein, provided the proposal was submitted in good faith, and the mistake was a clerical mistake as opposed to a judgment mistake, and was actually due to an unintentional arithmetic error or an unintentional omission of a quantity of work, labor or material made directly in the compilation of the proposal, which unintentional arithmetic or unintentional omission can be clearly shown by objective evidence drawn from inspection of original work papers, documents and materials used in the preparation of the proposal sought to be withdrawn. The proposer’s original work papers shall be the sole acceptable evidence of error and mistake if proposer elects to withdraw its proposal. If a proposal is withdrawn under the authority of this provision, the lowest remaining responsive proposal shall be deemed to be low proposal. Proposal withdrawal is not automatically granted and will be allowed solely at the discretion of Cobb County.

No proposer who is permitted to withdraw a proposal shall, for compensation, supply any material or labor or perform any subcontract or other work agreement for the person or firm to whom the contract is awarded or otherwise benefit, directly or indirectly, from the performance of the project for which the withdrawn proposal was submitted.

VI. F.O.B. Point
Unless otherwise stated in the request for proposal and any resulting contract, or unless qualified by the proposer, items shall be shipped F.O.B. Destination. The seller shall retain title for the risk of transportation, including the filing for loss or damages. The invoice covering the items is not payable until the items are delivered and the contract of carriage has been completed. Unless the F.O.B. clause states otherwise, the seller assumes transportation and related charges either by payment or allowance. 2271
11 VII. Patent Indemnity
The contractor guarantees to hold the County, its agents, officers or employees harmless from liability of any nature or kind for use of any copyrighted or uncopyrighted composition, secret process, patented or unpatented invention, articles or appliances, or intellectual property furnished or used in the performance of the contract, for which the contractor is not the patentee, assignee or licensee.

VIII. Bid, Payment & Performance Bonds – Not Required
IX. Insurance
A. Requirement: Vendor shall procure and maintain in full force and effect for the duration of this Agreement, insurance protecting against claims for injuries to persons or damages to property which may arise from or in connection with performance of the Work hereunder by the Vendor, its agents, representatives, employees, or subcontractors.

B. Minimum Limits of Insurance: During the term of this Agreement, Contactor shall maintain insurance policies with coverage and limits no less than:

1. Commercial General Liability: $1,000,000 combined single limit per occurrence for comprehensive coverage including bodily and personal injury, sickness, disease or death, injury to or destruction of property, including loss of use resulting therefrom, damage for premises/operations, products/completed operations, independent contractors and contractual liability (specifically covering the indemnity), broad-form property damage, and underground, explosion and collapse hazard. This coverage may be achieved by using umbrella policy. The policy or policies must be on “an occurrence” basis (“claims made” coverage is not acceptable).

2. Commercial Automobile Liability (owned, non-owned and hired): $1,000,000 combined single limit per occurrence and for bodily and personal injury, sickness, disease or death, injury to or destruction of property, including loss of use resulting therefrom.

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.
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12 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.
v. Additionally, such policy must cover consequential or vicarious liabilities (e.g., claims brought against the Vendor or its Affiliated Companies and their respective directors, officers, and employees due to the wrongful acts and failures committed by you) and direct losses (e.g., claims made by the Vendor and its Affiliated Companies and their respective directors, officers, and employees against you for financial loss due to your wrongful acts or failures).
d) Commercial Umbrella Liability Coverage: $2,000,000 in liability coverage per occurrence above the Agreements stated minimum coverage limits for Commercial General Liability, Commercial Automobile, and Professional Liability policies of insurance.

C. Deductibles and Self-Insured Retention: Any deductibles or self-insurance retentions must be declared to and approved by County so that County may ensure the financial solvency of Vendor. At the option of County, either the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects County, its officers, officials, and employees; or Vendor shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses. Vendor shall pay all deductibles and be liable for all claims, losses and damages for which it self-insures.

D. Other Insurance Provisions: The policies are to contain, or be endorsed to contain, the following provisions:

1. General Liability and Umbrella/Excess Insurance
a) Additional Insured Requirement. Cobb County, its elected and appointed officials, officers, boards, commissions, officers, employees, representatives, servants, volunteers and agents (hereinafter referred to as “Insured Party” or “Insured Parties”) shall be covered as additional insureds as respects: liability arising out of activities performed by or on behalf of Vendor; products and completed operations of Vendor, premises owned, leased, or used by Vendor. The coverage shall contain no special limitations on the scope of protection afforded to the Insured Parties. Nothing contained in this section shall be construed to require Vendor to provide liability insurance coverage to the any Insured Party for claims asserted against such Insured Party for its sole negligence.
b) Primary Insurance Requirement. Vendor’s insurance coverage shall be primary and noncontributing insurance as respects to any other insurance or self-insurance available to the Insured Parties. Any insurance or self-insurance maintained by the Insured Parties shall be in excess of Vendor’s insurance and shall not contribute with it.
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13 c) Reporting Requirement. Any failure to comply with reporting provisions of the policies shall not affect coverage provided to the Insured Parties. d) Separate Coverage. Coverage shall state that the Vendor’s insurance shall apply separately to each Insured Party against whom claim is made or suit is brought. e) Defense Costs/Cross Liability. Coverage shall be provided on a “pay on behalf” basis, with defense costs payable in addition to policy limits. There shall be no crossliability exclusion.

E. Workers’ Compensation and Employers Liability Coverage: Vendor shall have and maintain in full force and effect for the duration of this Agreement, insurance protecting against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the Work by Vendor, its agents, representatives, employees or subcontractors. The insurer shall agree to waive all rights of subrogation against County and its officers, officials, employees, and volunteers for losses arising from the work performed by Vendor for County.

F. Waiver of Subrogation: The insurers shall agree under each policy of insurance required by this Agreement to waive all rights of subrogation against the Insured Parties for losses arising from work performed by Vendor for County.

G. All Coverages:

1. Notice Requirement. Each insurance policy required by this Agreement shall be endorsed to state that coverage shall not be suspended, voided, canceled, reduced in coverage or in limits except after thirty (30) days’ prior written notice by certified mail, return receipt requested, has been given to County as provided in the Notice Section of this Agreement. County reserves the right to accept alternate notice terms and provisions provided they meet the minimum requirements under Georgia law.

2. Acceptability. The insurance to be maintained by Vendor must be issued by a company licensed or approved by the Insurance Commissioner to transact business in the State of 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. 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 expiration of the coverage. Vendor’s failure to comply with this provision shall be considered a material breach of the Agreement.

I. 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. 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 agreement will not be construed to conflict with or limit Vendor’s indemnification obligation obligations under the agreement.

Duration: All insurance required by this Section must be maintained during the entire term of the agreement, including any renewal or extension terms, and until all Work has been completed to the satisfaction of County.
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14 X. Award
Award will be made to the highest scoring responsive and responsible proposer according to the criteria stated in the proposal documents and only after approval of the County Board of Commissioners.

Award will be made in writing to the successful proposer. The County may make such investigations or obtain such clarifications as it deems necessary to determine the ability of the proposer to perform, and the proposer shall furnish to the County all such information and data for this purpose as the County may request. The County reserves the right to reject any proposal if the evidence submitted by, or investigations of such proposer fails to satisfy the County that such proposer is properly qualified to carry out the obligations of the contract.

The County reserves the right to reject or accept any or all proposals for any reason and to waive technicalities, informalities and minor irregularities in the proposals received in the County’s sole discretion and best interest. The County reserves the right to make an award as deemed in its best interest which may include awarding a proposal to a single proposer or multiple proposers; or to award the whole proposal, only part of the proposal, or none of the proposal to single or multiple proposers, based on its sole discretion of its best interest.

Time payment discounts will be considered in arriving at net prices and in award of proposal.

It is the intent of Cobb County Government to award all contracts in a manner that promotes fair, equitable treatment of all contractors and sub-contractors without regard to race, color, creed, national origin, gender, age, or disability.

XI. County Furnished Property
The County will furnish no material, labor or facilities unless so provided in the RFP.

XII. Rejection of Proposals
Failure to observe any of the instructions or conditions in this request for proposal may constitute grounds for rejection of proposal.

XIII. Contract
Upon submitting a proposal in response to an RFP containing Cobb County’s Required Terms and Conditions, it is understood that the proposer has reviewed the documents with the understanding that Cobb County requires that the successful proposer(s) shall enter into a contract that is substantially the same as Cobb County’s Required Terms and Conditions unless modified by agreement of the parties.

If any exceptions are taken to any part of Cobb County’s Required Terms and Conditions, each exception must be stated in detail and submitted as part of the proposal document. If no exceptions are stated, it is assumed that the proposer fully agrees to Cobb County’s Required Terms and Conditions in its entirety. The foregoing should not be interpreted to prohibit either party from proposing additional contract terms and conditions during negotiation of the final contract, and the County reserves the right to make changes to Cobb County’s Required Terms and Conditions. In no event is a proposer to submit its own standard contract terms and conditions as a response to this RFP.

Each proposal is received with the understanding that selection as the successful proposer by the County does not constitute a written contract between the successful proposer and the County, but shall bind the proposer on his part to furnish and deliver the articles quoted at the prices stated in accordance with the conditions of said accepted proposal upon execution of a written contract with the County authorized by the County Board of Commissioners and signed by the Chairwoman. Once a contract is executed by the proper authorities for each party, the County, on its part, may order from 2275
15 such contractor, and except for cause beyond reasonable control, pay for, at the agreed prices, all articles specified and delivered.

XIV. Delivery Failures
Failure of a contractor to deliver within the time specified or within reasonable time as interpreted by the Procurement Services Director, or failure to make replacements of rejected articles/services when so requested, immediately or as directed by the Procurement Services Director, shall constitute authority for the Procurement Services Director to purchase in the open market or rebid for articles/services of comparable grade to replace the articles/services rejected or not delivered. On all such purchases, the contractor shall reimburse the County within a reasonable time specified by the Procurement Services Director for any expense incurred in excess of contract prices, or the County shall have the right to deduct such an amount from monies owed the defaulting contractor.

Alternatively, the County may penalize the contractor one percent (1%) per day for a period of up to ten (10) days for each day that delivery or replacement is late. Should public necessity demand it, the County reserves the right to use or consume articles/services delivered which are substandard in quality, subject to an adjustment in price to be determined by the Procurement Services Director.

XV. Non-Collusion
By submission of a proposal, the proposer certifies, under penalty of perjury, that to the best of its knowledge and belief:
(a) The prices in the proposal have been arrived at independently without collusion, consultation, communications, or agreement, for the purpose of restricting competition, as to any matter relating to such prices with any other vendor or with any competitor.
(b) Unless otherwise required by law, the prices which have been quoted in the proposal have not been knowingly disclosed by the proposer prior to opening, directly or indirectly, to any other proposer or to any competitor.
(c) No attempt has been made, or will be made, by the proposer to induce any other person, partnership or corporation to submit or not to submit a proposal for the purpose of restricting competition.

Collusion and fraud in bid preparation shall be reported to the State of Georgia Attorney General and the United States Justice Department.

XVI. Conflict of Interest, Etc.

By submission of a proposal, the proposer certifies, under penalty of perjury, that to the best of its knowledge and belief:

1. No circumstances exist which cause a Conflict of Interest in performing the services required by this RFP, and

2. That no employee of the County, nor any member thereof, not any public agency or official affected by this RFP, has any pecuniary interest in the business of the responding firm or his sub-consultant(s) has any interest that would conflict in any manner or degree with the performance related to this RFP.

The responding firm also warrants that responding firm and its sub-consultant(s) have not employed or retained any company or person other than a bona fide employee working solely for the responding firm or sub-consultant(s) to solicit or secure a contract agreement with Cobb County, as related to this RFP, and that responding firm and its sub-consultant(s) have not paid or agreed to pay any person, company, corporation, individual, or firm other than a bona fide employee working solely for the responding firm or its sub-consultant(s) any fee, commission, percentage, gift, or other consideration contingent upon or resulting from the award of this Agreement. 2276
16 For any breach or violation of this provision, the County shall have the right to terminate any related contract or 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.

The successful responding firm shall require each of its sub-consultant(s) to sign a statement certifying to and agreeing to comply with the terms of the subsections above.

XVII. Default
The contract may be terminated by the Procurement Services Director in whole or in part by written notice of default to the contractor upon non-performance or violation of any contract term. An award may be made to the next highest rated responsive and responsible proposer, or articles specified may be purchased on the open market similar to those terminated or the County may issue a new Request for Proposal. In any event, the defaulting contractor (or his surety) shall be liable to the County for costs to the County in excess of the defaulted contract prices; provided, however, that the contractor shall continue the performance of this contract to the extent not terminated under the provisions of this clause. Failure of the contractor to deliver materials or services within the time stipulated on its proposal, unless extended in writing by the Procurement Services Director, shall constitute contract default.

XVIII. Disputes
Except as otherwise provided in the contract documents, any dispute concerning a question of fact arising under the contract which is not disposed of shall be decided after a hearing by the Procurement Services Director who shall reduce his/her decision to writing and mail or otherwise furnish a copy thereof to the contractor. The decision of the Procurement Services Director shall be final and binding.

XIX. Substitutions
Proposers offering and quoting on substitutions or who are deviating from the attached specifications shall list such deviations on a separate sheet to be submitted with their proposal. The absence of such a substitution list shall indicate that the proposer has taken no exception to the specifications contained therein.

XX. Ineligible Proposers
The County may choose not to accept the proposal of one who is in default on the payment of taxes, licenses or other monies owed to the County. Failure to respond three (3) consecutive times for any given commodity may result in removal from the list under that commodity.

XXI. General Information
Sealed proposals, with original signatures, will be accepted by the County Procurement Services Department at the time, place, and date specified. One (1) original, one (1) copy and five (5) flash drives of the proposal must be submitted, complete with a cover letter signed by an official within the organization who has authority over project negotiation.

These proposals must be in accordance with the purposes, conditions, and instructions provided in this RFP. The Cobb County Board of Commissioners assumes no responsibility for proposals received after the submission time, whether due to mail delays or any other reason. Proposals received after the submission time will be filed unopened and considered non-responsive.

As previously stated under IV, unsigned proposals will not be considered. 2277
17 Cobb County reserves the right to retain all proposals submitted, and to use any idea in any proposal regardless of whether that proposal is selected. All work performed by the successful respondent shall be performed in compliance with the Americans with Disabilities Act.

XXII. Uniformity of Proposal
To facilitate comparative analysis and evaluation of proposals it is desired that a uniform format be employed in structuring each proposal. The respondent’s degree of compliance with the requirements of the RFP will be a factor in the subsequent point-based evaluation of the proposal. Proposals with major deviations or omissions may not be considered for detailed study. Proposals will become part of the contract with Cobb County should they be selected under the RFP.

XXIII. Request Additional Information
Inquiries that must be answered in regards to the Proposal procedures or technical matters must be submitted in writing via U.S. Mail or facsimile or email to:

Cobb County Procurement Services
122 Waddell Street NE
Marietta, GA 30060
Fax: (770) 528-8428
Email: Procurement [email protected]
Cobb County will not orally or telephonically address any question or clarification regarding specifications or procedures. Cobb County is not bound by any oral representations, clarifications, or changes made to the written specification by County employees, unless such clarification or change is provided to the respondent in written addendum from Cobb County.

XXIV. Firm Prices
Prices quoted by proposal shall be firm and best prices. Prices quoted must be valid for a minimum of 180 days from the date of bid opening.

XXV. Proposal/Presentation Costs
The cost for developing a proposal will be borne by the respondent. Cobb County is not liable for any costs incurred by the respondent in preparation and/or presentation of proposals in response to this RFP or for travel and other costs related to this RFP.

XXVI. Proposal Format
Presentation of the relevant information is at the discretion of the respondent; however, the proposal must address all items identified in Section Titled, Proposal Requirements. To assist in the evaluation of proposals resulting from the RFP, it is recommended that each proposal be written in a concise and forthright manner and that unnecessary marketing statement and materials be avoided.

XXVII. Indemnification
By submitting a Proposal, the Proposer hereby agrees to indemnify, defend and hold harmless the County, its departments, employees and the Board of Commissioners from and against any and all claims, demands, liabilities, losses, costs or expenses, including attorneys’ fees, due to liability to a third party or parties, for any loss due to bodily injury (including death), personal injury, and property damage, including but not limited to intellectual property claims, arising directly or indirectly from the submission of the Proposal hereunder, but only to the extent such claims are caused by the negligence, recklessness or intentionally wrongful conduct of the Proposer or its agents, employees, associates, subcontractors or others working at the direction of Proposer. This 2278
18 indemnification obligation survives beyond the submission date of the Proposal and the dissolution or, to the extent allowed by law, the bankruptcy of the Proposer.

XXVIII. Indemnification/Hold Harmless
The Contractor covenants and agrees to take and assume all responsibility for the Work rendered in connection with this Agreement. The Contractor shall bear all losses and damages directly or indirectly resulting to it on account of the performance or character of the Work rendered pursuant to this Agreement.

To the fullest extent permitted by law, the Contractor shall defend, indemnify and hold harmless the County and the County's elected and appointed officials, officers, boards, commissions, employees, representatives, consultants, servants, agents and volunteers (individually an “Indemnified Party” and collectively the “Indemnified Parties”) from and against any and all claims, suits, actions, judgments, injuries, damages, losses, expenses, and liability of any kind whatsoever, including but not limited to attorneys' fees and other legal expenses, (“Liabilities”) to the extent caused by or resulting from negligence, recklessness, or intentionally wrongful conduct arising out of the Work, performance of contracted services, or operations by Contractor, any subcontractor, anyone directly or indirectly employed by the Contractor or subcontractor or anyone for whose acts the Contractor or subcontractor may be liable, regardless of whether or not the negligent act or omission is caused in part by a party indemnified hereunder. This indemnity obligation does not include Liabilities caused by or resulting from the sole negligence of an Indemnified Party. Such obligation shall not be construed to negate, abridge or otherwise reduce other rights or obligations of indemnity which would otherwise exist as to the party or person described in this Section XXVII and Section XXVIII.

In any and all claims against an Indemnified Party or Indemnified Parties by an employee of the Contractor, its subcontractors, anyone directly or indirectly employed by them or anyone for whose acts they may be liable, the indemnification obligation under this Section XXVII and Section XXVIII shall not be limited by a limitation on amount or type of damages, compensation or benefits payable by or for the Contractor, or its subcontractors, under workers' or workmen's compensation acts, disability benefit acts or other employee benefit acts.

This obligation to indemnify, defend and hold harmless the Indemnified Party and Indemnified Parties shall survive the expiration or termination of this Agreement provided that the claims are based upon or arise out of acts or omissions that occurred during the performance of this Agreement.

XXIX. Confidentiality
Contractor acknowledges that it may receive confidential information of the County and that it will protect the confidentiality of any such confidential information and will require any of its subcontractors, contractors, and/or staff to likewise protect such confidential information. The Contractor agrees that confidential information it receives or such reports, information, opinions, or conclusions that Contractor creates under this Agreement shall not be made available to, or discussed with, any individual or organization, including the news media, without prior written approval of the County. Contractor shall exercise reasonable precautions to prevent the unauthorized disclosure and use of County information whether specifically deemed confidential or not.

Contractor acknowledges that the County’s disclosure of documentation is governed by Georgia’s Open Records Act, and Contractor further acknowledges that, if Contractor submits records containing trade secret information and if Contractor wishes to keep such records confidential, Contractor must submit and attach to such records an affidavit affirmatively declaring that specific information in the records constitutes trade secrets pursuant to Article 27 of Chapter 1 of Title 10, and the Parties shall follow the requirements of O.C.G.A. § 50-18-72(a)(34) related thereto. 2279
19 XXX. Local Vendor Presence (LVP) Program – Not Applicable XXXI. Proposal Evaluation
The Evaluation process will address current requirements and consider possible future operation and maintenance needs. Both objective and subjective rationale will be involved in the decision process.

