NEW JERSEY BUSINESS REGISTRATION CERTIFICATE
(N.J.S.A. 52:32-44)
Offerors wishing to do business in New Jersey must submit their State Division of Revenue issued Business Registration Certificate with their proposal here. Failure to do so will disqualify the Offeror from offering products or services in New Jersey through any resulting contract. https://www.njportal.com/DOR/BusinessRegistration/
2353
DOC #9
EEOAA EVIDENCE
Equal Employment Opportunity/Affirmative Action
Goods, Professional Services & General Service Projects EEO/AA Evidence
Vendors are required to submit evidence of compliance with N.J.S.A. 10:5-31 et seq. and N.J.A.C. 17:27 in order to be considered a responsible vendor.
One of the following must be included with submission:
• Copy of Letter of Federal Approval
• Certificate of Employee Information Report
• Fully Executed Form AA302
• Fully Executed EEO-1 Report
See the guidelines at:
https://www.state.nj.us/treasury/contract_compliance/documents/pdf/gui delines/pa.pdf for further information.
I certify that my bid package includes the required evidence per the above list and State website.
Name: ______________________________ Title: _____________________ Signature: ___________________________ Date: _____________________ 2354
94 DOC #10
MACBRIDE-PRINCIPLES
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 Public Law 1995, c. 134, a responsible Vendor/Bidder is required to provide a certification in compliance with the MacBride Principles and Northern Ireland Act of 1989. Pursuant to N.J.S.A. 52:34-12.2, Vendor/Bidder must complete the certification below by checking one of the two options listed below and signing where indicated. If a Vendor/Bidder that would otherwise be awarded a purchase, contract or agreement does not complete the certification, then the Director may determine, in accordance with applicable law and rules, that it is in the best interest of the State to award the purchase, contract or agreement to another Vendor/ Bidder that has completed the certification and has submitted a bid within five (5) percent of the most advantageous bid. If the Director finds contractors to be in violation of the principles that are the subject of this law, he/she shall take such 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, on behalf the Vendor/Bidder, certify pursuant to N.J.S.A. 52:34-12.2 that:
CHECK THE APPROPRIATE BOX
The Vendor/Bidder has no business operations in Northern Ireland; or OR
The Vendor/Bidder will take lawful steps in good faith to conduct any business operations it has in Northern Ireland in accordance with the MacBride principles of nondiscrimination in employment as set forth in section 2 of P.L. 1987, c. 177 (N.J.S.A. 52:18A-89.5) and in conformance with the United Kingdom’s Fair Employment (Northern Ireland) Act of 1989, and permit independent monitoring of its compliance with those principles.
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 from this certification void and unenforceable.
Signature Date
Print Name and Title
DPP Rev. 12.13.2021
2355
95 Exhibit H
Advertising Compliance Requirement
Pursuant to certain state notice provisions, including but not limited to Oregon Revised Statutes Chapter 279A.210, Chapter 279A.220, and other related provisions, the following public agencies and political subdivisions of the referenced public agencies are eligible to register with OMNIA Partners and access the Master Agreement contract award made pursuant to this solicitation, and are hereby given notice of the foregoing request for proposals for purposes of complying with the procedural requirements of said statutes:
Nationwide:
State of Alabama State of Hawaii Commonwealth of
Massachusetts
State of New Mexico State of South
Dakota
State of Alaska State of Idaho State of Michigan State of New York State of Tennessee State of Arizona State of Illinois State of Minnesota State of North Carolina State of Texas State of Arkansas State of Indiana State of Mississippi State of North Dakota State of Utah State of California State of Iowa State of Missouri State of Ohio State of Vermont State of Colorado State of Kansas State of Montana State of Oklahoma Commonwealth of Virginia
State of Connecticut Commonwealth of
Kentucky
State of Nebraska State of Oregon State of
Washington
State of Delaware State of Louisiana State of Nevada Commonwealth of Pennsylvania
State of West
Virginia
State of Florida State of Maine State of New
Hampshire
State of Rhode Island State of Wisconsin
State of Georgia State of Maryland State of New Jersey State of South Carolina State of Wyoming District of Columbia U.S. Territories
Lists of political subdivisions and local governments in the above referenced states, districts, and territories may be found at http://www.usa.gov/state-governments and https://www.usa.gov/local-governments.