1. Evaluation Responsibility
A selection committee will coordinate the review of all proposals and will submit a recommendation to the County Manager and Board of Commissioners.

2. Presentations
During the evaluation process, the members of the selection committee may require that responding firms conduct a presentation. If required, these presentations will be scheduled in advance and limited in time. Location of the presentations will be pre-arranged.

3. Evaluation Criteria
The County will use a specific set of criteria for the qualitative evaluation of competitive proposals. The structure of the evaluation will be to assign points to each response in a number of categories. A non-response to a specific category will result in no points being awarded for that category. Final rankings will be based on a combination of price (where applicable) and qualitative factors.

The evaluation by any Selection Committee will be based on the criteria listed on Page

8. All proposal requirements must be met, or capable of being met by the responding firm or the proposal will be disqualified as non-responsive. It is extremely important that project schedules are met. Only those firms or teams with the necessary resources and a commitment to complete all project work on schedule should submit a Proposal.

XXXII. Multi-Year Contract Provisions
The successful respondent will be required to enter into a contract containing the provisions as required by Georgia law pertaining to multi-year contracts. The following is a sample of the provision and will be adjusted as to the term or as to the length of the contract.

This contract shall terminate absolutely and without further obligation on the part of Cobb County at the close of the calendar year in which it was executed, and at the close of each succeeding calendar year for which it may be renewed as provided in O.C.G.A. § 36-60-13. The contract shall automatically renew for each of the remaining calendar years provided for in the contract, unless positive action is taken by Cobb County to terminate such contract, and the nature of such action shall be written notice provided to the consulting firm within sixty (60) days before the end of the initial year of the contract or each succeeding remaining calendar year.

This contract shall terminate immediately and absolutely at such time as appropriated and otherwise unobligated funds are no longer available to satisfy the obligations of Cobb County under this contract. 2280
20 XXXIII. Termination for Convenience
The successful Proposer will be required to enter into a contract containing a provision for termination of the contract for the County’s convenience. The following is a sample of the provision.

The County, by written notice, may terminate this contract, in whole or in part, when it is in the County’s interest. If this contract is terminated, the County shall be liable only for goods or services delivered or accepted. The County Notice of Termination may provide the contractor thirty (30) days prior notice before it becomes effective. However, at the County’s sole option a termination of convenience may be effective immediately and may apply to delivery orders (if applicable) or to the contract in whole.

XXXIV. Proposal Requirements
The respondents must demonstrate competence and experience in the area of expertise outlined in this Request for Proposal.

If required, respondents must demonstrate competence and experience in public speaking and graphic presentations for the purpose of conveying project information to large and diverse community groups.

Respondents should also be able to demonstrate the ability to build consensus among public and private interest groups related to this project.

XXXV. Cover Letter/Executive Summary
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.

XXXVI. Project Team
Respondents shall provide an organizational chart for the proposed project team, as well as the relevant background and experience for every proposed team member.

XXXVII. Small and Minority Business Participation
Cobb County Government encourages the participation of all businesses in offering their products and services with the goal of fairly and competitively procuring those products and services at the most reasonable cost. To that end, the County seeks to foster minority and women-owned business, and small business, opportunities in the award and implementation of contracts. The County seeks to build a diverse, inclusive, and prosperous group of suppliers who can effectively compete in business while obtaining quality goods and services in a competitive, efficient and non-discriminatory manner.

XXXVIII. Special Terms and Conditions
Should these General Terms and Conditions be in conflict with any attached Special Terms and Conditions, the Special Terms and Conditions will control. 2281
21 XXXIX. Compliance with Georgia Security and Immigration Compliance Act

PROCEDURES & REQUIREMENTS
(Effective 09-20-2013 - Supersedes All Previous Versions)

BACKGROUND
Pursuant to the “Georgia Security and Immigration Compliance Act,” Cobb County cannot enter into a contract for the physical performance of services unless the contractor registers and participates in the federal work authorization program to verify information of all newly hired employees or subcontractors. Neither may any contractor or subcontractor enter a contract with the county in connection with the physical performance of services unless the contractor and/or subcontractor registers and participates in the federal work authorization program to verify information of all new employees. O.C.G.A. § 13-10-91.

Before any bid for the physical performance of services is considered, the bid must include a signed, notarized affidavit from the contractor attesting to the following: (1) the affiant has registered with and is authorized to use the federal work authorization program; (2) the user ID number and date of authorization for the affiant; and (3) the affiant is using and will continue to use the federal work authorization program throughout the contract period. O.C.G.A. § 13-10-91 (b) (1). Affidavits shall be maintained for five years from the date of receipt. O.C.G.A. § 13-10-91 (b) (1).

Upon contracting with a new subcontractor, a contractor or subcontractor shall, as a condition of the contract or subcontract, provide Cobb County with notice of the identity of any and all subsequent subcontractors hired or contracted by that contractor or subcontractor within five (5) business days of entering into a contract or agreement for hire with any subcontractor. Such notice shall include an affidavit including the subcontractor’s name, address, user ID number, and date of authorization to use the federal work authorization program. O.C.G.A. § 13-10-91 (b) (3).

Based upon the County’s experience and desire for full compliance, no work may be commenced by any subsequent subcontractor prior to notice being received by the County that the subcontractor (regardless of tier) is in compliance with the law and the attached Procedures & Requirements, including the preparation and submission of the Contractor (or Subcontractor) Affidavit & Agreement AND the Immigration Compliance Certificate PRIOR to the commencement of any work.

DEFINITIONS
Affidavit – a written statement made or taken under oath before an officer of the court or a notary public or other person who duly has been authorized so to act.

Affiant – the person who makes and subscribes to a statement made under oath (affidavit).

Physical Performance of Services – any performance of labor or services for a public employer using a bidding process or by contract wherein the labor or services exceed $2,499.99. 2282
22 PROCEDURES & REQUIREMENTS

1. Bid Documents: Bid documents should contain information regarding the contract language and contractual requirements described below.

2. Responsive Bid Documents: Responsive bid documents MUST INCLUDE a signed, notarized affidavit from the contractor in the form attached as EXHIBIT A (CONTRACTOR AFFIDAVIT & AGREEMENT). If the affidavit is not submitted at the time of the bid, the applicant will be disqualified.

This Affidavit Must Be Signed, Notarized And Submitted With Any Bid Requiring The Performance Of Physical Services. If The Affidavit Is Not Submitted At The Time Of The Bid, The Bid Will Be Determined To Be Non-Responsive And Will Be Disqualified.

3. Contract Language & Contractual Requirements: Affirmative language shall be contained in agreements for the performance of services to cover all statutory and County requirements; such language shall require:
(a) That affidavits in the form attached to these “Procedures & Requirements” be executed from a contractor (and any subcontractors, regardless of tier) and notarized, showing compliance with the requirements of O.C.G.A. § 13-10-91 and that such be made part of the contract and/or subcontracts; (b) That the contractor (and any subcontractors, regardless of tier) fully comply with the requirements for completing and submitting the “Immigration Compliance Certification” and that such certification be received by the County prior to the commencement of any work under the contract or subcontract;
(c) That the contractor (or any subcontractor, regardless of tier) notify the County within five (5) business days of entering into a contract or other agreement for hire with any subcontractor(s), regardless of tier;
(d) That the contractor be responsible for obtaining and providing to the County the “Subcontractor Affidavit & Agreement” and “Immigration Compliance Certification” attached to and required under these “Procedures & Requirements” from each subcontractor, regardless of tier, employed or retained for work under the contract prior to the commencement of any work under the contract or any subcontract;
(e) That Cobb County, Georgia, reserves the right to dismiss, or require the dismissal of, any contractor or subcontractor for failing to provide the required affidavit or certification and/or for failure to comply with the statutory requirements of O.C.G.A. § 13-10-91 and/or for providing false or misleading information upon the required affidavit(s) or certification(s); (f) That any contractor and/or subcontractor retaining any other subcontractor to perform services under the contract provide legal notice to any subcontractor of the requirements of Cobb County for immigration compliance and further provide notice that Cobb County, Georgia, reserves the right to dismiss, or require the dismissal of, any contractor or subcontractor for failing to provide the required affidavit or certification and/or for failure to comply with the statutory requirements of O.C.G.A. § 13- 10-91 and/or for providing false or misleading information upon the required affidavit(s) or certification(s);
(g) That failure to comply with any of the requirements and procedures of the County (i.e., failure to timely supply required affidavits or compliance certification documents; failure to utilize federal work authorization procedures; failure to permit or facilitate audits or reviews of records by County or State 2283
23 officials upon request; and/or failure to continue to meet any of the statutory or County obligations during the life of the contract) shall constitute a material breach of the agreement and shall entitle the County to dismiss any general contractor or to require the dismissal of any subcontractor or sub/subcontractor (irrespective of tier) for failing to fully comply with these requirements; (h) That upon notice of a material breach of these provisions, the contractor (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, the 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.

4. Immigration Compliance Certification: Prior to commencing work under any contract for the physical performance of services, the contractor shall complete the “IMMIGRATION COMPLIANCE CERTIFICATION” form attached to these “Procedures & Requirements” and submit the same to the County.

Prior to allowing any other subcontractor to perform work under the contract, the contractor shall obtain a completed “IMMIGRATION COMPLIANCE CERTIFICATION” from each subcontractor (regardless of tier) and submit the same to the County.

FORM ATTACHMENTS:

1. CONTRACTOR AFFIDAVIT & AGREEMENT (EXHIBIT A);

2. SUBCONTRACTOR AFFIDAVIT & AGREEMENT (EXHIBIT A-1);

3. IMMIGRATION COMPLIANCE CERTIFICATION (EXHIBIT A-2).
2284
24 CONTRACTOR AFFIDAVIT & AGREEMENT
(EXHIBIT A)
This affidavit must be signed, notarized and submitted with any bid requiring the performance of physical services. If the affidavit is not submitted at the time of the bid, the bid will be determined non-responsive and will be disqualified.

By executing this affidavit, the undersigned contractor verifies 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 contractor or subcontractor will:
(1) Notify the 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 Subcontractor Affidavit (EXHIBIT A-1) prior to the commencement of any work under the contract/agreement;
(3) Secure from any subcontractor(s) and/or their subcontractor(s) a completed Immigration Compliance Certification (EXHIBIT A-2) 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 Contractor Business Name [Contractor Name]
___________________________________ ________________________________ Printed Name Date

SWORN AND SUBSCRIBED BEFORE ME
ON THIS THE ____ DAY OF ____________, 202_
_______________________________________
Notary Public Commission Expires: _______
Effective 09-20-2013
2285
25 SUBCONTRACTOR AFFIDAVIT & AGREEMENT
(EXHIBIT A-1)
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 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 undersigned subcontractor will:
(1) Notify the 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 this Subcontractor Affidavit form (EXHIBIT A-1) prior to the commencement of any work under the contract/agreement;
(3) Secure from any subcontractor(s) and/or their subcontractor(s) a completed Immigration Compliance Certification (EXHIBIT A-2) 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_
____________________________________________________
Notary Public Commission Expires: ______
Effective 09-20-2013
2286
26 IMMIGRATION COMPLIANCE CERTIFICATION
(Required to be completed by Contractors and all Subcontractors) (EXHIBIT A-2)
I certify to the Cobb County Board of Commissioners that the following employees will be assigned to:
____________________________________________________________________________ (Project Name/Description)
_____________________ _______________________ ________________________ _____________________ _______________________ ________________________ _____________________ _______________________ ________________________ I further certify to Cobb County, Georgia the following:
● The E-Verify program was used to verify the employment eligibility of each of the abovelisted employees hired after the effective date of our contract to use the program; ● We have not received a Final Nonconfirmation response from E-Verify for any of the employees listed.
● 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. ● 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.
● 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.
● 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_
Notary Public
Commission Expires: ______
Effective 09-20-2013
2287
27 ATTACHMENT A
Requirements for National Cooperative Contract To Be Administered by OMNIA Partners The following documents are used in evaluating and administering national cooperative contracts and are included for Supplier’s review and response.

Exhibit A – Response for National Cooperative Contract
Exhibit B – Administration Agreement, Example
Exhibit C – Master Intergovernmental Cooperative Purchasing Agreement, Example Exhibit D – Principal Procurement Agency Certificate, Example Exhibit E – Contract Sales Reporting Template
Exhibit F – Federal Funds Certifications
Exhibit G – New Jersey Business Compliance
Exhibit H – Advertising Compliance Requirement
2288
28 Exhibit A
Response for National Cooperative Contract

1.0 Scope of National Cooperative Contract
Capitalized terms not otherwise defined herein shall have the meanings given to them in the Master Agreement or in the Administration Agreement between Supplier and OMNIA Partners.

1.1 Requirement
Cobb County, GA (hereinafter defined and referred to as “Principal Procurement Agency”), on behalf of itself and OMNIA Partners, Public Sector, Inc., a Delaware corporation (“OMNIA Partners”), is requesting proposals for Human Resource Information Systems and Related Products and Services. The intent of this Request for Proposal is any contract between Principal Procurement Agency and Supplier resulting from this Request for Proposal (“Master Agreement”) be made available to other public agencies nationally, including state and local governmental entities, public and private primary, secondary and higher education entities, non-profit entities, and agencies for the public benefit (“Public Agencies”), through OMNIA Partners’ cooperative purchasing program. The Principal Procurement Agency has executed a Principal Procurement Agency Certificate with OMNIA Partners, an example of which is included as Exhibit D, and has agreed to pursue the Master Agreement. Use of the Master Agreement by any Public Agency is preceded by their registration with OMNIA Partners as a Participating Public Agency in OMNIA Partners’ cooperative purchasing program. Registration with OMNIA Partners as a Participating Public Agency is accomplished by Public Agencies entering into a Master Intergovernmental Cooperative Purchasing Agreement, an example of which is attached as Exhibit C, and by using the Master Agreement, any such Participating Public Agency agrees that it is registered with OMNIA Partners, whether pursuant to the terms of the Master Intergovernmental Purchasing Cooperative Agreement or as otherwise agreed to. The terms and pricing established in the resulting Master Agreement between the Supplier and the Principal Procurement Agency will be the same as that available to Participating Public Agencies through OMNIA Partners.

All transactions, purchase orders, invoices, payments etc., will occur directly between the Supplier and each Participating Public Agency individually, and neither OMNIA Partners, any Principal Procurement Agency nor any Participating Public Agency, including their respective agents, directors, employees or representatives, shall be liable to Supplier for any acts, liabilities, damages, etc., incurred by any other Participating Public Agency. Supplier is responsible for knowing the tax laws in each state.

This Exhibit A defines the expectations for qualifying Suppliers based on OMNIA Partners’ requirements to market the resulting Master Agreement nationally to Public Agencies. Each section in this Exhibit A refers to the capabilities, requirements, obligations, and prohibitions of competing Suppliers on a national level in order to serve Participating Public Agencies through OMNIA Partners. 2289
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
2290
30 The OMNIA Partners contracting teams will work in conjunction with Supplier to promote the Master Agreement to both existing Participating Public Agencies and prospective Public Agencies through:

A. Serving as the subject matter expert for questions regarding joint powers authority and state statutes and regulations for cooperative purchasing B. Training sessions for Public Agency teams
C. Training sessions for Supplier teams
D. Regular business reviews to monitor program success
E. General contract administration
Suppliers are required to pay an Administrative Fee of 3% of the greater of the Contract Sales under the Master Agreement and Guaranteed Contract Sales under this Request for Proposal. Supplier will be required to execute the OMNIA Partners Administration Agreement (Exhibit B). At Supplier’s option, Suppliers may pay additional fees beyond administrative fees, such as technology fees, to OMNIA Partners and/or a third party for additional support and/or access to OMNIA Partners’ technology platform.

1.3 Estimated Volume
The dollar volume purchased under the Master Agreement is estimated to be approximately $200 million annually. While no minimum volume is guaranteed to Supplier, the estimated annual volume is projected based on the current annual volumes among the Principal Procurement Agency, other Participating Public Agencies that are anticipated to utilize the resulting Master Agreement to be made available to them through OMNIA Partners, and volume growth into other Public Agencies through a coordinated marketing approach between Supplier and OMNIA Partners.

1.4 Award Basis
The basis of any contract award resulting from this RFP made by Principal Procurement Agency will, at OMNIA Partners’ option, be the basis of award on a national level through OMNIA Partners. If multiple Suppliers are awarded by Principal Procurement Agency under the Master Agreement, those same Suppliers will be required to extend the Master Agreement to Participating Public Agencies through OMNIA Partners. Utilization of the Master Agreement by Participating Public Agencies will be at the discretion of the individual Participating Public Agency.

Certain terms of the Master Agreement specifically applicable to the Principal Procurement Agency (e.g., governing law) are subject to modification for each Participating Public Agency as Supplier and such Participating Public Agency may agree without being in conflict with the Master Agreement as a condition of the Participating Agency’s purchase and not a modification of the Master Agreement applicable to all Participating Agencies. Participating Agencies may request to enter into a separate supplemental agreement to further define the level of service requirements over and above the minimum defined in the Master Agreement (e.g., 2291
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 the additional cost incurred by the Supplier. 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 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 2292
32 Agreement is 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 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 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. 2293
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 2294
34 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 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.

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:
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 2295
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 the term of the Master Agreement
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 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
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.

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.

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 2296
36 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
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 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
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.

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

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.

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.

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.
2297
37 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.

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 OMNIA Partners).
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.
2298
38 Exhibit B
Administration Agreement, Example

ADMINISTRATION AGREEMENT
THIS ADMINISTRATION AGREEMENT (this “Agreement”) is made this ___ day of ______ 20__, between OMNIA Partners, Public Sector, Inc., a Delaware corporation (“OMNIA Partners”), and ________________ (“Supplier”).

RECITALS
WHEREAS, the ___________________ (the “Principal Procurement Agency”) has entered into a Master Agreement effective _________________, Agreement No_______, by and between the Principal Procurement Agency and Supplier, (as may be amended from time to time in accordance with the terms thereof, the “Master Agreement”), as attached hereto as Exhibit A and incorporated herein by reference as though fully set forth herein, for the purchase of ____________________________ (the “Product”);
WHEREAS, said Master Agreement provides that any or all public agencies, including state and local governmental entities, public and private primary, secondary and higher education entities, non-profit entities, and agencies for the public benefit (collectively, “Public Agencies”), that register (either via registration on the OMNIA Partners website or execution of a Master Intergovernmental Cooperative Purchasing Agreement, attached hereto as Exhibit B) (each, hereinafter referred to as a “Participating Public Agency”) may purchase Product at prices stated in the Master Agreement; WHEREAS, Participating Public Agencies may access the Master Agreement which is offered through OMNIA Partners to Public Agencies;
WHEREAS, OMNIA Partners serves as the cooperative contract administrator of the Master Agreement on behalf of Principal Procurement Agency;
WHEREAS, Principal Procurement Agency desires OMNIA Partners to proceed with administration of the Master Agreement; and
WHEREAS, OMNIA Partners and Supplier desire to enter into this Agreement to make available the Master Agreement to Participating Public Agencies and to set forth certain terms and conditions governing the relationship between OMNIA Partners and Supplier.

NOW, THEREFORE, in consideration of the payments to be made hereunder and the mutual covenants contained in this Agreement, OMNIA Partners and Supplier hereby agree as follows:

DEFINITIONS

1. Capitalized terms used in this Agreement and not otherwise defined herein shall have the meanings given to them in the Master Agreement.
2299
39 TERMS AND CONDITIONS

2. The Master Agreement and the terms and conditions contained therein shall apply to this Agreement except as expressly changed or modified by this Agreement. Supplier acknowledges and agrees that the covenants and agreements of Supplier set forth in the solicitation and Supplier’s response thereto resulting in the Master Agreement are incorporated herein and are an integral part hereof.