Certain Public Agencies and Political Subdivisions:
2356
96 CITIES, TOWNS, VILLAGES AND BOROUGHS INCLUDING BUT NOT LIMITED TO:
BAKER CITY GOLF COURSE, OR
CITY OF ADAIR VILLAGE, OR
CITY OF ASHLAND, OR
CITY OF AUMSVILLE, OR
CITY OF AURORA, OR
CITY OF BAKER, OR
CITY OF BATON ROUGE, LA
CITY OF BEAVERTON, OR
CITY OF BEND, OR
CITY OF BOARDMAN, OR
CITY OF BONANAZA, OR
CITY OF BOSSIER CITY, LA
CITY OF BROOKINGS, OR
CITY OF BURNS, OR
CITY OF CANBY, OR
CITY OF CANYONVILLE, OR
CITY OF CLATSKANIE, OR
CITY OF COBURG, OR
CITY OF CONDON, OR
CITY OF COQUILLE, OR
CITY OF CORVALLI, OR
CITY OF CORVALLIS PARKS AND RECREATION DEPARTMENT, OR
CITY OF COTTAGE GROVE, OR
CITY OF DONALD, OR
CITY OF EUGENE, OR
CITY OF FOREST GROVE, OR
CITY OF GOLD HILL, OR
CITY OF GRANTS PASS, OR
CITY OF GRESHAM, OR
CITY OF HILLSBORO, OR
CITY OF INDEPENDENCE, OR
CITY AND COUNTY OF HONOLULU, HI
CITY OF KENNER, LA
CITY OF LA GRANDE, OR
CITY OF LAFAYETTE, LA
CITY OF LAKE CHARLES, OR
CITY OF LEBANON, OR
CITY OF MCMINNVILLE, OR
CITY OF MEDFORD, OR
CITY OF METAIRIE, LA
CITY OF MILL CITY, OR
CITY OF MILWAUKIE, OR
CITY OF MONROE, LA
CITY OF MOSIER, OR
CITY OF NEW ORLEANS, LA
CITY OF NORTH PLAINS, OR
CITY OF OREGON CITY, OR
CITY OF PILOT ROCK, OR
CITY OF PORTLAND, OR
CITY OF POWERS, OR
CITY OF PRINEVILLE, OR
CITY OF REDMOND, OR
CITY OF REEDSPORT, OR
CITY OF RIDDLE, OR
CITY OF ROGUE RIVER, OR
CITY OF ROSEBURG, OR
CITY OF SALEM, OR
CITY OF SANDY, OR
CITY OF SCAPPOOSE, OR
2357
97 CITY OF SHADY COVE, OR
CITY OF SHERWOOD, OR
CITY OF SHREVEPORT, LA
CITY OF SILVERTON, OR
CITY OF SPRINGFIELD, OR
CITY OF ST. HELENS, OR
CITY OF ST. PAUL, OR
CITY OF SULPHUR, LA
CITY OF TIGARD, OR
CITY OF TROUTDALE, OR
CITY OF TUALATIN, OR
CITY OF WALKER, LA
CITY OF WARRENTON, OR
CITY OF WEST LINN, OR
CITY OF WILSONVILLE, OR
CITY OF WINSTON, OR
CITY OF WOODBURN, OR
LEAGUE OF OREGON CITES
THE CITY OF HAPPY VALLEY OREGON
ALPINE, UT
ALTA, UT
ALTAMONT, UT
ALTON, UT
AMALGA, UT
AMERICAN FORK CITY, UT
ANNABELLA, UT
ANTIMONY, UT
APPLE VALLEY, UT
AURORA, UT
BALLARD, UT
BEAR RIVER CITY, UT
BEAVER, UT
BICKNELL, UT
BIG WATER, UT
BLANDING, UT
BLUFFDALE, UT
BOULDER, UT
CITY OF BOUNTIFUL, UT
BRIAN HEAD, UT
BRIGHAM CITY CORPORATION, UT
BRYCE CANYON CITY, UT
CANNONVILLE, UT
CASTLE DALE, UT
CASTLE VALLEY, UT
CITY OF CEDAR CITY, UT
CEDAR FORT, UT
CITY OF CEDAR HILLS, UT
CENTERFIELD, UT
CENTERVILLE CITY CORPORATION, UT
CENTRAL VALLEY, UT
CHARLESTON, UT
CIRCLEVILLE, UT
CLARKSTON, UT
CLAWSON, UT
CLEARFIELD, UT
CLEVELAND, UT
CLINTON CITY CORPORATION, UT
COALVILLE, UT
CORINNE, UT
CORNISH, UT
2358
98 COTTONWOOD HEIGHTS, UT
DANIEL, UT
DELTA, UT
DEWEYVILLE, UT
DRAPER CITY, UT
DUCHESNE, UT
EAGLE MOUNTAIN, UT
EAST CARBON, UT
ELK RIDGE, UT
ELMO, UT
ELSINORE, UT
ELWOOD, UT
EMERY, UT
ENOCH, UT
ENTERPRISE, UT
EPHRAIM, UT
ESCALANTE, UT
EUREKA, UT
FAIRFIELD, UT
FAIRVIEW, UT
FARMINGTON, UT
FARR WEST, UT
FAYETTE, UT
FERRON, UT
FIELDING, UT
FILLMORE, UT
FOUNTAIN GREEN, UT
FRANCIS, UT
FRUIT HEIGHTS, UT
GARDEN CITY, UT
GARLAND, UT
GENOLA, UT
GLENDALE, UT
GLENWOOD, UT
GOSHEN, UT
GRANTSVILLE, UT
GREEN RIVER, UT
GUNNISON, UT
HANKSVILLE, UT
HARRISVILLE, UT
HATCH, UT
HEBER CITY CORPORATION, UT
HELPER, UT
HENEFER, UT
HENRIEVILLE, UT
HERRIMAN, UT
HIDEOUT, UT
HIGHLAND, UT
HILDALE, UT
HINCKLEY, UT
HOLDEN, UT
HOLLADAY, UT
HONEYVILLE, UT
HOOPER, UT
HOWELL, UT
HUNTINGTON, UT
HUNTSVILLE, UT
CITY OF HURRICANE, UT
HYDE PARK, UT
HYRUM, UT
2359
99 INDEPENDENCE, UT
IVINS, UT
JOSEPH, UT
JUNCTION, UT
KAMAS, UT
KANAB, UT
KANARRAVILLE, UT
KANOSH, UT
KAYSVILLE, UT
KINGSTON, UT
KOOSHAREM, UT
LAKETOWN, UT
LA VERKIN, UT
LAYTON, UT
LEAMINGTON, UT
LEEDS, UT
LEHI CITY CORPORATION, UT
LEVAN, UT
LEWISTON, UT
LINDON, UT
LOA, UT
LOGAN CITY, UT
LYMAN, UT
LYNNDYL, UT
MANILA, UT
MANTI, UT
MANTUA, UT
MAPLETON, UT
MARRIOTT-SLATERVILLE, UT
MARYSVALE, UT
MAYFIELD, UT
MEADOW, UT
MENDON, UT
MIDVALE CITY INC., UT
MIDWAY, UT
MILFORD, UT
MILLVILLE, UT
MINERSVILLE, UT
MOAB, UT
MONA, UT
MONROE, UT
CITY OF MONTICELLO, UT
MORGAN, UT
MORONI, UT
MOUNT PLEASANT, UT
MURRAY CITY CORPORATION, UT
MYTON, UT
NAPLES, UT
NEPHI, UT
NEW HARMONY, UT
NEWTON, UT
NIBLEY, UT
NORTH LOGAN, UT
NORTH OGDEN, UT
NORTH SALT LAKE CITY, UT
OAK CITY, UT
OAKLEY, UT
OGDEN CITY CORPORATION, UT
OPHIR, UT
ORANGEVILLE, UT
2360
100
ORDERVILLE, UT
OREM, UT
PANGUITCH, UT
PARADISE, UT
PARAGONAH, UT
PARK CITY, UT
PAROWAN, UT
PAYSON, UT
PERRY, UT
PLAIN CITY, UT
PLEASANT GROVE CITY, UT
PLEASANT VIEW, UT
PLYMOUTH, UT
PORTAGE, UT
PRICE, UT
PROVIDENCE, UT
PROVO, UT
RANDOLPH, UT
REDMOND, UT
RICHFIELD, UT
RICHMOND, UT
RIVERDALE, UT
RIVER HEIGHTS, UT
RIVERTON CITY, UT
ROCKVILLE, UT