3. OMNIA Partners shall be afforded all of the rights, privileges and indemnifications afforded to Principal Procurement Agency by or from Supplier under the Master Agreement, and such rights, privileges and indemnifications shall accrue and apply with equal effect to OMNIA Partners, its agents, employees, directors, and representatives under this Agreement including, but not limited to, Supplier’s obligation to obtain appropriate insurance.

4. OMNIA Partners shall perform all of its duties, responsibilities and obligations as the cooperative contract administrator of the Master Agreement on behalf of Principal Procurement Agency as set forth herein, and Supplier hereby acknowledges and agrees that all duties, responsibilities and obligations will be undertaken by OMNIA Partners solely in its capacity as the cooperative contract administrator under the Master Agreement.

5. With respect to any purchases by Principal Procurement Agency or any Participating Public Agency pursuant to the Master Agreement, OMNIA Partners shall not be: (i) construed as a dealer, re-marketer, representative, partner or agent of any type of the Supplier, Principal Procurement Agency or any Participating Public Agency; (ii) obligated, liable or responsible for any order for Product made by Principal Procurement Agency or any Participating Public Agency or any employee thereof under the Master Agreement or for any payment required to be made with respect to such order for Product; and (iii) obligated, liable or responsible for any failure by Principal Procurement Agency or any Participating Public Agency to comply with procedures or requirements of applicable law or the Master Agreement or to obtain the due authorization and approval necessary to purchase under the Master Agreement. OMNIA Partners makes no representation or guaranty with respect to any minimum purchases by Principal Procurement Agency or any Participating Public Agency or any employee thereof under this Agreement or the Master Agreement.

6. OMNIA Partners shall not be responsible for Supplier’s performance under the Master Agreement, and Supplier shall hold OMNIA Partners harmless from any liability that may arise from the acts or omissions of Supplier in connection with the Master Agreement.

7. Supplier acknowledges that, in connection with its access to OMNIA Partners confidential information and/or supply of data to OMNIA Partners, when applicable, it has complied with and shall continue to comply with all laws, regulations and standards that may apply to Supplier, including, without limitation: (a) United States federal and state information security and privacy statutes, regulations and/or best practices, including, without limitation, the Gramm-Leach-Bliley Act, the Massachusetts Data Security Regulations (201 C.M.R. 17.00 et. seq.), the Nevada encryption statute (N.R.S. § 603A), the California data security law (Cal. Civil Code § 1798.80 et. seq.) and California Consumer Privacy Act (Cal. Civil Code § 1798.100 et. seq.); and (b) applicable industry and regulatory standards and best practices (collectively, “Data Regulations”).

With regard to Personal Information that Supplier collects, receives, or otherwise processes under the Agreement or otherwise in connection with performance of the Agreement, Supplier agrees that it will not: (i) sell, rent, release, disclose, disseminate, make available, transfer, or otherwise 2300
40 communicate orally, in writing, or by electronic or other means, such Personal Information to another business or third party for monetary or other valuable consideration; or (ii) retain, use, or disclose such Personal Information outside of the direct business relationship between Supplier and OMNIA Partners or for any purpose other than for the specific purpose of performance of the Agreement, including retaining, using, or disclosing such Personal Information for a commercial purpose other than for performance of the Agreement. By entering into the Agreement, Supplier certifies that it understands the specific restrictions contained in this Section 7 and will comply with them. For purposes hereof, “Personal Information” means information that identifies, relates to, describes, is reasonably capable of being associated with, or could reasonably be linked, directly or indirectly, with a particular consumer or household, and includes the specific elements of “personal information” as defined under Data Regulations, as defined herein. Supplier will reasonably assist OMNIA Partners in timely responding to any third party “request to know” or “request to delete” (as defined pursuant to Data Regulations) and will promptly provide OMNIA Partners with information reasonably necessary for OMNIA Partners to respond to such requests. Where Supplier collects Personal Information directly from Public Agencies or others on OMNIA Partners’ behalf, Supplier will maintain records and the means necessary to enable OMNIA Partners to respond to such requests to know and requests to delete.

8. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, OMNIA

PARTNERS EXPRESSLY DISCLAIMS ALL EXPRESS OR IMPLIED REPRESENTATIONS AND WARRANTIES REGARDING OMNIA PARTNERS’ PERFORMANCE AS A COOPERATIVE CONTRACT ADMINISTRATOR OF THE MASTER AGREEMENT. OMNIA

PARTNERS SHALL NOT BE LIABLE IN ANY WAY FOR ANY SPECIAL, INCIDENTAL,

INDIRECT, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, OR RELIANCE DAMAGES, EVEN IF OMNIA PARTNERS IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TERM OF AGREEMENT; TERMINATION

9. This Agreement shall be in effect so long as the Master Agreement remains in effect, provided, however, that the provisions of Sections 3-8 and 11-22, hereof and the indemnifications afforded by the Supplier to OMNIA Partners in the Master Agreement, to the extent such provisions survive any expiration or termination of the Master Agreement, shall survive the expiration or termination of this Agreement.

NATIONAL PROMOTION

10. OMNIA Partners and Supplier shall publicize and promote the availability of the Master Agreement’s products and services to Public Agencies and such agencies’ employees.

Supplier shall require each Public Agency to register its participation in the OMNIA Partners program by either registering on the OMNIA Partners website (www.omniapartners.com/publicsector) or executing a Master Intergovernmental Cooperative Purchasing Agreement prior to processing the Participating Public Agency’s first sales order. Upon request, Supplier shall make available to interested Public Agencies a copy of the Master Agreement and such price lists or quotes as may be necessary for such Public Agencies to evaluate potential purchases.

11. Supplier shall provide such marketing and administrative support as set forth in the solicitation resulting in the Master Agreement, including assisting in development of marketing materials as reasonably requested by Principal Procurement Agency and OMNIA Partners. Supplier shall be responsible for obtaining permission or license of use and payment of any license fees for all content and images Supplier provides to OMNIA Partners or posts on the OMNIA Partners website. 2301
41 Supplier shall indemnify, defend and hold harmless OMNIA Partners for use of all such content and images including copyright infringement claims. Supplier and OMNIA Partners each hereby grant to the other party a limited, revocable, non-transferable, non-sublicensable right to use such party’s logo (each, the “Logo”) solely for use in marketing the Master Agreement. Each party shall provide the other party with the standard terms of use of such party’s Logo, and such party shall comply with such terms in all material respects. Both parties shall obtain approval from the other party prior to use of such party’s Logo. Notwithstanding the foregoing, the parties understand and agree that except as provided herein neither party shall have any right, title or interest in the other party’s Logo. Upon termination of this Agreement, each party shall immediately cease use of the other party’s Logo.

ADMINISTRATIVE FEE, REPORTING & PAYMENT

12. An “Administrative Fee” shall be defined and due to OMNIA Partners from Supplier in the amount of __ percent (__%) (“Administrative Fee Percentage”) multiplied by the total purchase amount paid to Supplier, less refunds and credits on returns, for the sale of products and/or services to Principal Procurement Agency and Participating Public Agencies pursuant to the Master Agreement (as amended from time to time and including any renewal thereof) (“Contract Sales”).

From time to time the parties may mutually agree in writing to a lower Administrative Fee Percentage for a specifically identified Participating Public Agency’s Contract Sales.

13. Supplier shall provide OMNIA Partners with an electronic accounting report monthly, in the format prescribed by OMNIA Partners, summarizing all Contract Sales for each calendar month. The Contract Sales reporting format is provided as Exhibit C (“Contract Sales Report”), attached hereto and incorporated herein by reference. Contract Sales Reports for each calendar month shall be provided by Supplier to OMNIA Partners by the 10th day of the following month. Failure to provide a Contract Sales Report within the time and manner specified herein shall constitute a material breach of this Agreement and if not cured within thirty (30) days of written notice to Supplier shall be deemed a cause for termination of the Master Agreement, at Principal Procurement Agency’s sole discretion, and/or this Agreement, at OMNIA Partners’ sole discretion.

14. Administrative Fee payments are to be paid by Supplier to OMNIA Partners at the frequency and on the due date stated in Section 13, above, for Supplier’s submission of corresponding Contract Sales Reports. Administrative Fee payments are to be made via Automated Clearing House (ACH) to the OMNIA Partners designated financial institution identified in Exhibit D. Failure to provide a payment of the Administrative Fee within the time and manner specified herein shall constitute a material breach of this Agreement and if not cured within thirty (30) days of written notice to Supplier shall be deemed a cause for termination of the Master Agreement, at Principal Procurement Agency’s sole discretion, and/or this Agreement, at OMNIA Partners’ sole discretion.

All Administrative Fees not paid when due shall bear interest at a rate equal to the lesser of one and one-half percent (1 1/2%) per month or the maximum rate permitted by law until paid in full.

15. Supplier shall maintain an accounting of all purchases made by Participating Public Agencies under the Master Agreement. OMNIA Partners, or its designee, in OMNIA Partners’ sole discretion, reserves the right to compare Participating Public Agency records with Contract Sales Reports submitted by Supplier for a period of four (4) years from the date OMNIA Partners receives such report. In addition, OMNIA Partners may engage a third party to conduct an independent audit of Supplier’s monthly reports. In the event of such an audit, Supplier shall provide all materials reasonably requested relating to such audit by OMNIA Partners at the location designated by OMNIA Partners. In the event an underreporting of Contract Sales and a resulting material underpayment of Administrative Fees is revealed, OMNIA Partners will notify the Supplier in writing. Supplier will 2302
42 have thirty (30) days from the date of such notice to resolve the discrepancy to OMNIA Partners’ reasonable satisfaction, including payment of any Administrative Fees due and owing, together with interest thereon in accordance with Section 13, and reimbursement of OMNIA Partners’ costs and expenses related to such audit.

GENERAL PROVISIONS

16. This Agreement, the Master Agreement and the exhibits referenced herein supersede any and all other agreements, either oral or in writing, between the parties hereto with respect to the subject matter hereto and no other agreement, statement, or promise relating to the subject matter of this Agreement which is not contained or incorporated herein shall be valid or binding. In the event of any conflict between the provisions of this Agreement and the Master Agreement, as between OMNIA Partners and Supplier, the provisions of this Agreement shall prevail.

17. If any action at law or in equity is brought to enforce or interpret the provisions of this Agreement or to recover any Administrative Fee and accrued interest, the prevailing party shall be entitled to reasonable attorney’s fees and costs in addition to any other relief to which it may be entitled.

18. This Agreement and OMNIA Partners’ rights and obligations hereunder may be assigned at OMNIA Partners’ sole discretion to an affiliate of OMNIA Partners, any purchaser of any or all or substantially all of the assets of OMNIA Partners, or the successor entity as a result of a merger, reorganization, consolidation, conversion or change of control, whether by operation of law or otherwise. Supplier may not assign its obligations hereunder without the prior written consent of OMNIA Partners.

19. All written communications given hereunder shall be delivered by first-class mail, postage prepaid, or overnight delivery on receipt to the addresses as set forth below.

A. OMNIA Partners:

OMNIA Partners
5001 Aspen Grove
Franklin, TN 37067
Attention: Legal Department - Public Sector Contracting B. Supplier:
____________________
____________________
____________________
____________________

20. If any provision of this Agreement shall be deemed to be, or shall in fact be, illegal, inoperative or unenforceable, the same shall not affect any other provision or provisions herein contained or render the same invalid, inoperative or unenforceable to any extent whatever, and this Agreement will be construed by limiting or invalidating such provision to the minimum extent necessary to make such provision valid, legal and enforceable.

21. This Agreement may not be amended, changed, modified, or altered without the prior written consent of the parties hereto, and no provision of this Agreement may be discharged or 2303
43 waived, except by a writing signed by the parties. A waiver of any particular provision will not be deemed a waiver of any other provision, nor will a waiver given on one occasion be deemed to apply to any other occasion.

22. This Agreement shall inure to the benefit of and shall be binding upon OMNIA Partners, the Supplier and any respective successor and assign thereto; subject, however, to the limitations contained herein.

23. This Agreement will be construed under and governed by the laws of the State of Delaware, excluding its conflicts of law provisions and any action arising out of or related to this Agreement shall be commenced solely and exclusively in the state or federal courts in Williamson County Tennessee.

24. This Agreement may be executed in counterparts, each of which is an original but all of which, together, shall constitute but one and the same instrument. The exchange of copies of this Agreement and of signature pages by facsimile, or by .pdf or similar electronic transmission, will constitute effective execution and delivery of this Agreement as to the parties and may be used in lieu of the original Agreement for all purposes. Signatures of the parties transmitted by facsimile, or by .pdf or similar electronic transmission, will be deemed to be their original signatures for any purpose whatsoever. [INSERT SUPPLIER ENTITY NAME] OMNIA PARTNERS, PUBLIC
SECTOR, INC.

Signature Signature
Sarah Vavra
Name Name
Sr. Vice President, Public Sector
Contracting
Title Title
Date Date
2304
Exhibit C
Master Intergovernmental Cooperative Purchasing Agreement, Example

MASTER INTERGOVERNMENTAL COOPERATIVE PURCHASING AGREEMENT This Master Intergovernmental Cooperative Purchasing Agreement (this “Agreement”) is entered into by and between those certain government agencies that execute a Principal Procurement Agency Certificate (“Principal Procurement Agencies”) with OMNIA Partners, Public Sector, Inc., a Delaware corporation f/k/a National Intergovernmental Purchasing Alliance Company; Communities Program Management, LLC, a California limited liability company d/b/a U.S.

Communities, and/or NCPA LLC, a Texas limited liability company d/b/a National Cooperative Purchasing Alliance (collectively, “OMNIA Partners”), in its capacity as the cooperative administrator, to be appended and made a part hereof and such other agencies (“Participating Public Agencies”), as defined in each Master Agreement (as defined below), who register to participate in the cooperative purchasing programs administered by OMNIA Partners and its affiliates and subsidiaries (collectively, the “OMNIA Partners Parties”) by either registering on the OMNIA Partners website (www.omniapartners.com/publicsector or any successor website), or by executing a copy of this Agreement.

RECITALS
WHEREAS, after a competitive solicitation and selection process by Principal Procurement Agencies, in compliance with their own policies, procedures, rules and regulations, a number of suppliers have entered into “Master Agreements” (herein so called) to provide a variety of goods, products and services (“Products”) to the applicable Principal Procurement Agency and the Participating Public Agencies;
WHEREAS, Master Agreements are made available by Principal Procurement Agencies through the OMNIA Partners Parties and provide that Participating Public Agencies may purchase Products on the same terms, conditions and pricing as the Principal Procurement Agency, subject to any applicable federal and/or local purchasing ordinances and the laws of the State of purchase; and WHEREAS, in addition to Master Agreements, the OMNIA Partners Parties may from time to time offer Participating Public Agencies the opportunity to acquire Products through other group purchasing agreements.

NOW, THEREFORE, in consideration of the mutual promises contained in this Agreement, and of the mutual benefits to result, the parties hereby agree as follows:

1. Each party will facilitate the cooperative procurement of Products.

2. The Participating Public Agencies shall procure Products in accordance with and subject to the relevant federal, state and local statutes, ordinances, rules and regulations that govern Participating Public Agency’s procurement practices. The Participating Public Agencies hereby acknowledge and agree that it is the intent of the parties that all provisions of this Agreement and that Principal Procurement Agencies’ participation in the program described herein comply with all applicable laws, including but not limited to the requirements of 42 C.F.R. § 1001.952(j), as may be amended from time to time. The Participating Public Agencies further acknowledge and agree that they are solely responsible for their compliance with all applicable “safe harbor” regulations, 2305
45 including but not limited to any and all obligations to fully and accurately report discounts and incentives.

3. The Participating Public Agency represents and warrants that the Participating Public Agency is not a hospital or other healthcare provider and is not purchasing Products on behalf of a hospital or healthcare provider; provided that the foregoing shall not prohibit Participating Public Agency from furnishing health care services so long as the furnishing of health care services is not in furtherance of a primary purpose of the Participating Public Agency.

4. The cooperative use of Master Agreements shall be in accordance with the terms and conditions of the Master Agreements, except as modification of those terms and conditions is otherwise required by applicable federal, state or local law, policies or procedures.

5. The Principal Procurement Agencies will make available, upon reasonable request, Master Agreement information which may assist in improving the procurement of Products by the Participating Public Agencies.

6. The Participating Public Agency agrees the OMNIA Partners Parties may provide access to group purchasing organization (“GPO”) agreements directly or indirectly by enrolling the Participating Public Agency in another GPO’s purchasing program, provided that the purchase of Products through the OMNIA Partners Parties or any other GPO shall be at the Participating Public Agency’s sole discretion.

7. The Participating Public Agencies (each a “Procuring Party”) that procure Products through any Master Agreement or GPO Product supply agreement (each a “GPO Contract”) will make timely payments to the distributor, manufacturer or other vendor (collectively, “Supplier”) for Products received in accordance with the terms and conditions of the Master Agreement or GPO Contract, as applicable. Payment for Products and inspections and acceptance of Products ordered by the Procuring Party shall be the exclusive obligation of such Procuring Party. Disputes between Procuring Party and any Supplier shall be resolved in accordance with the law and venue rules of the State of purchase unless otherwise agreed to by the Procuring Party and Supplier.

8. The Procuring Party shall not use this Agreement as a method for obtaining additional concessions or reduced prices for purchase of similar products or services outside of the Master Agreement. Master Agreements may be structured with not-to-exceed pricing, in which cases the Supplier may offer the Procuring Party and the Procuring Party may accept lower pricing or additional concessions for purchase of Products through a Master Agreement.

9. The Procuring Party shall be responsible for the ordering of Products under this Agreement. A non-procuring party shall not be liable in any fashion for any violation by a Procuring Party, and, to the extent permitted by applicable law, the Procuring Party shall hold non-procuring party harmless from any liability that may arise from the acts or omissions of the Procuring Party.

10. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE OMNIA

PARTNERS PARTIES EXPRESSLY DISCLAIM ALL EXPRESS OR IMPLIED

REPRESENTATIONS AND WARRANTIES REGARDING ANY PRODUCT, MASTER AGREEMENT AND GPO CONTRACT. THE OMNIA PARTNERS PARTIES SHALL NOT BE

LIABLE IN ANY WAY FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL,

EXEMPLARY, PUNITIVE, OR RELIANCE DAMAGES, EVEN IF THE OMNIA PARTNERS PARTIES ARE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, THE 2306
46 PROCURING PARTY ACKNOWLEDGES AND AGREES THAT THE OMNIA PARTNERS

PARTIES SHALL HAVE NO LIABILITY FOR ANY ACT OR OMISSION BY A SUPPLIER OR OTHER PARTY UNDER A MASTER AGREEMENT OR GPO CONTRACT.

11. This Agreement shall remain in effect until termination by either party giving thirty (30) days’ written notice to the other party. The provisions of Paragraphs 6 - 10 hereof shall survive any such termination.

12. This Agreement shall take effect upon (i) execution of the Principal Procurement Agency Certificate, or (ii) registration on the OMNIA Partners website or the execution of this Agreement by a Participating Public Agency, as applicable.

Participating Public Agency: OMNIA Partners, as the cooperative administrator on behalf of Principal
Procurement Agencies:

OMNIA PARTNERS, PUBLIC SECTOR,
INC.

Authorized Signature Signature
Sarah E. Vavra
Name Name
Sr. Vice President, Public Sector Contracting
Title and Agency Name Title
Date Date
2307
Exhibit D
Principal Procurement Agency Certificate, Example

PRINCIPAL PROCUREMENT AGENCY CERTIFICATE
In its capacity as a Principal Procurement Agency (as defined below) for OMNIA Partners, Public Sector, Inc., a Delaware corporation (“OMNIA Partners”), [PPA Name] agrees to pursue Master Agreements for Products as specified in the attached Exhibits to this Principal Procurement Agency Certificate.

I hereby acknowledge, in my capacity as _____________ of and on behalf of [PPA Name] (“Principal Procurement Agency”), that I have read and hereby agree to the general terms and conditions set forth in the attached Master Intergovernmental Cooperative Purchasing Agreement regulating the use of the Master Agreements and purchase of Products that from time to time are made available by Principal Procurement Agencies to Participating Public Agencies nationwide through OMNIA Partners.

I understand that the purchase of one or more Products under the provisions of the Master Intergovernmental Cooperative Purchasing Agreement is at the sole and complete discretion of the Participating Public Agency.

Authorized Signature, [PPA Name]________
Signature
Name
Title
Date
2308
Exhibit E
Contract Sales Reporting Template
Contract Sales Report submitted electronically in Microsoft Excel:
2309
49 Exhibit F
Federal Funds Certifications

FEDERAL CERTIFICATIONS
ADDENDUM FOR AGREEMENT FUNDED BY U.S. FEDERAL GRANT
TO WHOM IT MAY CONCERN:

Participating Agencies may elect to use federal funds to purchase under the Master Agreement. This form should be completed and returned.

DEFINITIONS
Contract means a legal instrument by which a non–Federal entity purchases property or services needed to carry out the project or program under a Federal award. The term as used in this part does not include a legal instrument, even if the non–Federal entity considers it a contract, when the substance of the transaction meets the definition of a Federal award or subaward Contractor means an entity that receives a contract as defined in Contract.

Cooperative agreement means a legal instrument of financial assistance between a Federal awarding agency or pass-through entity and a non–Federal entity that, consistent with 31 U.S.C. 6302–6305:
(a) Is used to enter into a relationship the principal purpose of which is to transfer anything of value from the Federal awarding agency or pass-through entity to the non–Federal entity to carry out a public purpose authorized by a law of the United States (see 31 U.S.C. 6101(3)); and not to acquire property or services for the Federal government or pass-through entity's direct benefit or use;
(b) Is distinguished from a grant in that it provides for substantial involvement between the Federal awarding agency or pass-through entity and the non–Federal entity in carrying out the activity contemplated by the Federal award. (c) The term does not include:
(1) A cooperative research and development agreement as defined in 15 U.S.C. 3710a; or (2) An agreement that provides only:
(i) Direct United States Government cash assistance to an individual; (ii) A subsidy;
(iii) A loan;
(iv) A loan guarantee; or
(v) Insurance.

Federal awarding agency means the Federal agency that provides a Federal award directly to a non–Federal entity Federal award has the meaning, depending on the context, in either paragraph (a) or (b) of this section:
(a)(1) The Federal financial assistance that a non–Federal entity receives directly from a Federal awarding agency or indirectly from a pass-through entity, as described in § 200.101 Applicability; or (2) The cost-reimbursement contract under the Federal Acquisition Regulations that a non–Federal entity receives directly from a Federal awarding agency or indirectly from a pass-through entity, as described in § 200.101 Applicability.
(b) The instrument setting forth the terms and conditions. The instrument is the grant agreement, cooperative agreement, other agreement for assistance covered in paragraph (b) of § 200.40 Federal financial assistance, or the cost-reimbursement contract awarded under the Federal Acquisition Regulations. (c) Federal award does not include other contracts that a Federal agency uses to buy goods or services from a contractor or a contract to operate Federal government owned, contractor operated facilities (GOCOs). (d) See also definitions of Federal financial assistance, grant agreement, and cooperative agreement. 2310
50 Non–Federal entity means a state, local government, Indian tribe, institution of higher education (IHE), or nonprofit organization that carries out a Federal award as a recipient or subrecipient.

Nonprofit organization means any corporation, trust, association, cooperative, or other organization, not including IHEs, that:
(a) Is operated primarily for scientific, educational, service, charitable, or similar purposes in the public interest; (b) Is not organized primarily for profit; and
(c) Uses net proceeds to maintain, improve, or expand the operations of the organization.

Obligations means, when used in connection with a non–Federal entity's utilization of funds under a Federal award, orders placed for property and services, contracts and subawards made, and similar transactions during a given period that require payment by the non–Federal entity during the same or a future period.

Pass-through entity means a non–Federal entity that provides a subaward to a subrecipient to carry out part of a Federal program.

Recipient means a non–Federal entity that receives a Federal award directly from a Federal awarding agency to carry out an activity under a Federal program. The term recipient does not include subrecipients.

Simplified acquisition threshold means the dollar amount below which a non–Federal entity may purchase property or services using small purchase methods. Non–Federal entities adopt small purchase procedures in order to expedite the purchase of items costing less than the simplified acquisition threshold. The simplified acquisition threshold is set by the Federal Acquisition Regulation at 48 CFR Subpart 2.1 (Definitions) and in accordance with 41 U.S.C. 1908. As of the publication of this part, the simplified acquisition threshold is $250,000, but this threshold is periodically adjusted for inflation. (Also see definition of § 200.67 Micro-purchase.)
Subaward means an award provided by a pass-through entity to a subrecipient for the subrecipient to carry out part of a Federal award received by the pass-through entity. It does not include payments to a contractor or payments to an individual that is a beneficiary of a Federal program. A subaward may be provided through any form of legal agreement, including an agreement that the pass-through entity considers a contract.

Subrecipient means a non–Federal entity that receives a subaward from a pass-through entity to carry out part of a Federal program; but does not include an individual that is a beneficiary of such program. A subrecipient may also be a recipient of other Federal awards directly from a Federal awarding agency.

Termination means the ending of a Federal award, in whole or in part at any time prior to the planned end of period of performance.

The following provisions may be required and apply when Participating Agency expends federal funds for any purchase resulting from this procurement process. Per FAR 52.204-24 and FAR 52.204-25, solicitations and resultant contracts shall contain the following provisions.

52.204-24 Representation Regarding Certain Telecommunications and Video Surveillance Services or Equipment (Oct 2020)
The Offeror shall not complete the representation at paragraph (d)(1) of this provision if the Offeror has represented that it "does not provide covered telecommunications equipment or services as a part of its offered products or services to the Government in the performance of any contract, subcontract, or other contractual instrument" in paragraph (c)(1) in the provision at 52.204-26, Covered Telecommunications Equipment or Services—Representation, or in paragraph (v)(2)(i) of the provision at 52.212-3, Offeror Representations and Certifications-Commercial Items. The Offeror shall not complete the representation in paragraph (d)(2) of this provision if the Offeror has represented that it "does not use covered telecommunications equipment or services, or any equipment, system, or service that uses covered telecommunications equipment or services" in paragraph (c)(2) of the provision at 52.204-26, or in paragraph (v)(2)(ii) of the provision at 52.212-3. 2311
51 (a) Definitions. As used in this provision—
Backhaul, covered telecommunications equipment or services, critical technology, interconnection arrangements, reasonable inquiry, roaming, and substantial or essential component have the meanings provided in the clause 52.204-25, Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services or Equipment. (b) Prohibition.
(1) Section 889(a)(1)(A) of the John S. McCain National Defense Authorization Act for Fiscal Year 2019 (Pub. L. 115-232) prohibits the head of an executive agency on or after August 13, 2019, from procuring or obtaining, or extending or renewing a contract to procure or obtain, any equipment, system, or service that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system. Nothing in the prohibition shall be construed to—
(i) Prohibit the head of an executive agency from procuring with an entity to provide a service that connects to the facilities of a third-party, such as backhaul, roaming, or interconnection arrangements; or (ii) Cover telecommunications equipment that cannot route or redirect user data traffic or cannot permit visibility into any user data or packets that such equipment transmits or otherwise handles. (2) Section 889(a)(1)(B) of the John S. McCain National Defense Authorization Act for Fiscal Year 2019 (Pub. L. 115- 232) prohibits the head of an executive agency on or after August 13, 2020, from entering into a contract or extending or renewing a contract with an entity that uses any equipment, system, or service that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system. This prohibition applies to the use of covered telecommunications equipment or services, regardless of whether that use is in performance of work under a Federal contract. Nothing in the prohibition shall be construed to— (i) Prohibit the head of an executive agency from procuring with an entity to provide a service that connects to the facilities of a third-party, such as backhaul, roaming, or interconnection arrangements; or (ii) Cover telecommunications equipment that cannot route or redirect user data traffic or cannot permit visibility into any user data or packets that such equipment transmits or otherwise handles. (c) Procedures. The Offeror shall review the list of excluded parties in the System for Award Management (SAM) (https://www.sam.gov) for entities excluded from receiving federal awards for "covered telecommunications equipment or services". (d) Representation. The Offeror represents that—
(1) It □ will, □ will not provide covered telecommunications equipment or services to the Government in the performance of any contract, subcontract or other contractual instrument resulting from this solicitation. The Offeror shall provide the additional disclosure information required at paragraph (e)(1) of this section if the Offeror responds "will" in paragraph (d)(1) of this section; and
(2) After conducting a reasonable inquiry, for purposes of this representation, the Offeror represents that— It □ does, □ does not use covered telecommunications equipment or services, or use any equipment, system, or service that uses covered telecommunications equipment or services. The Offeror shall provide the additional disclosure information required at paragraph (e)(2) of this section if the Offeror responds "does" in paragraph (d)(2) of this section. (e) Disclosures.
(1) Disclosure for the representation in paragraph (d)(1) of this provision. If the Offeror has responded "will" in the representation in paragraph (d)(1) of this provision, the Offeror shall provide the following information as part of the offer. (i) For covered equipment—
(A) The entity that produced the covered telecommunications equipment (include entity name, unique entity identifier, CAGE code, and whether the entity was the original equipment manufacturer (OEM) or a distributor, if known); (B) A description of all covered telecommunications equipment offered (include brand; model number, such as OEM number, manufacturer part number, or wholesaler number; and item description, as applicable); and (C) Explanation of the proposed use of covered telecommunications equipment and any factors relevant to determining if such use would be permissible under the prohibition in paragraph (b)(1) of this provision. (ii) For covered services—
(A) If the service is related to item maintenance: A description of all covered telecommunications services offered (include on the item being maintained: Brand; model number, such as OEM number, manufacturer part number, or wholesaler number; and item description, as applicable); or
2312
52 (B) If not associated with maintenance, the Product Service Code (PSC) of the service being provided; and explanation of the proposed use of covered telecommunications services and any factors relevant to determining if such use would be permissible under the prohibition in paragraph (b)(1) of this provision. (2) Disclosure for the representation in paragraph (d)(2) of this provision. If the Offeror has responded "does" in the representation in paragraph (d)(2) of this provision, the Offeror shall provide the following information as part of the offer:
(i) For covered equipment—
(A) The entity that produced the covered telecommunications equipment (include entity name, unique entity identifier, CAGE code, and whether the entity was the OEM or a distributor, if known); (B) A description of all covered telecommunications equipment offered (include brand; model number, such as OEM number, manufacturer part number, or wholesaler number; and item description, as applicable); and (C) Explanation of the proposed use of covered telecommunications equipment and any factors relevant to determining if such use would be permissible under the prohibition in paragraph (b)(2) of this provision. (ii) For covered services—
(A) If the service is related to item maintenance: A description of all covered telecommunications services offered (include on the item being maintained: Brand; model number, such as OEM number, manufacturer part number, or wholesaler number; and item description, as applicable); or
(B) If not associated with maintenance, the PSC of the service being provided; and explanation of the proposed use of covered telecommunications services and any factors relevant to determining if such use would be permissible under the prohibition in paragraph (b)(2) of this provision.

52.204-25 Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services or Equipment (Aug 2020).
(a) Definitions. As used in this clause—
Backhaul means intermediate links between the core network, or backbone network, and the small subnetworks at the edge of the network (e.g., connecting cell phones/towers to the core telephone network). Backhaul can be wireless (e.g., microwave) or wired (e.g., fiber optic, coaxial cable, Ethernet).

Covered foreign country means The People’s Republic of China.

Covered telecommunications equipment or services means– (1) Telecommunications equipment produced by Huawei Technologies Company or ZTE Corporation (or any subsidiary or affiliate of such entities);
(2) For the purpose of public safety, security of Government facilities, physical security surveillance of critical infrastructure, and other national security purposes, video surveillance and telecommunications equipment produced by Hytera Communications Corporation, Hangzhou Hikvision Digital Technology Company, or Dahua Technology Company (or any subsidiary or affiliate of such entities);
(3) Telecommunications or video surveillance services provided by such entities or using such equipment; or (4) Telecommunications or video surveillance equipment or services produced or provided by an entity that the Secretary of Defense, in consultation with the Director of National Intelligence or the Director of the Federal Bureau of Investigation, reasonably believes to be an entity owned or controlled by, or otherwise connected to, the government of a covered foreign country.

Critical technology means–
(1) Defense articles or defense services included on the United States Munitions List set forth in the International Traffic in Arms Regulations under subchapter M of chapter I of title 22, Code of Federal Regulations; (2) Items included on the Commerce Control List set forth in Supplement No. 1 to part 774 of the Export Administration Regulations under subchapter C of chapter VII of title 15, Code of Federal Regulations, and controlled- (i) Pursuant to multilateral regimes, including for reasons relating to national security, chemical and biological weapons proliferation, nuclear nonproliferation, or missile technology; or (ii) For reasons relating to regional stability or surreptitious listening; (3) Specially designed and prepared nuclear equipment, parts and components, materials, software, and technology covered by part 810 of title 10, Code of Federal Regulations (relating to assistance to foreign atomic energy activities); (4) Nuclear facilities, equipment, and material covered by part 110 of title 10, Code of Federal Regulations (relating to export and import of nuclear equipment and material);
2313
53 (5) Select agents and toxins covered by part 331 of title 7, Code of Federal Regulations, part 121 of title 9 of such Code, or part 73 of title 42 of such Code; or
(6) Emerging and foundational technologies controlled pursuant to section 1758 of the Export Control Reform Act of 2018 (50 U.S.C. 4817).

Interconnection arrangements means arrangements governing the physical connection of two or more networks to allow the use of another's network to hand off traffic where it is ultimately delivered (e.g., connection of a customer of telephone provider A to a customer of telephone company B) or sharing data and other information resources.

Reasonable inquiry means an inquiry designed to uncover any information in the entity's possession about the identity of the producer or provider of covered telecommunications equipment or services used by the entity that excludes the need to include an internal or third-party audit.

Roaming means cellular communications services (e.g., voice, video, data) received from a visited network when unable to connect to the facilities of the home network either because signal coverage is too weak or because traffic is too high.

Substantial or essential component means any component necessary for the proper function or performance of a piece of equipment, system, or service.
(b) Prohibition.
(1) Section 889(a)(1)(A) of the John S. McCain National Defense Authorization Act for Fiscal Year 2019 (Pub. L. 115-232) prohibits the head of an executive agency on or after August 13, 2019, from procuring or obtaining, or extending or renewing a contract to procure or obtain, any equipment, system, or service that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system. The Contractor is prohibited from providing to the Government any equipment, system, or service that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system, unless an exception at paragraph (c) of this clause applies or the covered telecommunication equipment or services are covered by a waiver described in FAR 4.2104.
(2) Section 889(a)(1)(B) of the John S. McCain National Defense Authorization Act for Fiscal Year 2019 (Pub. L. 115- 232) prohibits the head of an executive agency on or after August 13, 2020, from entering into a contract, or extending or renewing a contract, with an entity that uses any equipment, system, or service that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system, unless an exception at paragraph (c) of this clause applies or the covered telecommunication equipment or services are covered by a waiver described in FAR 4.2104. This prohibition applies to the use of covered telecommunications equipment or services, regardless of whether that use is in performance of work under a Federal contract. (c) Exceptions. This clause does not prohibit contractors from providing— (1) A service that connects to the facilities of a third-party, such as backhaul, roaming, or interconnection arrangements; or
(2) Telecommunications equipment that cannot route or redirect user data traffic or permit visibility into any user data or packets that such equipment transmits or otherwise handles. (d) Reporting requirement.
(1) In the event the Contractor identifies covered telecommunications equipment or services used as a substantial or essential component of any system, or as critical technology as part of any system, during contract performance, or the Contractor is notified of such by a subcontractor at any tier or by any other source, the Contractor shall report the information in paragraph (d)(2) of this clause to the Contracting Officer, unless elsewhere in this contract are established procedures for reporting the information; in the case of the Department of Defense, the Contractor shall report to the website at https://dibnet.dod.mil. For indefinite delivery contracts, the Contractor shall report to the Contracting Officer for the indefinite delivery contract and the Contracting Officer(s) for any affected order or, in the case of the Department of Defense, identify both the indefinite delivery contract and any affected orders in the report provided at https://dibnet.dod.mil. (2) The Contractor shall report the following information pursuant to paragraph (d)(1) of this clause (i) Within one business day from the date of such identification or notification: the contract number; the order number(s), if applicable; supplier name; supplier unique entity identifier (if known); supplier Commercial and Government Entity (CAGE) code (if known); brand; model number (original equipment manufacturer number, manufacturer part number, or wholesaler number); item description; and any readily available information about mitigation actions undertaken or recommended. 2314
54 (ii) Within 10 business days of submitting the information in paragraph (d)(2)(i) of this clause: any further available information about mitigation actions undertaken or recommended. In addition, the Contractor shall describe the efforts it undertook to prevent use or submission of covered telecommunications equipment or services, and any additional efforts that will be incorporated to prevent future use or submission of covered telecommunications equipment or services. (e) Subcontracts. The Contractor shall insert the substance of this clause, including this paragraph (e) and excluding paragraph (b)(2), in all subcontracts and other contractual instruments, including subcontracts for the acquisition of commercial items.

The following certifications and provisions may be required and apply when Participating Agency expends federal funds for any purchase resulting from this procurement process. Pursuant to 2 C.F.R. § 200.326, all contracts, including small purchases, awarded by the Participating Agency and the Participating Agency’s subcontractors shall contain the procurement provisions of Appendix II to Part 200, as applicable.

APPENDIX II TO 2 CFR PART 200
(A) Contracts for more than the simplified acquisition threshold currently set at $250,000, which is the inflation adjusted amount determined by the Civilian Agency Acquisition Council and the Defense Acquisition Regulations Council (Councils) as authorized by 41 U.S.C. 1908, must address administrative, contractual, or legal remedies in instances where contractors violate or breach contract terms, and provide for such sanctions and penalties as appropriate.

Pursuant to Federal Rule (A) above, when a Participating Agency expends federal funds, the Participating Agency reserves all rights and privileges under the applicable laws and regulations with respect to this procurement in the event of breach of contract by either party.

Does offeror agree? YES Initials of Authorized Representative of offeror
(B) Termination for cause and for convenience by the grantee or subgrantee including the manner by which it will be effected and the basis for settlement. (All contracts in excess of $10,000) Pursuant to Federal Rule (B) above, when a Participating Agency expends federal funds, the Participating Agency reserves the right to immediately terminate any agreement in excess of $10,000 resulting from this procurement process in the event of a breach or default of the agreement by Offeror as detailed in the terms of the contract.

Does offeror agree? YES Initials of Authorized Representative of offeror
(C) Equal Employment Opportunity. Except as otherwise provided under 41 CFR Part 60, all contracts that meet the definition of “federally assisted construction contract” in 41 CFR Part 60-1.3 must include the equal opportunity clause provided under 41 CFR 60-1.4(b), in accordance with Executive Order 11246, “Equal Employment Opportunity” (30 CFR 12319, 12935, 3 CFR Part, 1964-1965 Comp., p. 339), as amended by Executive Order 11375, “Amending Executive Order 11246 Relating to Equal Employment Opportunity,” and implementing regulations at 41 CFR part 60, “Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor.” Pursuant to Federal Rule (C) above, when a Participating Agency expends federal funds on any federally assisted construction contract, the equal opportunity clause is incorporated by reference herein.