ROCKY RIDGE, UT
ROOSEVELT CITY CORPORATION, UT
ROY, UT
RUSH VALLEY, UT
CITY OF ST. GEORGE, UT
SALEM, UT
SALINA, UT
SALT LAKE CITY CORPORATION, UT
SANDY, UT
SANTA CLARA, UT
SANTAQUIN, UT
SARATOGA SPRINGS, UT
SCIPIO, UT
SCOFIELD, UT
SIGURD, UT
SMITHFIELD, UT
SNOWVILLE, UT
CITY OF SOUTH JORDAN, UT
SOUTH OGDEN, UT
CITY OF SOUTH SALT LAKE, UT
SOUTH WEBER, UT
SPANISH FORK, UT
SPRING CITY, UT
SPRINGDALE, UT
SPRINGVILLE, UT
STERLING, UT
STOCKTON, UT
SUNNYSIDE, UT
SUNSET CITY CORP, UT
SYRACUSE, UT
TABIONA, UT
CITY OF TAYLORSVILLE, UT
TOOELE CITY CORPORATION, UT
TOQUERVILLE, UT
TORREY, UT
2361
101
TREMONTON CITY, UT
TRENTON, UT
TROPIC, UT
UINTAH, UT
VERNAL CITY, UT
VERNON, UT
VINEYARD, UT
VIRGIN, UT
WALES, UT
WALLSBURG, UT
WASHINGTON CITY, UT
WASHINGTON TERRACE, UT
WELLINGTON, UT
WELLSVILLE, UT
WENDOVER, UT
WEST BOUNTIFUL, UT
WEST HAVEN, UT
WEST JORDAN, UT
WEST POINT, UT
WEST VALLEY CITY, UT
WILLARD, UT
WOODLAND HILLS, UT
WOODRUFF, UT
WOODS CROSS, UT
COUNTIES AND PARISHES INCLUDING BUT NOT LIMITED TO:
ASCENSION PARISH, LA
ASCENSION PARISH, LA, CLEAR OF COURT
CADDO PARISH, LA
CALCASIEU PARISH, LA
CALCASIEU PARISH SHERIFF’S OFFICE, LA
CITY AND COUNTY OF HONOLULU, HI
CLACKAMAS COUNTY, OR
CLACKAMAS COUNTY DEPT OF TRANSPORTATION, OR
CLATSOP COUNTY, OR
COLUMBIA COUNTY, OR
COOS COUNTY, OR
COOS COUNTY HIGHWAY DEPARTMENT, OR
COUNTY OF HAWAII, OR
CROOK COUNTY, OR
CROOK COUNTY ROAD DEPARTMENT, OR
CURRY COUNTY, OR
DESCHUTES COUNTY, OR
DOUGLAS COUNTY, OR
EAST BATON ROUGE PARISH, LA
GILLIAM COUNTY, OR
GRANT COUNTY, OR
HARNEY COUNTY, OR
HARNEY COUNTY SHERIFFS OFFICE, OR
HAWAII COUNTY, HI
HOOD RIVER COUNTY, OR
JACKSON COUNTY, OR
JEFFERSON COUNTY, OR
JEFFERSON PARISH, LA
JOSEPHINE COUNTY GOVERNMENT, OR
LAFAYETTE CONSOLIDATED GOVERNMENT, LA
LAFAYETTE PARISH, LA
LAFAYETTE PARISH CONVENTION & VISITORS COMMISSION
LAFOURCHE PARISH, LA
KAUAI COUNTY, HI
2362
102
KLAMATH COUNTY, OR
LAKE COUNTY, OR
LANE COUNTY, OR
LINCOLN COUNTY, OR
LINN COUNTY, OR
LIVINGSTON PARISH, LA
MALHEUR COUNTY, OR
MAUI COUNTY, HI
MARION COUNTY, SALEM, OR
MORROW COUNTY, OR
MULTNOMAH COUNTY, OR
MULTNOMAH COUNTY BUSINESS AND COMMUNITY SERVICES, OR
MULTNOMAH COUNTY SHERIFFS OFFICE, OR
MULTNOMAH LAW LIBRARY, OR
ORLEANS PARISH, LA
PLAQUEMINES PARISH, LA
POLK COUNTY, OR
RAPIDES PARISH, LA
SAINT CHARLES PARISH, LA