Does offeror agree to abide by the above? YES Initials of Authorized Representative of offeror (D) Davis-Bacon Act, as amended (40 U.S.C. 3141-3148). When required by Federal program legislation, all prime construction contracts in excess of $2,000 awarded by non-Federal entities must include a provision for compliance with the Davis-Bacon Act (40 U.S.C. 3141-3144, and 3146-3148) as supplemented by Department of Labor regulations (29 CFR Part 5, “Labor Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted Construction”). In accordance with the statute, contractors must be required to pay wages to laborers and mechanics at a rate not less than the prevailing wages specified in a wage determination made by the Secretary of Labor. In 2315
55 addition, contractors must be required to pay wages not less than once a week. The non-Federal entity must place a copy of the current prevailing wage determination issued by the Department of Labor in each solicitation. The decision to award a contract or subcontract must be conditioned upon the acceptance of the wage determination. The non - Federal entity must report all suspected or reported violations to the Federal awarding agency. The contracts must also include a provision for compliance with the Copeland “Anti-Kickback” Act (40 U.S.C. 3145), as supplemented by Department of Labor regulations (29 CFR Part 3, “Contractors and Subcontractors on Public Building or Public Work Financed in Whole or in Part by Loans or Grants from the United States”). The Act provides that each contractor or subrecipient must be prohibited from inducing, by any means, any person employed in the construction, completion, or repair of public work, to give up any part of the compensation to which he or she is otherwise entitled. The non-Federal entity must report all suspected or reported violations to the Federal awarding agency.

Pursuant to Federal Rule (D) above, when a Participating Agency expends federal funds during the term of an award for all contracts and subgrants for construction or repair, offeror will be in compliance with all applicable Davis-Bacon Act provisions.

Does offeror agree? YES Initials of Authorized Representative of offeror (E) Contract Work Hours and Safety Standards Act (40 U.S.C. 3701-3708). Where applicable, all contracts awarded by the non-Federal entity in excess of $100,000 that involve the employment of mechanics or laborers must include a provision for compliance with 40 U.S.C. 3702 and 3704, as supplemented by Department of Labor regulations (29 CFR Part 5). Under 40 U.S.C. 3702 of the Act, each contractor must be required to compute the wages of every mechanic and laborer on the basis of a standard work week of 40 hours. Work in excess of the standard work week is permissible provided that the worker is compensated at a rate of not less than one and a half times the basic rate of pay for all hours worked in excess of 40 hours in the work week. The requirements of 40 U.S.C. 3704 are applicable to construction work and provide that no laborer or mechanic must be required to work in surroundings or under working conditions which are unsanitary, hazardous or dangerous. These requirements do not apply to the purchases of supplies or materials or articles ordinarily available on the open market, or contracts for transportation or transmission of intelligence.

Pursuant to Federal Rule (E) above, when a Participating Agency expends federal funds, offeror certifies that offeror will be in compliance with all applicable provisions of the Contract Work Hours and Safety Standards Act during the term of an award for all contracts by Participating Agency resulting from this procurement process.

Does offeror agree? YES Initials of Authorized Representative of offeror (F) Rights to Inventions Made Under a Contract or Agreement. If the Federal award meets the definition of “funding agreement” under 37 CFR §401.2 (a) and the recipient or subrecipient wishes to enter into a contract with a small business firm or nonprofit organization regarding the substitution of parties, assignment or performance of experimental, developmental, or research work under that “funding agreement,” the recipient or subrecipient must comply with the requirements of 37 CFR Part 401, “Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements,” and any implementing regulations issued by the awarding agency.

Pursuant to Federal Rule (F) above, when federal funds are expended by Participating Agency, the offeror certifies that during the term of an award for all contracts by Participating Agency resulting from this procurement process, the offeror agrees to comply with all applicable requirements as referenced in Federal Rule (F) above.

Does offeror agree? YES Initials of Authorized Representative of offeror (G) Clean Air Act (42 U.S.C. 7401-7671q.) and the Federal Water Pollution Control Act (33 U.S.C. 1251-1387), as amended—Contracts and subgrants of amounts in excess of $150,000 must contain a provision that requires the nonFederal award to agree to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act (42 U.S.C. 7401-7671q) and the Federal Water Pollution Control Act as amended (33 U.S.C. 1251- 1387). Violations must be reported to the Federal awarding agency and the Regional Office of the Environmental Protection Agency (EPA)
In the event Federal Transit Administration (FTA) or Department of Transportation (DOT) funding is used by Participating Public 2316
56 Agency, Offeror also agrees to include Clean Air and Clean Water requirements in each subcontract exceeding $100,000 financed in whole or in part with Federal assistance provided by FTA.

Pursuant to Federal Rule (G) above, when federal funds are expended by Participating Agency, the offeror certifies that during the term of an award for all contracts by Participating Agency member resulting from this procurement process, the offeror agrees to comply with all applicable requirements as referenced in Federal Rule (G) above.

Does offeror agree? YES Initials of Authorized Representative of offeror (H) Debarment and Suspension (Executive Orders 12549 and 12689)—A contract award (see 2 CFR 180.220) must not be made to parties listed on the government wide exclusions in the System for Award Management (SAM), in accordance with the Executive Office of the President Office of Management and Budget (OMB) guidelines at 2 CFR 180 that implement Executive Orders 12549 (3 CFR part 1986 Comp., p. 189) and 12689 (3 CFR part 1989 Comp., p. 235), “Debarment and Suspension.” SAM Exclusions contains the names of parties debarred, suspended, or otherwise excluded by agencies, as well as parties declared ineligible under statutory or regulatory authority other than Executive Order 12549.

Pursuant to Federal Rule (H) above, when federal funds are expended by Participating Agency, the offeror certifies that during the term of an award for all contracts by Participating Agency resulting from this procurement process, the offeror certifies that neither it nor its principals is presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation by any federal department or agency. If at any time during the term of an award the offeror or its principals becomes debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation by any federal department or agency, the offeror will notify the Participating Agency.

Does offeror agree? YES Initials of Authorized Representative of offeror (I) Byrd Anti-Lobbying Amendment (31 U.S.C. 1352)—Contractors that apply or bid for an award exceeding $100,000 must file the required certification. Each tier certifies to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any Federal contract, grant or any other award covered by 31 U.S.C. 1352. Each tier must also disclose any lobbying with non-Federal funds that takes place in connection with obtaining any Federal award.

Such disclosures are forwarded from tier to tier up to the non-Federal award.

Pursuant to Federal Rule (I) above, when federal funds are expended by Participating Agency, the offeror certifies that during the term and after the awarded term of an award for all contracts by Participating Agency resulting from this procurement process, the offeror certifies that it is in compliance with all applicable provisions of the Byrd Anti-Lobbying Amendment (31 U.S.C. 1352). The undersigned further certifies that:
(1) No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of any Federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement. (2) If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any Federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form-LLL, "Disclosure of Lobbying Activities," in accordance with its instructions.

This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by Section 1352, Title 31, U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure.
(3) The prospective participant also agrees by submitting his or her bid or proposal that he or she shall require that the language of this certification be included in all lower tier subcontracts, which exceed $100,000 and that all such subrecipients shall certify 2317
57 and disclose accordingly.

Does offeror agree? YES Initials of Authorized Representative of offeror

RECORD RETENTION REQUIREMENTS FOR CONTRACTS INVOLVING FEDERAL FUNDS When federal funds are expended by Participating Agency for any contract resulting from this procurement process, offeror certifies that it will comply with the record retention requirements detailed in 2 CFR § 200.333. The offeror further certifies that offeror will retain all records as required by 2 CFR § 200.333 for a period of three years after grantees or subgrantees submit final expenditure reports or quarterly or annual financial reports, as applicable, and all other pending matters are closed.

Does offeror agree? YES Initials of Authorized Representative of offeror

CERTIFICATION OF COMPLIANCE WITH THE ENERGY POLICY AND CONSERVATION ACT When Participating Agency expends federal funds for any contract resulting from this procurement process, offeror certifies that it will comply with the mandatory standards and policies relating to energy efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act (42 U.S.C. 6321 et seq.; 49 C.F.R. Part 18).

Does offeror agree? YES Initials of Authorized Representative of offeror

CERTIFICATION OF COMPLIANCE WITH BUY AMERICA PROVISIONS To the extent purchases are made with Federal Highway Administration, Federal Railroad Administration, or Federal Transit Administration funds, offeror certifies that its products comply with all applicable provisions of the Buy America Act and agrees to provide such certification or applicable waiver with respect to specific products to any Participating Agency upon request.

Purchases made in accordance with the Buy America Act must still follow the applicable procurement rules calling for free and open competition. Additionally:
(1) The Contractor agrees to comply with 49 USC 5323(j) and 49 CFR Part 661, which provide that federal funds may not be obligated unless steel, iron and manufactured products used in FTA-funded projects are produced in the United States, unless a waiver has been granted by FTA or the product is subject to a general waiver. General waivers are listed in 49 CFR 661.7.A general public interest waiver from the Buy America requirements applies to microprocessors, computers, microcomputers, software or other such devices, which are used solely for the purpose of processing or storing data. This general waiver does not extend to a product or device that merely contains a microprocessor or microcomputer and is not used solely for the purpose of processing or storing data. Separate requirements for rolling stock are set out at 5323(j)(2)(C) and 49 CFR 661.11.
(2) A bidder or offeror must submit to the FTA recipient the appropriate Buy America certification with all bids on FTAfunded contracts, except those subject to a general waiver. Bids or offers that are not accompanied by a completed Buy America certification must be rejected as nonresponsive. This requirement does not apply to lower tier subcontractors.

The following certificates titled FTA and DOT Buy America Certification should be completed and returned with the response as part of FTA and DOT requirements.

FEDERAL TRASIT ADMINISTRATION (FTA) AND DEPARTMENT OF TRANSPORTATION (DOT) - BUY AMERICA: CERTIFICATION REQUIREMENT FOR PROCUREMENTOF ROLLING STOCK

CERTIFICATE OF COMPLIANCE
(select one of the two options, NOT BOTH)
Certificate of Compliance with 49 USC §5323(j)
The proposer hereby certifies that it will comply with the requirements of 49 U.S.C. 5323(j), and the applicable regulations of 49 CFR 661.11.

Check for YES: 
OR
2318
58 Certificate of Non-Compliance with 49 USC §5323(j)
The proposer hereby certifies that it cannot comply with the requirements of 49 U.S.C. 5323(j), but may qualify for an exception to the requirement consistent with 49 U.S.C. 5323(j)(2)(C), and the applicable regulations in 49 CFR 661.7.

Check for YES: 

FEDERAL TRASIT ADMINISTRATION (FTA) AND DEPARTMENT OF TRANSPORTATION (DOT) - BUY AMERICA: CERTIFICATION REQUIREMENT FOR PROCUREMENT OF STEEL OR MANUFACTURED PRODUCTS CERTIFICATE OF COMPLIANCE (select one of the two options, NOT BOTH) Certificate of Compliance with 49 USC §5323(j)(1)
The proposer hereby certifies that it will comply with the requirements of 49 U.S.C. 5323(j)(1), and the applicable regulations in 49 CFR part 661.

Check for YES: 
OR
Certificate of Non-Compliance with 49 USC §5323(j)(1)
The proposer hereby certifies that it cannot comply with the requirements of 49 U.S.C. 5323(j), but it may qualify for an exception to the requirement pursuant to 49 U.S.C. 5323(j)(2), as amended, and the applicable regulations in 49 CFR 661.7.

Check for YES: 
Does offeror agree? YES Initials of Authorized Representative of offeror Offeror’s Name: ___________________________________________________________________________________ Address, City, State, and Zip Code: ________________________________________________________________________ Phone Number: __________________________________
Fax Number: ______________________________________
Printed Name and Title of Authorized Representative: _____________________________________________________________________ Email Address: __________________________________________________________________________________ Signature of Authorized Representative: ____________________________________ Date: _____________________________
CERTIFICATION OF ACCESS TO RECORDS – 2 C.F.R. § 200.336 Offeror agrees that the Inspector General of the Agency or any of their duly authorized representatives shall have access to any documents, papers, or other records of offeror that are pertinent to offeror’s discharge of its obligations under the Contract for the purpose of making audits, examinations, excerpts, and transcriptions. The right also includes timely and reasonable access to offeror’s personnel for the purpose of interview and discussion relating to such documents.

Does offeror agree? YES Initials of Authorized Representative of offeror

CERTIFICATION OF APPLICABILITY TO SUBCONTRACTORS
Offeror agrees that all contracts it awards pursuant to the Contract shall be bound by the foregoing terms and conditions.

Does offeror agree? YES Initials of Authorized Representative of offeror

COMMUNITY DEVELOPMENT BLOCK GRANTS
Purchases made under this contract may be partially or fully funded with federal grant funds. Funding for this work may include Federal Funding sources, including Community Development Block Grant (CDBG) funds from the U.S. Department of Housing and Urban Development. When such funding is provided, Offeror shall comply with all terms, conditions and requirements 2319
59 enumerated by the grant funding source, as well as requirements of the State statutes for which the contract is utilized, whichever is the more restrictive requirement. When using Federal Funding, Offeror shall comply with all wage and latest reporting provisions of the Federal Davis-Bacon Act. HUD-4010 Labor Provisions also applies to this contract.

Does offeror agree? YES Initials of Authorized Representative of offeror Offeror agrees to comply with all federal, state, and local laws, rules, regulations and ordinances, as applicable. It is further acknowledged that offeror certifies compliance with all provisions, laws, acts, regulations, etc. as specifically noted above.

Offeror’s Name:
____________________________________________________________________________________________ Address, City, State, and Zip Code:
_____________________________________________________________________________ Phone Number: ________________________________ Fax Number: ______________________________________ Printed Name and Title of Authorized Representative:
_____________________________________________________________________ Email Address:
____________________________________________________________________________________________ Signature of Authorized Representative: ____________________________________Date: _____________________________ 2320
60 FEMA AND ADDITIONAL FEDERAL FUNDING SPECIAL CONDITIONS Awarded Supplier(s) (also referred to as Contractors) may need to respond to events and losses where products and services are needed for the immediate and initial response to emergency situations such as, but not limited to, water damage, fire damage, vandalism cleanup, biohazard cleanup, sewage decontamination, deodorization, and/or wind damage during a disaster or emergency situation. By submitting a proposal, the Supplier is accepted these FEMA and Additional Federal Funding Special Conditions required by the Federal Emergency Management Agency (FEMA) and other federal entities. “Contract” in the below pages under FEMA AND ADDITIONAL FEDERAL FUNDING SPECIAL CONDITIONS is also referred to and defined as the “Master Agreement”. “Contractor” in the below pages under FEMA AND ADDITIONAL FEDERAL FUNDING SPECIAL CONDITIONS is also referred to and defined as “Supplier” or “Awarded Supplier”.

Conflicts of Interest
No employee, officer, or agent may participate in the selection, award, or administration of a contract supported by a FEMA award if he or she has a real or apparent conflict of interest. Such a conflict would arise when the employee, officer, or agent, any member of his or her immediate family, his or her partner, or an organization which employs or is about to employ any of these parties, has a financial or other interest in or a tangible personal benefit from a firm considered for award. 2 C.F.R. § 200.318(c)(1); See also Standard Form 424D, ¶ 7; Standard Form 424B, ¶ 3. i. FEMA considers a “financial interest” to be the potential for gain or loss to the employee, officer, or agent, any member of his or her immediate family, his or her partner, or an organization which employs or is about to employ any of these parties as a result of the particular procurement. The prohibited financial interest may arise from ownership of certain financial instruments or investments such as stock, bonds, or real estate, or from a salary, indebtedness, job offer, or similar interest that might be affected by the particular procurement. ii. FEMA considers an “apparent” conflict of interest to exist where an actual conflict does not exist, but where a reasonable person with knowledge of the relevant facts would question the impartiality of the employee, officer, or agent participating in the procurement. c. Gifts. The officers, employees, and agents of the Participating Public Agency nor the Participating Public Agency (“NFE”) must neither solicit nor accept gratuities, favors, or anything of monetary value from contractors or parties to subcontracts. However, NFE’s may set standards for situations in which the financial interest is de minimus, not substantial, or the gift is an unsolicited item of nominal value. 2 C.F.R. § 200.318(c)(1). d. Violations. The NFE’s written standards of conduct must provide for disciplinary actions to be applied for violations of such standards by officers, employees, or agents of the NFE. 2 C.F.R. § 200.318(c)(1). For example, the penalty for a NFE’s employee may be dismissal, and the penalty for a contractor might be the termination of the contract.

Contractor Integrity
A contractor must have a satisfactory record of integrity and business ethics. Contractors that are debarred or suspended, as described in and subject to the debarment and suspension regulations implementing Executive Order 12549, Debarment and Suspension (1986) and Executive Order 12689, Debarment and Suspension (1989) at 2 C.F.R. Part 180 and the Department of Homeland Security’s regulations at 2 C.F.R.

Part 3000 (Non-procurement Debarment and Suspension), must be rejected and cannot receive contract awards at any level.

Notice of Legal Matters Affecting the Federal Government In the event FTA or DOT funding is used by Participating Public Agency, Contractor agrees to:
1) The Contractor agrees that if a current or prospective legal matter that may affect the Federal Government emerges, the Contractor shall promptly notify the Participating Public Agency of the legal matter in accordance with 2 C.F.R. §§ 180.220 and 1200.220. 2321
61 2) The types of legal matters that require notification include, but are not limited to, a major dispute, breach, default, litigation, or naming the Federal Government as a party to litigation or a legal disagreement in any forum for any reason.
3) The Contractor further agrees to include the above clause in each subcontract, at every tier, financed in whole or in part with Federal assistance provided by the FTA.

Public Policy
A contractor must comply with the public policies of the Federal Government and state, local government, or tribal government. This includes, among other things, past and current compliance with the:
a. Equal opportunity and nondiscrimination laws
b. Five affirmative steps described at 2 C.F.R. § 200.321(b) for all subcontracting under contracts supported by FEMA financial assistance; and FEMA Procurement Guidance June 21, 2016 Page IV- 7 c. Applicable prevailing wage laws, regulations, and executive orders Affirmative Steps
For any subcontracting opportunities, Contractor must take the following Affirmative steps:

1. Placing qualified small and minority businesses and women's business enterprises on solicitation lists;

2. Assuring that small and minority businesses, and women's business enterprises are solicited whenever they are potential sources;

3. Dividing total requirements, when economically feasible, into smaller tasks or quantities to permit maximum participation by small and minority businesses, and women's business enterprises;

4. Establishing delivery schedules, where the requirement permits, which encourage participation by small and minority businesses, and women's business enterprises; and

5. Using the services and assistance, as appropriate, of such organizations as the Small Business Administration and the Minority Business Development Agency of the Department of Commerce.

Prevailing Wage Requirements
When applicable, the awarded Contractor (s) and any and all subcontractor(s) agree to comply with all laws regarding prevailing wage rates including the Davis-Bacon Act, applicable to this solicitation and/or Participating Public Agencies. The Participating Public Agency shall notify the Contractor of the applicable pricing/prevailing wage rates and must apply any local wage rates requested. The Contractor and any subcontractor(s) shall comply with the prevailing wage rates set by the Participating Public Agency.

Federal Requirements
If products and services are issued in response to an emergency or disaster recovery the items below, located in this FEMA Special Conditions section of the Federal Funds Certifications, are activated and required when federal funding may be utilized.
2 C.F.R. § 200.326 and 2 C.F.R. Part 200, Appendix II, Required Contract Clauses

1. CONTRACT REMEDIES
Contracts for more than the federal simplified acquisition threshold (SAT), the dollar amount below which an NFE may purchase property or services using small purchase methods, currently set at $250,000 for procurements made on or after June 20, 2018,4 must address administrative, contractual, or legal remedies in instances where contractors violate or breach contract terms and must provide for sanctions and penalties as appropriate. 2322
62 1.1 Applicability
This contract provision is required for contracts over the SAT, currently set at $250,000 for procurements made on or after June 20, 2018. Although not required for contracts at or below the SAT, FEMA suggests including a remedies provision.

1.2 Additional Considerations
For FEMA’s Assistance to Firefighters Grant (AFG) Program, recipients must include a penalty clause in all contracts for any AFG-funded vehicle, regardless of dollar amount. In that situation, the contract must include a clause addressing that non-delivery by the contract’s specified date or other vendor nonperformance will require a penalty of no less than $100 per day until such time that the vehicle, compliant with the terms of the contract, has been accepted by the recipient. This penalty clause should, however, account for force majeure or acts of God. AFG recipients should refer to the applicable year’s Notice of Funding Opportunity (NOFO) for additional information, which can be accessed at FEMA.gov.

2. TERMINATION FOR CAUSE AND CONVENIENCE
a. Standard. All contracts in excess of $10,000 must address termination for cause and for convenience by the non-Federal entity, including the manner by which it will be effected and the basis for settlement. See 2 C.F.R. Part 200, Appendix II(B). b. Applicability. This requirement applies to all FEMA grant and cooperative agreement programs.

3. EQUAL EMPLOYMENT OPPORTUNITY
When applicable:
a. Standard. Except as otherwise provided under 41 C.F.R. Part 60, all contracts that meet the definition of “federally assisted construction contract” in 41 C.F.R. § 60-1.3 must include the equal opportunity clause provided under 41 C.F.R. § 60- 1.4(b), in accordance with Executive Order 11246, Equal Employment Opportunity (30 Fed. Reg. 12319, 12935, 3 C.F.R. Part, 1964-1965 Comp., p.
339), as amended by Executive Order 11375, Amending Executive Order 11246 Relating to Equal Employment Opportunity, and implementing regulations at 41 C.F.R. Part 60 (Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor). See 2 C.F.R. Part 200, Appendix II(C). b. Key Definitions.
i. Federally Assisted Construction Contract. The regulation at 41 C.F.R. § 60-

1.3 defines a “federally assisted construction contract” as any agreement or modification thereof between any applicant and a person for construction work which is paid for in whole or in part with funds obtained from the Government or borrowed on the credit of the Government pursuant to any Federal program involving a grant, 2323
63 contract, loan, insurance, or guarantee, or undertaken pursuant to any Federal program involving such grant, contract, loan, insurance, or guarantee, or any application or modification thereof approved by the Government for a grant, contract, loan, insurance, or guarantee under which the applicant itself participates in the construction work.
ii. Construction Work. The regulation at 41 C.F.R. § 60-1.3 defines “construction work” as the construction, rehabilitation, alteration, conversion, extension, demolition or repair of buildings, highways, or other changes or improvements to real property, including facilities providing utility services. The term also includes the supervision, inspection, and other onsite functions incidental to the actual construction. c. Applicability. This requirement applies to all FEMA grant and cooperative agreement programs.
d. Required Language. The regulation at 41 C.F.R. Part 60-1.4(b) requires the insertion of the following contract clause.

During the performance of this contract, the contractor agrees as follows:
(1) The contractor will not discriminate against any employee or applicant for employment because of race, color, religion, sex, sexual orientation, gender identity, or national origin. The contractor will take affirmative action to ensure that applicants are employed, and that employees are treated during employment without regard to their race, color, religion, sex, sexual orientation, gender identity, or national origin. Such action shall include, but not be limited to the following:

Employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided setting forth the provisions of this nondiscrimination clause.
(2) The contractor will, in all solicitations or advertisements for employees placed by or on behalf of the contractor, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, sexual orientation, gender identity, or nationalorigin.
(3) The contractor will not discharge or in any other manner discriminate against any employee or applicant for employment because such employee or applicant has inquired about, discussed, or disclosed the compensation of the employee or applicant or another employee or applicant. This provision shall not apply to instances in which an employee who has access to the compensation information of other employees or applicants as a part of such employee's essential job functions discloses the compensation of such other employees or applicants to individuals who do not otherwise have access to such information, unless such disclosure is in response to a formal complaint or charge, in furtherance of an investigation, proceeding, hearing, or action, including an investigation conducted by the employer, or is consistent with the contractor's legal duty to furnish information.
2324
64 (4) The contractor will send to each labor union or representative of workers with which he has a collective bargaining agreement or other contract or understanding, a notice to be provided advising the said labor union or workers' representatives of the contractor's commitments under this section and shall post copies of the notice in conspicuous places available to employees and applicants for employment. (5) The contractor will comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor. (6) The contractor will furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to hisbooks, records, and accounts by the administering agency and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations, and orders. (7) In the event of the contractor's noncompliance with the nondiscrimination clauses of this contract or with any of the said rules, regulations, or orders, this contract may be canceled, terminated, or suspended in whole or in part and the contractor may be declared ineligible for further Government contracts or federally assisted construction contracts in accordance with procedures authorized in Executive Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law. (8) The contractor will include the portion of the sentence immediately preceding paragraph (1) and the provisions of paragraphs (1) through (8) in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontractor or vendor. The contractor will take such action with respect to any subcontract or purchase order as the administering agency may direct as a means of enforcing such provisions, including sanctions for noncompliance:

Provided, however, that in the event a contractor becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction by the administering agency, the contractor may request the United States to enter into such litigation to protect the interests of the United States.

The applicant further agrees that it will be bound by the above equal opportunity clause with respect to its own employment practices when it participates in federally assisted construction work: Provided, That if the applicant so participating is a State or local government, the above equal opportunity clause is not applicable to any agency, instrumentality or subdivision of such government which does not participate in work on or under the contract.

The applicant agrees that it will assist and cooperate actively with the administering agency and the Secretary of Labor in obtaining the compliance of contractors and subcontractors with the equal opportunity clause and the rules, regulations, and relevant orders of the Secretary of Labor, that it will furnish the administering agency and the Secretary of Labor such information as they may require for the supervision of such compliance, and that it will otherwise assist the administering agency in the discharge of the agency's primary responsibility for securing compliance.

The applicant further agrees that it will refrain from entering into any contract or contract modification subject to Executive Order 11246 of September 24, 1965, with a contractor 2325
65 debarred from, or who has not demonstrated eligibility for, Government contracts and federally assisted construction contracts pursuant to the Executive Order and will carry out such sanctions and penalties for violation of the equal opportunity clause as may be imposed upon contractors and subcontractors by the administering agency or the Secretary of Labor pursuant to Part II, Subpart D of the Executive Order. In addition, the applicant agrees that if it fails or refuses to comply with these undertakings, the administering agency may take any or all of the following actions: Cancel, terminate, or suspend in whole or in part this grant (contract, loan, insurance, guarantee); refrain from extending any further assistance to the applicant under the program with respect to which the failure or refund occurred until satisfactory assurance of future compliance has been received from such applicant; and refer the case to the Department of Justice for appropriate legal proceedings.

4. DAVIS-BACON ACT
a. Standard. All prime construction contracts in excess of $2,000 awarded by non- Federal entities must include a provision for compliance with the Davis-Bacon Act (40 U.S.C. §§ 3141- 3144 and 3146-3148) as supplemented by Department of Labor regulations at 29 C.F.R. Part 5 (Labor Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted Construction). See 2 C.F.R. Part 200, Appendix II(D). In accordance with the statute, contractors must be required to pay wages to laborers and mechanics at a rate not less than the prevailing wages specified in a wage determination made by the Secretary of Labor. In addition, contractors must be required to pay wages not less than once a week. b. Applicability. The Davis-Bacon Act applies to the Emergency Management Preparedness Grant Program, Homeland Security Grant Program, Nonprofit Security Grant Program, Tribal Homeland Security Grant Program, Port Security Grant Program, and Transit Security Grant Program.
c. Requirements. If applicable, the non-federal entity must do thefollowing:
i. The non-Federal entity must place a copy of the current prevailing wage determination issued by the Department of Labor in each solicitation. The decision to award a contract or subcontract must be conditioned upon the acceptance of the wage determination. The non-Federal entity must report all suspected or reported violations to the Federal awarding agency.
ii. Additionally, pursuant 2 C.F.R. Part 200, Appendix II(D), contracts subject to the Davis-Bacon Act, must also include a provision for compliancewith the Copeland “Anti-Kickback” Act (40 U.S.C. § 3145), as supplemented by Department of Labor regulations at 29 C.F.R. Part 3 (Contractors and Subcontractors on Public Building or Public Work Financed in Whole or in Part by Loans or Grants from the United States). The Copeland Anti- Kickback Act provides that each contractor or subrecipient must be prohibited from inducing, by any means, any person employed in the construction, completion, or repair of public work, to give up any part of the compensation to which he or she is otherwise entitled. The nonFederal entity must report all suspected or reported violations to FEMA. 2326
66 iii. Include a provision for compliance with the Davis-Bacon Act (40 U.S.C. 3141- 3144, and 3146-3148) as supplemented by Department of Labor regulations (29 CFR Part 5, “Labor Standards Provisions Applicable to Contracts Covering Federally Financed and AssistedConstruction”).

Suggested Language. The following provides a sample contract clause:

Compliance with the Davis-Bacon Act.
a. All transactions regarding this contract shall be done in compliance with the Davis-Bacon Act (40 U.S.C. 3141- 3144, and 3146-3148) and the requirements of 29C.F.R. pt. 5 as may be applicable. The contractor shall comply with 40 U.S.C. 3141- 3144, and 3146-3148 and the requirements of 29 C.F.R. pt. 5 as applicable.
b. Contractors are required to pay wages to laborersand mechanics at a rate not less than the prevailing wages specified in a wage determination made by the Secretary of Labor.
c. Additionally, contractors are required to pay wagesnot less than once a week.

5. COPELAND ANTI-KICKBACK ACT
a. Standard. Recipient and subrecipient contracts must include a provision for compliance with the Copeland “Anti-Kickback” Act (40 U.S.C. 3145), as supplemented by Department of Labor regulations (29 CFR Part 3, “Contractors and Subcontractors on Public Building or Public Work Financed in Whole or in Part by Loans or Grants from the United States”). b. Applicability. This requirement applies to all contracts for construction or repair work above $2,000 in situations where the Davis-Bacon Act also applies. It DOES NOT apply to the FEMA Public AssistanceProgram.
c. Requirements. If applicable, the non-federal entity must include a provision for compliance with the Copeland “Anti-Kickback” Act (40 U.S.C. § 3145), as supplemented by Department of Labor regulations at 29 C.F.R. Part 3 (Contractors and Subcontractors on Public Building or Public Work Financed in Whole or in Part by Loans or Grants from the United States). Each contractor or subrecipient must be prohibited from inducing, by any means, any person employed in the construction, completion, or repair of public work, to give up any part of the compensation to which he or she is otherwise entitled. The non-Federal entity must report all suspected or reported violations to FEMA. Additionally, in accordance with the regulation, each contractor and subcontractor must furnish each week a statement with respect to the wages paid each of its employees engaged in work covered by the Copeland Anti-Kickback Act and the Davis Bacon Act during the preceding weekly payroll period. The report shall be delivered by the contractor or subcontractor, within seven days after the regular payment date of the payroll period, to a representative of a Federal or State agency in charge at the site of the building or work.
2327
67 Sample Language. The following provides a sample contract clause:

Compliance with the Copeland “Anti-Kickback” Act.
a. Contractor. The contractor shall comply with 18 U.S.C. §874, 40 U.S.C. § 3145, and the requirements of 29 C.F.R. pt. 3 as may be applicable, which are incorporated by reference into this contract. b. Subcontracts. The contractor or subcontractor shall insert in any subcontracts the clause above and such other clauses as FEMA may by appropriate instructions require, and also a clause requiring the subcontractors to include these clauses in any lower tier subcontracts.

The prime contractor shall be responsible for the compliance by any subcontractor or lower tier subcontractor with all of these contract clauses.
c. Breach. A breach of the contract clauses above may be grounds for termination of the contract, and for debarment as a contractor and subcontractor as provided in 29 C.F.R. §5.12.”

6. CONTRACT WORK HOURS AND SAFETY STANDARDSACT
a. Standard. Where applicable (see 40 U.S.C. §§ 3701-3708), all contracts awarded by the non-Federal entity in excess of $100,000 that involve the employment of mechanics or laborers must include a provision for compliance with 40 U.S.C. §§ 3702 and 3704, as supplemented by Department of Labor regulations at 29 C.F.R. Part 5. See 2 C.F.R. Part 200, Appendix II(E). Under 40 U.S.C. § 3702, each contractor must be required to compute the wages of every mechanic and laborer on the basis of a standard work week of 40 hours. Work in excess of the standard work week is permissible provided that the worker is compensated at a rate of not less than one and a half times the basic rate of pay for all hours worked in excess of 40 hours in the work week. Further, no laborer or mechanic must be required to work in surroundings or under working conditions which are unsanitary, hazardous, or dangerous.
b. Applicability. This requirement applies to all FEMA contracts awarded by the non- federal entity in excess of $100,000 under grant and cooperative agreement programs that involve the employment of mechanics or laborers. It is applicable to construction work. These requirements do not apply to the purchase of supplies or materials or articles ordinarily available on the open market, or contracts for transportation or transmission of intelligence.
c. Suggested Language. The regulation at 29 C.F.R. § 5.5(b) provides contract clause language concerning compliance with the Contract Work Hours and Safety Standards Act. FEMA suggests including the following contract clause:

Compliance with the Contract Work Hours and Safety Standards Act. (1) Overtime requirements. No contractor or subcontractor contracting for any part of 2328
68 the contract work which may require or involve the employment of laborers or mechanics shall require or permit any such laborer or mechanic in any workweek in which he or she is employed on such work to work in excess of forty hours in such workweek unless such laborer or mechanic receives compensation at a rate not less than one and one-half times the basic rate of pay for all hours worked in excess of forty hours in suchworkweek. (2) Violation; liability for unpaid wages; liquidated damages. In the event of any violation of the clause set forth in paragraph (b)(1) of this section the contractor and any subcontractor responsible therefor shall be liable for the unpaid wages. In addition, such contractor and subcontractor shall be liable to the United States (in the case of work done under contract for the District of Columbia or a territory, to such District or to such territory), for liquidated damages. Such liquidated damages shall be computed with respect to each individual laborer or mechanic, including watchmen and guards, employed in violation of the clause set forth in paragraph (b)(1) of this section, in the sum of $27 for each calendar day on which such individual was required or permitted to work in excess of the standard workweek of forty hours without payment of the overtime wages required by the clause set forth in paragraph (b)(1) of this section.
(3) Withholding for unpaid wages and liquidated damages. The Federal agency or loan/grant recipient shall upon its own action or upon written request of an authorized representative of the Department of Labor withhold or cause to be withheld, from any moneys payable on account of work performed by the contractor or subcontractor under any such contract or any other Federal contract with the same prime contractor, or any other federally-assisted contract subject to the Contract Work Hours and Safety Standards Act, which is held by the same prime contractor, such sums as may be determined to be necessary to satisfy any liabilities of such contractor or subcontractor for unpaid wages and liquidated damages as provided in the clause set forth in paragraph (b)(2) of this section.
(4) Subcontracts. The contractor or subcontractor shall insert in any subcontracts the clauses set forth in paragraph (b)(1) through (4) of thissection and also a clause requiring the subcontractors to include these clauses in any lower tier subcontracts. The prime contractor shall be responsible for compliance by any subcontractor or lower tier subcontractor with the clauses set forth in paragraphs (b)(1) through (4) of thissection.

7. RIGHTS TO INVENTIONS MADE UNDER A CONTRACT ORAGREEMENT a. Standard. If the FEMA award meets the definition of “funding agreement” under 37C.F.R. § 401.2(a) and the non-Federal entity wishes to enter into a contract with a small business firm or nonprofit organization regarding the substitution of parties, assignment or performance of experimental, developmental, or research work under that “funding agreement,” the non- Federal entity must comply with the requirements of 37 C.F.R. Part 401 (Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements), and any implementing regulations issued by FEMA. See 2 C.F.R. Part 200, Appendix II(F). b. Applicability. This requirement applies to “funding agreements,” but it DOES NOT apply to the Public Assistance, Hazard Mitigation Grant Program, Fire Management Assistance Grant Program, Crisis Counseling Assistance and Training Grant Program, Disaster Case Management Grant Program, and Federal Assistance to Individuals and Households – 2329
69 Other Needs Assistance Grant Program, as FEMA awards under these programs do not meet the definition of “funding agreement.”
c. Funding Agreements Definition. The regulation at 37 C.F.R. § 401.2(a) defines “funding agreement” as any contract, grant, or cooperative agreement entered into between any Federal agency, other than the Tennessee Valley Authority, and any contractor for the performance of experimental, developmental, or research work funded in whole or in part by the Federal government. This term also includes any assignment, substitution of parties, or subcontract of any type entered into for the performance of experimental, developmental, or research work under a funding agreement as defined in the first sentence of this paragraph.

8. CLEAN AIR ACT AND THE FEDERAL WATER POLLUTION CONTROLACT a. Standard. If applicable, contracts must contain a provision that requires the contractor to agree to comply with all applicable standards, orders, or regulations issued pursuant to the Clean Air Act (42 U.S.C. §§ 7401-7671q.) and the Federal Water Pollution Control Act as amended (33 U.S.C. §§ 1251-1387). Violations must be reported to FEMA and the Regional Office of the Environmental Protection Agency. See 2 C.F.R. Part 200, Appendix II(G).
b. Applicability. This requirement applies to contracts awarded by a non-federal entity of amounts in excess of $150,000 under a federalgrant.
c. Suggested Language. The following provides a sample contract clause.

Clean Air Act

1. The contractor agrees to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act, as amended, 42 U.S.C. § 7401 et seq.

2. The contractor agrees to report each violation to the Participating Public Agency and understands and agrees that the Participating Public Agency will, in turn, report each violation as required to assure notification to the Federal Emergency Management Agency, and the appropriate Environmental Protection Agency Regional Office.

3. The contractor agrees to include these requirements in each subcontract exceeding $150,000 financed in whole or in part with Federal assistance provided byFEMA.

Federal Water Pollution Control Act

1. The contractor agrees to comply with all applicablestandards, orders, or 2330
70 regulations issued pursuant to the Federal Water Pollution Control Act, as amended, 33 U.S.C. 1251 et seq.

2. The contractor agrees to report each violation to the Participating Public Agency and understands and agrees that the Participating Public Agency will, in turn, report each violation as required to assure notification to the Federal Emergency Management Agency, and the appropriate Environmental Protection Agency Regional Office.

3. The contractor agrees to include these requirements in each subcontract exceeding $150,000 financed in whole or in part with Federal assistance provided byFEMA.

9. DEBARMENT AND SUSPENSION
a. Standard. Non-Federal entities and contractors are subject to the debarment and suspension regulations implementing Executive Order 12549, Debarment and Suspension (1986) and Executive Order 12689, Debarment and Suspension (1989) at 2 C.F.R. Part 180 and the Department of Homeland Security’s regulations at 2 C.F.R. Part 3000 (Non-procurement Debarment and Suspension).
b. Applicability. This requirement applies to all FEMA grant and cooperative agreement programs.
c. Requirements.
i. These regulations restrict awards, subawards, and contracts with certain parties that are debarred, suspended, or otherwise excluded from or ineligible for participation in Federal assistance programs and activities. See 2 C.F.R. Part 200, Appendix II(H); and 2 C.F.R. § 200.213. A contract award must not be made to parties listed in the SAM Exclusions. SAM Exclusions is the list maintained by the General Services Administration that contains the names of parties debarred, suspended, or otherwise excluded by agencies, as well as parties declared ineligible under statutory or regulatory authority other than Executive Order 12549.

SAM exclusions can be accessed at www.sam.gov. See 2 C.F.R. §180.530. ii. In general, an “excluded” party cannot receive a Federal grant award or a contract within the meaning of a “covered transaction,” to include subawards and subcontracts. This includes parties that receive Federal funding indirectly, such as contractors to recipients and subrecipients. The key to the exclusion is whether there is a “covered transaction,” which is any non-procurement transaction (unless excepted) at either a “primary” or “secondary” tier. Although “covered transactions” do not include contracts awarded by the Federal Government for purposes of the non-procurement common rule and DHS’s implementing regulations, it does include some contracts awarded by recipients and subrecipients.
2331
71 iii. Specifically, a covered transaction includes the following contracts for goods or services:

1. The contract is awarded by a recipient or subrecipient in the amount of at least $25,000.

2. The contract requires the approval of FEMA, regardlessof amount.

3. The contract is for federally-required auditservices.

4. A subcontract is also a covered transaction if it is awarded by the contractor of a recipient or subrecipient and requires either the approval of FEMA or is in excess of$25,000.
d. Suggested Language. The following provides a debarment and suspension clause. It incorporates an optional method of verifying that contractors are not excluded or disqualified.