SAINT CHARLES PARISH PUBLIC SCHOOLS, LA
SAINT LANDRY PARISH, LA
SAINT TAMMANY PARISH, LA
SHERMAN COUNTY, OR
TERREBONNE PARISH, LA
TILLAMOOK COUNTY, OR
TILLAMOOK COUNTY SHERIFF'S OFFICE, OR
TILLAMOOK COUNTY GENERAL HOSPITAL, OR
UMATILLA COUNTY, OR
UNION COUNTY, OR
WALLOWA COUNTY, OR
WASCO COUNTY, OR
WASHINGTON COUNTY, OR
WEST BATON ROUGE PARISH, LA
WHEELER COUNTY, OR
YAMHILL COUNTY, OR
COUNTY OF BOX ELDER, UT
COUNTY OF CACHE, UT
COUNTY OF RICH, UT
COUNTY OF WEBER, UT
COUNTY OF MORGAN, UT
COUNTY OF DAVIS, UT
COUNTY OF SUMMIT, UT
COUNTY OF DAGGETT, UT
COUNTY OF SALT LAKE, UT
COUNTY OF TOOELE, UT
COUNTY OF UTAH, UT
COUNTY OF WASATCH, UT
COUNTY OF DUCHESNE, UT
COUNTY OF UINTAH, UT
COUNTY OF CARBON, UT
COUNTY OF SANPETE, UT
COUNTY OF JUAB, UT
COUNTY OF MILLARD, UT
COUNTY OF SEVIER, UT
COUNTY OF EMERY, UT
COUNTY OF GRAND, UT
COUNTY OF BEVER, UT
COUNTY OF PIUTE, UT
COUNTY OF WAYNE, UT
COUNTY OF SAN JUAN, UT
2363
103
COUNTY OF GARFIELD, UT
COUNTY OF KANE, UT
COUNTY OF IRON, UT
COUNTY OF WASHINGTON, UT
OTHER AGENCIES INCLUDING ASSOCIATIONS, BOARDS, DISTRICTS, COMMISSIONS, COUNCILS, PUBLIC
CORPORATIONS, PUBLIC DEVELOPMENT AUTHORITIES, RESERVATIONS AND UTILITIES INCLUDING BUT NOT LIMITED TO:
ADAIR R.F.P.D., OR
ADEL WATER IMPROVEMENT DISTRICT, OR
ADRIAN R.F.P.D., OR
AGNESS COMMUNITY LIBRARY, OR
AGNESS-ILLAHE R.F.P.D., OR
AGRICULTURE EDUCATION SERVICE EXTENSION DISTRICT, OR
ALDER CREEK-BARLOW WATER DISTRICT NO. 29, OR
ALFALFA FIRE DISTRICT, OR
ALSEA R.F.P.D., OR
ALSEA RIVIERA WATER IMPROVEMENT DISTRICT, OR
AMITY FIRE DISTRICT, OR
ANTELOPE MEADOWS SPECIAL ROAD DISTRICT, OR
APPLE ROGUE DISTRICT IMPROVEMENT COMPANY, OR
APPLEGATE VALLEY R.F.P.D. #9, OR
ARCH CAPE DOMESTIC WATER SUPPLY DISTRICT, OR
ARCH CAPE SANITARY DISTRICT, OR
ARNOLD IRRIGATION DISTRICT, OR
ASH CREEK WATER CONTROL DISTRICT, OR
ATHENA CEMETERY MAINTENANCE DISTRICT, OR
AUMSVILLE R.F.P.D., OR
AURORA R.F.P.D., OR
AZALEA R.F.P.D., OR
BADGER IMPROVEMENT DISTRICT, OR
BAILEY-SPENCER R.F.P.D., OR
BAKER COUNTY LIBRARY DISTRICT, OR
BAKER R.F.P.D., OR
BAKER RIVERTON ROAD DISTRICT, OR
BAKER VALLEY IRRIGATION DISTRICT, OR
BAKER VALLEY S.W.C.D., OR
BAKER VALLEY VECTOR CONTROL DISTRICT, OR
BANDON CRANBERRY WATER CONTROL DISTRICT, OR
BANDON R.F.P.D., OR
BANKS FIRE DISTRICT, OR
BANKS FIRE DISTRICT #13, OR