Suspension and Debarment
(1) This contract is a covered transaction for purposes of 2 C.F.R. pt. 180 and 2 C.F.R. pt. 3000. As such, the contractor is required to verify that none of the contractor’s principals (defined at 2 C.F.R. § 180.995) or its affiliates (defined at 2 C.F.R. § 180.905) are excluded (defined at 2 C.F.R. § 180.940) or disqualified (defined at 2 C.F.R. §180.935).
(2) The contractor must comply with 2 C.F.R. pt. 180, subpart C and2 C.F.R. pt. 3000, subpart C, and must include a requirement to comply with these regulations in any lower tier covered transaction it enters into.
(3) This certification is a material representation of fact relied upon by the Participating Public Agency. If it is later determined that the contractor did not comply with 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C, in addition to remedies available to the Participating Public Agency, the Federal Government may pursue available remedies, including but not limited to suspension and/or debarment. (4) The bidder or proposer agrees to comply with the requirements of 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C while this offer is valid and throughout the period of any contract that may arise from this offer. The bidder or proposer further agrees to include a provision requiring such compliance in its lower tier covered transactions.

10. BYRD ANTI-LOBBYING AMENDMENT
a. Standard. Each tier certifies to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to 2332
72 influence an officer or employee of any agency, a Member of Congress, officer or employee of Congress, or an employee of a Member of Congress in connection with obtaining any Federal contract, grant or any other award covered by 31 U.S.C. § 1352.

FEMA’s regulation at 44 C.F.R. Part 18 implements the requirements of 31 U.S.C. § 1352 and provides, in Appendix A to Part 18, a copy of the certification that is required to be completed by each entity as described in 31 U.S.C. § 1352. Each tier must also disclose any lobbying with non-Federal funds that takes place in connection with obtaining any Federal award. Such disclosures are forwarded from tier to tier up to the Federal awarding agency.
b. Applicability. This requirement applies to all FEMA grant and cooperative agreement programs. Contractors that apply or bid for a contract of$100,000 or more under a federal grant must file the required certification. See 2 C.F.R. Part 200, Appendix II(I); 31 U.S.C. § 1352; and 44 C.F.R. Part 18.
c. Suggested Language.

Byrd Anti-Lobbying Amendment, 31 U.S.C. § 1352 (as amended) Contractors who apply or bid for an award of $100,000 or more shall file the required certification. Each tier certifies to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, officer or employee of Congress, or an employee of a Member of Congress in connection with obtaining any Federal contract, grant, or any other award covered by 31 U.S.C. § 1352.

Each tier shall also disclose any lobbying with non-Federal funds that takes place in connection with obtaining any Federal award. Such disclosures are forwarded from tier to tier up to the recipient who in turn will forward the certification(s) to the awarding agency.
d. Required Certification. If applicable, contractors must sign and submit to the non-federal entity the following certification.

APPENDIX A, 44 C.F.R. PART 18 – CERTIFICATION REGARDING LOBBYING Certification for Contracts, Grants, Loans, and Cooperative Agreements The undersigned certifies, to the best of his or her knowledge and belief, that:

1. No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of an agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or 2333
73 cooperative agreement.

2. If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard FormLLL, “Disclosure Form to Report Lobbying,” in accordance with its instructions.

3. The undersigned shall require that the language of this certification be included in the award documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans, and cooperative agreements) and that all subrecipients shall certify and disclose accordingly.

This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by section 1352, title 31, U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure.

The Contractor, , certifies or affirms the truthfulness and accuracy of each statement of its certification and disclosure, if any. In addition, the Contractor understands and agrees that the provisions of 31 U.S.C. Chap. 38, Administrative Remedies for False Claims and Statements, apply to this certification and disclosure, if any.

Signature of Contractor’s Authorized Official
Name and Title of Contractor’s Authorized Official
Date
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11. PROCUREMENT OF RECOVERED MATERIALS
a. Standard. A non-Federal entity that is a state agency or agency of a political subdivision of a state and its contractors must comply with Section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act. See 2 C.F.R. Part 200, Appendix II(J); and 2 C.F.R. §200.322.
b. Applicability. This requirement applies to all contracts awarded by a non- federal entity under FEMA grant and cooperative agreement programs.
c. Requirements. The requirements of Section 6002 include procuring only items designated in guidelines of the EPA at 40 C.F.R. Part 247 that contain the highest percentage of recovered materials practicable, consistent with maintaining a satisfactory level of competition, where the purchase price of the item exceeds $10,000 or the value of the quantity acquired by the preceding fiscal year exceeded $10,000; procuring solid waste management services in a manner that maximizes energy and resource recovery; and establishing an affirmative procurement program for procurement of recovered materials identified in the EPA guidelines. d. Suggested Language.
i. In the performance of this contract, the Contractor shall make maximum use of products containing recovered materials that are EPA-designated items unless the product cannot be acquired—

1. Competitively within a timeframe providing for compliance with the contract performance schedule;

2. Meeting contract performance requirements; or

3. At a reasonable price.
ii. Information about this requirement, along with the list of EPA- designated items, is available at EPA’s Comprehensive Procurement Guidelines web site, https://www.epa.gov/smm/comprehensive-procurement-guideline-cpg-program. iii. The Contractor also agrees to comply with all other applicable requirements of Section 6002 of the Solid Waste DisposalAct.”

12. DOMESTIC PREFERENCES FOR PROCUREMENTS
As appropriate, and to the extent consistent with law, CONTRACTOR should, to the greatest extent practicable under a federal award, provide a preference for the purchase, acquisition, or use of goods, products or materials produced in the United States. This includes, but is not limited to, iron, aluminum, steel, cement, and other manufactured products.

Applicability For purchases in support of FEMA declarations and awards issued on or after November 12, 2020, all FEMA recipients and subrecipients are required to include in all contracts and purchase orders for work or products a contract provision encouraging domestic preference for procurements.

Domestic Preference for Procurements As appropriate, and to the extent consistent with law, the contractor should, to the greatest extent practicable, provide a preference for the purchase, acquisition, or use of goods, products, or materials produced in the United States. This includes, but is not limited to iron, aluminum, steel, cement, and other manufactured products. For purposes of this clause: Produced in the United States means, for iron and steel products, that all manufacturing processes, from the initial melting stage through the application of coatings, occurred in the United States. Manufactured products mean items and construction materials composed in whole or in part of non-ferrous metals such as aluminum; plastics and polymer-based products such as polyvinyl chloride pipe; aggregates such as concrete; glass, including optical fiber; and lumber.”
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75 13. ACCESS TO RECORDS
a. Standard. All recipients, subrecipients, successors, transferees, and assignees must acknowledge and agree to comply with applicable provisions governing DHS access to records, accounts, documents, information, facilities, and staff. Recipients must give DHS/FEMA access to, and the right to examine and copy, records, accounts, and other documents and sources of information related to the federal financial assistance award and permit access to facilities, personnel, and other individuals and information as may be necessary, as required by DHS regulations and other applicable laws or program guidance. See DHS Standard Terms and Conditions: Version 8.1 (2018).

Additionally, Section 1225 of the Disaster Recovery Reform Act of 2018 prohibits FEMA from providing reimbursement to any state, local, tribal, or territorial government, or private non-profit for activities made pursuant to a contract that purports to prohibit audits or internal reviews by the FEMA administrator or ComptrollerGeneral.

Access to Records. The following access to records requirements apply to this contract:
i.The Contractor agrees to provide Participating Public Agency, the FEMA Administrator, the Comptroller General of the United States, or any of their authorized representatives access to any books, documents, papers, and records of the Contractor which are directly pertinent to this contract for the purposes of making audits, examinations, excerpts, and transcriptions. ii.The Contractor agrees to permit any of the foregoing parties to reproduce by any means whatsoever or to copy excerpts and transcriptions as reasonably needed. iii. The Contractor agrees to provide the FEMA Administrator or his authorized representatives access to construction or other work sites pertaining to the work being completed under the contract.
iv.In compliance with the Disaster Recovery Act of 2018, the Participating Public Agency and the Contractor acknowledge and agree that no language in this contract is intended to prohibit audits or internal reviews by the FEMA Administrator or the Comptroller General of the UnitedStates.

14. CHANGES
a. Standard. To be eligible for FEMA assistance under the non-Federal entity’s FEMA grant or cooperative agreement, the cost of the change, modification, change order, or constructive change must be allowable, allocable, within the scope of its grant or cooperative agreement, and reasonable for the completion of project scope.
b. Applicability. FEMA recommends, therefore, that a non-Federal entity include a changes clause in its contract that describes how, if at all, changes can be made by either party to alter the method, price, or schedule of the work without breaching the contract. The language of the clause may differ depending onthe nature of the contract and the end-item procured.

15. DHS SEAL, LOGO, AND FLAGS
a. Standard. Recipients must obtain permission prior to using the DHS seal(s), logos, crests, or reproductions of flags or likenesses of DHS agency officials. See DHS Standard Terms and Conditions: Version 8.1(2018).
b. Applicability. FEMA recommends that all non-Federal entities place in their contracts a provision that a contractor shall not use the DHS seal(s), logos, crests, or reproductions of flags or likenesses of DHS agency officials without specific FEMA pre-approval. 2336
76 c. “The contractor shall not use the DHS seal(s), logos, crests, or reproductions of flags or likenesses of DHS agency officials without specific FEMA pre-approval.

16. COMPLIANCE WITH FEDERAL LAW, REGULATIONS, AND EXECUTIVE ORDERS a. Standard. The recipient and its contractors are required to comply with all Federal laws, regulations, and executive orders.
b. Applicability. FEMA recommends that all non-Federal entities place into their contracts an acknowledgement that FEMA financial assistance will be used to fund the contract along with the requirement that the contractor will comply with all applicable Federal law, regulations, executive orders, and FEMA policies, procedures, and directives.
c. “This is an acknowledgement that FEMA financial assistance will be used to fund all or a portion of the contract. The contractor will comply with all applicable Federal law, regulations, executive orders, FEMA policies, procedures, and directives.”

17. NO OBLIGATION BY FEDERALGOVERNMENT
a. Standard. FEMA is not a party to any transaction between the recipient and its contractor. FEMA is not subject to any obligations or liable to any party for any matter relating to the contract. b. Applicability. FEMA recommends that the non-Federal entity include a provision in its contract that states that the Federal Government is not a party to the contract and is not subject to any obligations or liabilities to the non-Federal entity, contractor, or any other party pertaining to any matter resulting from the contract.
c. “The Federal Government is not a party to this contract and is not subject to any obligations or liabilities to the non-Federal entity, contractor, or any other party pertaining to any matter resulting from the contract.”

18. PROGRAM FRAUD AND FALSE OR FRAUDULENT STATEMENTS OR RELATED ACTS a. Standard. Recipients must comply with the requirements of The False Claims Act (31 U.S.C. §§ 3729- 3733) which prohibits the submission of false or
fraudulent claims for payment to the federal government. See DHS Standard Terms and Conditions: Version 8.1 (2018); and 31 U.S.C. §§ 3801-3812, which details the administrative remedies for false claims and statements made. The non-Federal entity must include a provision in its contract that the contractor acknowledges that 31 U.S.C. Chap. 38 (Administrative Remedies for False Claims and Statements) applies to its actions pertaining to the contract. b. Applicability. FEMA recommends that the non-Federal entity include a provision in its contract that the contractor acknowledges that 31 U.S.C. Chap. 38 (Administrative Remedies for False Claims and Statements) applies to its actions pertaining to the contract. c. “The Contractor acknowledges that 31 U.S.C. Chap. 38 (Administrative Remedies for False Claims and Statements) applies to the Contractor’s actions pertaining to this contract.” d. In the event FTA or DOT funding is used by a Participating Public Agency, Contractor further acknowledges U.S. DOT regulations, “Program Fraud Civil Remedies,” 49 CFR Part 31, and apply to its actions pertaining to this Contract. Upon execution of the underlying Contract, Contractor certifies or affirms the truthfulness and accuracy of any statement it has made, it makes, it may make, or causes to me made, pertaining to the underlying Contract or the FTA assisted project for which 2337
77 this Contract Work is being performed.

In addition to other penalties that may be applicable, Contractor further acknowledges that if it makes, or causes to be made, a false, fictitious, or fraudulent claim, statement, submission, or certification, the Federal Government reserves the right to impose the penalties of the Program Fraud Civil Remedies Act of 1986 on Contractor to the extent the Federal Government deems appropriate.

Contractor also acknowledges that if it makes, or causes to me made, a false, fictitious, or fraudulent claim, statement, submission, or certification to the Federal Government under a contract connected with a project that is financed in whole or in part with Federal assistance originally awarded by FTA under the authority of 49 U.S.C. § 5307, the Government reserves the right to impose the penalties of 18 U.S.C. § 1001 and 49 U.S.C. § 5307 (n)(1) on the Contractor, to the extent the Federal Government deems appropriate.

Contractor agrees to include the above clauses in each subcontract financed in whole or in part with Federal assistance provided by FTA. It is further agreed that the clauses shall not be modified, except to identify the subcontractor who will be subject to the provisions.

Offeror agrees to comply with all terms and conditions outlined in the FEMA Special Conditions section of this solicitation.

Offeror’s Name: ______________________________________________ Address, City, State, and Zip Code:
_____________________________________________________________________________ Phone Number: ________________________ Fax Number: ______________________________ Printed Name and Title of Authorized Representative:
____________________________________________________________ Email Address: _____________________________________________ Signature of Authorized Representative: ____________________________________ Date: ________________________________
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78 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.

DOC #1 Ownership Disclosure Form
DOC #2 Non-Collusion Affidavit
DOC #3 Affirmative Action Affidavit
DOC #4 Political Contribution Disclosure Form
DOC #5 Stockholder Disclosure Certification
DOC #6 Disclosure of Investment Activities in Iran
DOC #7 Certification of Non‐Involvement in Prohibited Activities in Russia or Belarus DOC #8 New Jersey Business Registration Certificate
DOC #9 EEOAA Evidence
DOC #10 MacBride Principals Form
New Jersey suppliers are required to comply with the following New Jersey statutes when applicable:
• all anti-discrimination laws, including those contained in N.J.S.A. 10:2-1 through N.J.S.A. 10:2-14, N.J.S.A. 10:5-1, and N.J.S.A. 10:5-31 through 10:5-38; • Prevailing Wage Act, N.J.S.A. 34:11-56.26, for all contracts within the contemplation of the Act;
• Public Works Contractor Registration Act, N.J.S.A. 34:11-56.26; and • Bid and Performance Security, as required by the applicable municipal or state statutes. 2339
79 DOC #1

STATEMENT OF OWNERSHIP DISCLOSURE
N.J.S.A. 52:25-24.2 (P.L. 1977, c.33, as amended by P.L. 2016, c.43) This statement shall be completed, certified to, and included with all bid and proposal submissions.

Failure to submit the required information is cause for automatic rejection of the bid or proposal.

Name of Organization:_____________________________________________________ Organization Address:_____________________________________________________ Part I Check the box that represents the type of business organization:
Sole Proprietorship (skip Parts II and III, execute certification in Part IV) Non-Profit Corporation (skip Parts II and III, execute certification in Part IV) For-Profit Corporation (any type) Limited Liability Company (LLC) Partnership Limited Partnership Limited Liability Partnership (LLP) Other (be specific): ______________________________________________ Part II
 The list below contains the names and addresses of all stockholders in the corporation who own 10 percent or more of its stock, of any class, or of all individual partners in the partnership who own a 10 percent or greater interest therein, or of all members in the limited liability company who own a 10 percent or greater interest therein, as the case may be. (COMPLETE THE LIST BELOW IN THIS SECTION)
OR
 No one stockholder in the corporation owns 10 percent or more of its stock, of any class, or no individual partner in the partnership owns a 10 percent or greater interest therein, or no member in the limited liability company owns a 10 percent or greater interest therein, as the case may be. (SKIP TO PART IV)
(Please attach additional sheets if more space is needed):

Name of Individual or Business Entity Home Address (for Individuals) or Business Address 2340
80 Part III DISCLOSURE OF 10% OR GREATER OWNERSHIP IN THE STOCKHOLDERS,

PARTNERS OR LLC MEMBERS LISTED IN PART II
If a bidder has a direct or indirect parent entity which is publicly traded, and any person holds a 10 percent or greater beneficial interest in the publicly traded parent entity as of the last annual federal Security and Exchange Commission (SEC) or foreign equivalent filing, ownership disclosure can be met by providing links to the website(s) containing the last annual filing(s) with the federal Securities and Exchange Commission (or foreign equivalent) that contain the name and address of each person holding a 10% or greater beneficial interest in the publicly traded parent entity, along with the relevant page numbers of the filing(s) that contain the information on each such person. Attach additional sheets if more space is needed.

Website (URL) containing the last annual SEC (or foreign equivalent) filing Page #’s Please list the names and addresses of each stockholder, partner or member owning a 10 percent or greater interest in any corresponding corporation, partnership and/or limited liability company (LLC) listed in Part II other than for any publicly traded parent entities referenced above. The disclosure shall be continued until names and addresses of every noncorporate stockholder, and individual partner, and member exceeding the 10 percent ownership criteria established pursuant to N.J.S.A. 52:25-24.2 has been listed. Attach additional sheets if more space is needed.

Stockholder/Partner/Member and
Corresponding Entity Listed in Part II
Home Address (for Individuals) or Business Address
Part IV Certification
I, being duly sworn upon my oath, hereby represent that the foregoing information and any attachments thereto to the best of my knowledge are true and complete. I acknowledge: that I am authorized to execute this certification on behalf of the bidder/proposer; that the <name of contracting unit> is relying on the information contained herein and that I am under a continuing obligation from the date of this certification through the completion of any contracts with <type of contracting unit> to notify the <type of contracting unit> in writing of any changes to the information contained herein; that I am aware that it is a criminal offense to make a false statement or misrepresentation in this certification, and if I do so, I am subject to criminal prosecution under the law and that it will constitute a material breach of my agreement(s) with the, permitting the <type of contracting unit> to declare any contract(s) resulting from this certification void and unenforceable.

Full Name (Print): Title:

Signature: Date:
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81 DOC #2

NON-COLLUSION AFFIDAVIT

STANDARD BID DOCUMENT REFERENCE
Reference: VII-H
Name of Form: NON-COLLUSION AFFIDAVIT
Statutory Reference: No specific statutory reference
State Statutory Reference N.J.S.A. 52:34-15
Instructions Reference: Statutory and Other Requirements VII-H Description:

The Owner’s use of this form is optional. It is used to ensure that the bidder has not participated in any collusion with any other bidder or Owner representative or otherwise taken any action in restraint of free and competitive bidding.
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82 NON-COLLUSION AFFIDAVIT
State of New Jersey
County of _________________ ss:

I, ________________________________ residing in ___________________________________ (name of affiant) (name of municipality)
in the County of _______________________________ and State of _____________________of full age, being duly sworn according to law on my oath depose and say that:

I am _____________________________________ of the firm of _________________________ (title or position) (name of firm) _____________________________________ the bidder making this Proposal for the bid entitled ______________________________, and that I executed the said proposal with (title of bid proposal) full authority to do so that said bidder has not, directly or indirectly entered into any agreement, participated in any collusion, or otherwise taken any action in restraint of free, competitive bidding in connection with the above named project; and that all statements contained in said proposal and in this affidavit are true and correct, and made with full knowledge that the ______________ _________________________relies upon the truth of the statements contained in said Proposal (name of contracting unit) and in the statements contained in this affidavit in awarding the contract for the said project.

I further warrant that no person or selling agency has been employed or retained to solicit or secure such contract upon an agreement or understanding for a commission, percentage, brokerage, or contingent fee, except bona fide employees or bona fide established commercial or selling agencies maintained by _________________________________________________.

Subscribed and sworn to
before me this day _____________________________
Signature
________________, 2____ ___________________________________ (Type or print name of affiant under signature)
_____________________________
Notary public of
My Commission expires _______________
(Seal)
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83 DOC #3

AFFIRMATIVE ACTION AFFIDAVIT
(P.L. 1975, C.127)
Company Name:

Street:

City, State, Zip Code:

Proposal Certification:

Indicate below company’s compliance with New Jersey Affirmative Action regulations. Company’s proposal will be accepted even if company is not in compliance at this time. No contract and/or purchase order may be issued, however, until all Affirmative Action requirements are met.

Required Affirmative Action Evidence:

Procurement, Professional & Service Contracts (Exhibit A) Vendors must submit with proposal:

1. A photocopy of a valid letter that the contractor is operating under an existing Federally approved or sanctioned affirmative action program (good for one year from the date of the letter);
OR

2. A photocopy of a Certificate of Employee Information Report approval, issued in accordance with N.J.A.C. 17:27-4;
OR

3. A photocopy of an Employee Information Report (Form AA302) provided by the Division of Contract Compliance and Equal Employment Opportunity in Public Contracts and distributed to the public agency to be completed by the contractor in accordance with N.J.A.C. 17:27-4.

Public Work – Over $50,000 Total Project Cost:

A. No approved Federal or New Jersey Affirmative Action Plan. We will complete Report Form AA201. A project contract ID number will be assigned to your firm upon receipt of the completed Initial Project Workforce Report (AA201) for this contract.

B. Approved Federal or New Jersey Plan – certificate enclosed I further certify that the statements and information contained herein, are complete and correct to the best of my knowledge and belief.
_________________________ _________________________________ Date Authorized Signature and Title
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84 DOC #3, continued
P.L. 1995, c. 127 (N.J.A.C. 17:27)

MANDATORY AFFIRMATIVE ACTION LANGUAGE

PROCUREMENT, PROFESSIONAL AND SERVICE

CONTRACTS
During the performance of this contract, the contractor agrees as follows:

The contractor or subcontractor, where applicable, will not discriminate against any employee or applicant for employment because of age, race, creed, color, national origin, ancestry, marital status, sex, affectional or sexual orientation. The contractor will take affirmative action to ensure that such applicants are recruited and employed, and that employees are treated during employment, without regard to their age, race, creed, color, national origin, ancestry, marital status, sex, affectional or sexual orientation. Such action shall include, but not be limited to the following: employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided by the Public Agency Compliance Officer setting forth provisions of this nondiscrimination clause.

The contractor or subcontractor, where applicable will, in all solicitations or advertisement for employees placed by or on behalf of the contractor, state that all qualified applicants will receive consideration for employment without regard to age, race, creed, color, national origin, ancestry, marital status, sex, affectional or sexual orientation.

The contractor or subcontractor, where applicable, will send to each labor union or representative of workers with which it has a collective bargaining agreement or other contract or understanding, a notice, to be provided by the agency contracting officer advising the labor union or workers' representative of the contractor's commitments under this act and shall post copies of the notice in conspicuous places available to employees and applicants for employment.

The contractor or subcontractor, where applicable, agrees to comply with any regulations promulgated by the Treasurer pursuant to P.L. 1975, c. 127, as amended and supplemented from time to time and the Americans with Disabilities Act.

The contractor or subcontractor agrees to attempt in good faith to employ minority and female workers trade consistent with the applicable county employment goal prescribed by N.J.A.C. 17:27-5.2 promulgated by the Treasurer pursuant to P.L. 1975, C.127, as amended and supplemented from time to time or in accordance with a binding determination of the applicable county employment goals determined by the Affirmative Action Office pursuant to N.J.A.C. 17:27-5.2 promulgated by the Treasurer pursuant to P.L. 1975, C.127, as amended and supplemented from time to time.

The contractor or subcontractor agrees to inform in writing appropriate recruitment agencies in the area, including employment agencies, placement bureaus, colleges, universities, labor unions, that it does not discriminate on the basis of age, creed, color, national origin, ancestry, marital status, sex, affectional or sexual orientation, and that it will discontinue the use of any recruitment agency which engages in direct or indirect discriminatory practices.

The contractor or subcontractor agrees to revise any of it testing procedures, if necessary, to assure that all personnel testing conforms with the principles of job-related testing, as established by the statutes and court decisions of the state of New Jersey and as established by applicable Federal law and applicable Federal court decisions.

The contractor or subcontractor agrees to review all procedures relating to transfer, upgrading, downgrading and lay-off to ensure that all such actions are taken without regard to age, creed, color, national origin, ancestry, marital status, sex, affectional or sexual orientation, and conform with the applicable employment goals, consistent with the statutes and court decisions of the State of New Jersey, and applicable Federal law and applicable Federal court decisions.

The contractor and its subcontractors shall furnish such reports or other documents to the Affirmative Action Office as may be requested by the office from time to time in order to carry out the purposes of these regulations, and public agencies shall furnish such information as may be requested by the Affirmative Action Office for conducting a compliance investigation pursuant to Subchapter 10 of the Administrative Code (NJAC 17:27). ________________________________________________
Signature of Procurement Agent
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85 DOC #4
C. 271 POLITICAL CONTRIBUTION DISCLOSURE FORM
Public Agency Instructions
This page provides guidance to public agencies entering into contracts with business entities that are required to file Political Contribution Disclosure forms with the agency. It is not intended to be provided to contractors. What follows are instructions on the use of form local units can provide to contractors that are required to disclose political contributions pursuant to N.J.S.A. 19:44A-20.26 (P.L. 2005, c. 271, s.2). Additional information on the process is available in Local Finance Notice 2006-1 (http://www.nj.gov/dca/divisions/dlgs/resources/lfns_2006.html). Please refer back to these instructions for the appropriate links, as the Local Finance Notices include links that are no longer operational.

1. The disclosure is required for all contracts in excess of $17,500 that are not awarded pursuant to a “fair and open” process (N.J.S.A. 19:44A-20.7).

2. Due to the potential length of some contractor submissions, the public agency should consider allowing data to be submitted in electronic form (i.e., spreadsheet, pdf file, etc.). Submissions must be kept with the contract documents or in an appropriate computer file and be available for public access. The form is worded to accept this alternate submission.

The text should be amended if electronic submission will not be allowed.

3. The submission must be received from the contractor and on file at least 10 days prior to award of the contract. Resolutions of award should reflect that the disclosure has been received and is on file.

4. The contractor must disclose contributions made to candidate and party committees covering a wide range of public agencies, including all public agencies that have elected officials in the county of the public agency, state legislative positions, and various state entities. The Division of Local Government Services recommends that contractors be provided a list of the affected agencies. This will assist contractors in determining the campaign and political committees of the officials and candidates affected by the disclosure.
a. The Division has prepared model disclosure forms for each county. They can be downloaded from the “County PCD Forms” link on the Pay-to-Play web site at http://www.nj.gov/dca/divisions/dlgs/programs/lpcl.html#12. They will be updated from time-to-time as necessary.
b. A public agency using these forms should edit them to properly reflect the correct legislative district(s). As the forms are county-based, they list all legislative districts in each county. Districts that do not represent the public agency should be removed from the lists.
c. Some contractors may find it easier to provide a single list that covers all contributions, regardless of the county. These submissions are appropriate and should be accepted.
d. The form may be used “as-is”, subject to edits as described herein. e. The “Contractor Instructions” sheet is intended to be provided with the form. It is recommended that the Instructions and the form be printed on the same piece of paper. The form notes that the Instructions are printed on the back of the form; where that is not the case, the text should be edited accordingly. f. The form is a Word document and can be edited to meet local needs, and posted for download on web sites, used as an e-mail attachment, or provided as a printed document.

5. It is recommended that the contractor also complete a “Stockholder Disclosure Certification.” This will assist the local unit in its obligation to ensure that contractor did not make any prohibited contributions to the committees listed on the Business Entity Disclosure Certification in the 12 months prior to the contract (See Local Finance Notice 2006-7 for additional information on this obligation at http://www.nj.gov/dca/divisions/dlgs/resources/lfns_2006.html). A sample Certification form is part of this package and the instruction to complete it is included in the Contractor Instructions. NOTE: This section is not applicable to Boards of Education.
2346
86 DOC #4, continued
C. 271 POLITICAL CONTRIBUTION DISCLOSURE FORM
Contractor Instructions
Business entities (contractors) receiving contracts from a public agency that are NOT awarded pursuant to a “fair and open” process (defined at N.J.S.A. 19:44A-20.7) are subject to the provisions of P.L. 2005, c. 271, s.2 (N.J.S.A. 19:44A-20.26). This law provides that 10 days prior to the award of such a contract, the contractor shall disclose contributions to:
• any State, county, or municipal committee of a political party • any legislative leadership committee*
• any continuing political committee (a.k.a., political action committee) • any candidate committee of a candidate for, or holder of, an elective office:
o of the public entity awarding the contract
o of that county in which that public entity is located o of another public entity within that county
o or of a legislative district in which that public entity is located or, when the public entity is a county, of any legislative district which includes all or part of the county The disclosure must list reportable contributions to any of the committees that exceed $300 per election cycle that were made during the 12 months prior to award of the contract. See N.J.S.A. 19:44A-8 and 19:44A-16 for more details on reportable contributions.

N.J.S.A. 19:44A-20.26 itemizes the parties from whom contributions must be disclosed when a business entity is not a natural person. This includes the following:
• individuals with an “interest” ownership or control of more than 10% of the profits or assets of a business entity or 10% of the stock in the case of a business entity that is a corporation for profit • all principals, partners, officers, or directors of the business entity or their spouses • any subsidiaries directly or indirectly controlled by the business entity • IRS Code Section 527 New Jersey based organizations, directly or indirectly controlled by the business entity and filing as continuing political committees, (PACs).

When the business entity is a natural person, “a contribution by that person’s spouse or child, residing therewith, shall be deemed to be a contribution by the business entity.” [N.J.S.A. 19:44A-20.26(b)] The contributor must be listed on the disclosure.

Any business entity that fails to comply with the disclosure provisions shall be subject to a fine imposed by ELEC in an amount to be determined by the Commission which may be based upon the amount that the business entity failed to report.

The enclosed list of agencies is provided to assist the contractor in identifying those public agencies whose elected official and/or candidate campaign committees are affected by the disclosure requirement. It is the contractor’s responsibility to identify the specific committees to which contributions may have been made and need to be disclosed. The disclosed information may exceed the minimum requirement.

The enclosed form, a content-consistent facsimile, or an electronic data file containing the required details (along with a signed cover sheet) may be used as the contractor’s submission and is disclosable to the public under the Open Public Records Act.

The contractor must also complete the attached Stockholder Disclosure Certification. This will assist the agency in meeting its obligations under the law. NOTE: This section does not apply to Board of Education contracts. * N.J.S.A. 19:44A-3(s): “The term "legislative leadership committee" means a committee established, authorized to be established, or designated by the President of the Senate, the Minority Leader of the Senate, the Speaker of the General Assembly or the Minority Leader of the General Assembly pursuant to section 16 of P.L.1993, c.65 (C.19:44A10.1) for the purpose of receiving contributions and making expenditures.” 2347
87 DOC #4, continued
C. 271 POLITICAL CONTRIBUTION DISCLOSURE FORM
Required Pursuant to N.J.S.A. 19:44A-20.26
This form or its permitted facsimile must be submitted to the local unit no later than 10 days prior to the award of the contract.

Part I – Vendor Information
Vendor Name:

Address:

City: State: Zip:

The undersigned being authorized to certify, hereby certifies that the submission provided herein represents compliance with the provisions of N.J.S.A. 19:44A-20.26 and as represented by the Instructions accompanying this form.
_______________________ _______________________ ________________________ Signature Printed Name Title
Part II – Contribution Disclosure
Disclosure requirement: Pursuant to N.J.S.A. 19:44A-20.26 this disclosure must include all reportable political contributions (more than $300 per election cycle) over the 12 months prior to submission to the committees of the government entities listed on the form provided by the local unit.
 Check here if disclosure is provided in electronic form Contributor Name Recipient Name Date Dollar Amount
$
 Check here if the information is continued on subsequent page(s) 2348
88 DOC #4, continued
List of Agencies with Elected Officials Required for Political Contribution Disclosure N.J.S.A. 19:44A-20.26
County Name:

State: Governor, and Legislative Leadership Committees
Legislative District #s:

State Senator and two members of the General Assembly per district.

County:

Freeholders County Clerk Sheriff
{County Executive} Surrogate
Municipalities (Mayor and members of governing body, regardless of title):

USERS SHOULD CREATE THEIR OWN FORM, OR DOWNLOAD

FROM THE PAY TO PLAY SECTION OF THE DLGS WEBSITE A
COUNTY-BASED, CUSTOMIZABLE FORM.
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89 DOC #5

STOCKHOLDER DISCLOSURE CERTIFICATION
Name of Business:
 I certify that the list below contains the names and home addresses of all stockholders holding 10% or more of the issued and outstanding stock of the undersigned.

OR
 I certify that no one stockholder owns 10% or more of the issued and outstanding stock of the undersigned.

Check the box that represents the type of business organization:
Partnership Corporation Sole Proprietorship

Limited Partnership Limited Liability Corporation Limited Liability Partnership Subchapter S Corporation
Sign and notarize the form below, and, if necessary, complete the stockholder list below.

Stockholders:

Name: Name:

Home Address: Home Address:

Name: Name:

Home Address: Home Address:

Name: Name:

Home Address: Home Address:

Subscribed and sworn before me this ___ day of
___________, 2__.
(Notary Public)
My Commission expires:
_________________________________
(Affiant)
________________________________
(Print name & title of affiant)
(Corporate Seal)
2350
90 DOC #6

DISCLOSURE OF INVESTMENT ACTIVITIES IN IRAN FORM

STATE OF NEW JERSEY

DEPARTMENT OF THE TREASURY - DIVISION OF PURCHASE AND PROPERTY 33 WEST STATE STREET, P.O. BOX 230 TRENTON, NEW JERSEY 08625-0230 BID SOLICITATION # AND TITLE: ______________________________________________________________________ VENDOR NAME: ____________________________________________________________________________________ Pursuant to N.J.S.A. 52:32-57, et seq. (P.L. 2012, c.25 and P.L. 2021, c.4) any person or entity that submits a bid or proposal or otherwise proposes to enter into or renew a contract must certify that neither the person nor entity, nor any of its parents, subsidiaries, or affiliates, is identified on the New Jersey Department of the Treasury’s Chapter 25 List as a person or entity engaged in investment activities in Iran. The Chapter 25 list is found on the Division’s website at https://www.state.nj.us/treasury/purchase/pdf/Chapter25List.pdf. Vendors/Bidders must review this list prior to completing the below certification. If the Director of the Division of Purchase and Property finds a person or entity to be in violation of the law, s/he shall take action as may be appropriate and provided by law, rule or contract, including but not limited to, imposing sanctions, seeking compliance, recovering damages, declaring the party in default and seeking debarment or suspension of the party.

Entity Engaged in Investment Activities
Relationship to Vendor/ Bidder
Description of Activities
Duration of Engagement
Anticipated Cessation Date
*Attach Additional Sheets If Necessary.

CERTIFICATION
I, the undersigned, certify that I am authorized to execute this certification on behalf of the Vendor, that the foregoing information and any attachments hereto, to the best of my knowledge are true and complete. I acknowledge that the State of New Jersey is relying on the information contained herein, and that the Vendor is under a continuing obligation fromthe date of this certification through the completion of any contract(s) with the State to notify the State in writing of any changes to the information contained herein; that I am aware that it is a criminal offense to make a false statement or misrepresentation in this certification. If I do so, I may be subject to criminal prosecution under the law, and it will constitute a material breach of my contract(s) with the State, permitting the State to declare any contract(s) resulting fromthis certification void and unenforceable. ____________________________________ ________________________________ Signature Date _____________________________________________________
Print Name and Title
DPP Rev. 12.13.2021

CHECK THE APPROPRIATE BOX
I certify, pursuant to N.J.S.A. 52:32-57, et seq. (P.L. 2012, c.25 and P.L. 2021, c.4), that neither the Vendor/Bidder listed above nor any of its parents, subsidiaries, or affiliates is listed on the New Jersey Department of the Treasury’s Chapter 25 List of entities determined to be engaged in prohibited activities in Iran.

OR
I amunable to certify as above because the Vendor/Bidder and/or one ormore of its parents, subsidiaries, or affiliates is listed on the New Jersey Department of the Treasury’s Chapter 25 List. I will provide a detailed, accurate and precise description of the activities of the Vendor/Bidder, or one of its parents, subsidiaries or affiliates, has engaged in regarding investment activities in Iran by completing the information requested below.

________________________________________________
________________________________________________
________________________________________________
________________________________________________
________________________________________________
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CERTIFICATION OF NON‐INVOLVEMENT IN PROHIBITED ACTIVITIES IN RUSSIAOR BELARUS Pursuant to N.J.S.A. 52:32-60.1, et seq. (L. 2022, c. 3) any person or entity (hereinafter “Vendori”) that seeks to enter into or renew a contract with a State agency for the provision of goods or services, or the purchase of bonds or other obligations, must complete the certification below indicating whether or not the Vendor is identified on the Office of Foreign Assets Control (OFAC) Specially Designated Nationals and Blocked Persons list, available here:
https://sanctionssearch.ofac.treas.gov/. If the Department of the Treasury finds that a Vendor has made a certification in violation of the law, it shall take any action as may be appropriate and provided by law, rule or contract, including but not limited to, imposing sanctions, seeking compliance, recovering damages, declaring the party in default and seeking debarment or suspension of the party.

I, the undersigned, certify that I have read the definition of “Vendor” below, and have reviewed the Office of Foreign Assets Control (OFAC) Specially Designated Nationals and Blocked Persons list, and having done so certify:
(Check the Appropriate Box)
A. That the Vendor is not identified on the OFAC Specially Designated Nationals and Blocked Persons list on account of activity related to Russia and/or Belarus.

OR
B. That I am unable to certify as to “A” above, because the Vendor is identified on the OFAC Specially Designated Nationals and Blocked Persons list on account of activity related to Russia and/or Belarus.

OR
C.

That I am unable to certify as to “A” above, because the Vendor is identified on the OFAC Specially Designated Nationals and Blocked Persons list. However, the Vendor is engaged in activity related to Russia and/or Belarus consistent with federal law, regulation, license or exemption. A detailed description of how the Vendor’s activity related to Russia and/or Belarus is consistent with federal law is set forth below.
(Attach Additional Sheets If
Necessary.)
Signature of Vendor’s Authorized Representative Date
Print Name and Title of Vendor’s Authorized Representative Vendor’s FEIN Vendor’s Name Vendor’s Phone Number
Vendor’s Address (Street Address) Vendor’s Fax Number
Vendor’s Address (City/State/Zip Code) Vendor’s Email Address i Vendor means: (1) A natural person, corporation, company, limited partnership, limited liability partnership, limited liability company, business association, sole proprietorship, joint venture, partnership, society, trust, or any other nongovernmental entity, organization, or group; (2) Any governmental entity or instrumentality of a government, including a multilateral development institution, as defined in Section 1701(c)(3) of the International Financial Institutions Act, 22 U.S.C. 262r(c)(3); or (3) Any parent, successor, subunit, direct or indirect subsidiary, or any entity under common ownership or control with, any entity described in paragraph (1) or (2). NJ Rev. 1.22.2024 2352
92 DOC #8