BAR L RANCH ROAD DISTRICT, OR
BARLOW WATER IMPROVEMENT DISTRICT, OR
BASIN AMBULANCE SERVICE DISTRICT, OR
BASIN TRANSIT SERVICE TRANSPORTATION DISTRICT, OR
BATON ROUGE WATER COMPANY
BAY AREA HEALTH DISTRICT, OR
BAYSHORE SPECIAL ROAD DISTRICT, OR
BEAR VALLEY SPECIAL ROAD DISTRICT, OR
BEAVER CREEK WATER CONTROL DISTRICT, OR
BEAVER DRAINAGE IMPROVEMENT COMPANY, INC., OR
BEAVER SLOUGH DRAINAGE DISTRICT, OR
BEAVER SPECIAL ROAD DISTRICT, OR
BEAVER WATER DISTRICT, OR
BELLE MER S.I.G.L. TRACTS SPECIAL ROAD DISTRICT, OR
BEND METRO PARK AND RECREATION DISTRICT
BENTON S.W.C.D., OR
BERNDT SUBDIVISION WATER IMPROVEMENT DISTRICT, OR
BEVERLY BEACH WATER DISTRICT, OR
2364
104
BIENVILLE PARISH FIRE PROTECTION DISTRICT 6, LA
BIG BEND IRRIGATION DISTRICT, OR
BIGGS SERVICE DISTRICT, OR
BLACK BUTTE RANCH DEPARTMENT OF POLICE SERVICES, OR
BLACK BUTTE RANCH R.F.P.D., OR
BLACK MOUNTAIN WATER DISTRICT, OR
BLODGETT-SUMMIT R.F.P.D., OR
BLUE MOUNTAIN HOSPITAL DISTRICT, OR
BLUE MOUNTAIN TRANSLATOR DISTRICT, OR
BLUE RIVER PARK & RECREATION DISTRICT, OR
BLUE RIVER WATER DISTRICT, OR
BLY R.F.P.D., OR
BLY VECTOR CONTROL DISTRICT, OR
BLY WATER AND SANITARY DISTRICT, OR
BOARDMAN CEMETERY MAINTENANCE DISTRICT, OR
BOARDMAN PARK AND RECREATION DISTRICT
BOARDMAN R.F.P.D., OR
BONANZA BIG SPRINGS PARK & RECREATION DISTRICT, OR
BONANZA MEMORIAL PARK CEMETERY DISTRICT, OR
BONANZA R.F.P.D., OR
BONANZA-LANGELL VALLEY VECTOR CONTROL DISTRICT, OR
BORING WATER DISTRICT #24, OR
BOULDER CREEK RETREAT SPECIAL ROAD DISTRICT, OR
BRIDGE R.F.P.D., OR
BROOKS COMMUNITY SERVICE DISTRICT, OR
BROWNSVILLE R.F.P.D., OR
BUELL-RED PRAIRIE WATER DISTRICT, OR
BUNKER HILL R.F.P.D. #1, OR
BUNKER HILL SANITARY DISTRICT, OR
BURLINGTON WATER DISTRICT, OR
BURNT RIVER IRRIGATION DISTRICT, OR
BURNT RIVER S.W.C.D., OR
CALAPOOIA R.F.P.D., OR
CAMAS VALLEY R.F.P.D., OR
CAMELLIA PARK SANITARY DISTRICT, OR
CAMMANN ROAD DISTRICT, OR
CAMP SHERMAN ROAD DISTRICT, OR
CANBY AREA TRANSIT, OR
CANBY R.F.P.D. #62, OR
CANBY UTILITY BOARD, OR
CANNON BEACH R.F.P.D., OR
CANYONVILLE SOUTH UMPQUA FIRE DISTRICT, OR
CAPE FERRELO R.F.P.D., OR
CAPE FOULWEATHER SANITARY DISTRICT, OR
CARLSON PRIMROSE SPECIAL ROAD DISTRICT, OR
CARMEL BEACH WATER DISTRICT, OR
CASCADE VIEW ESTATES TRACT 2, OR
CEDAR CREST SPECIAL ROAD DISTRICT, OR
CEDAR TRAILS SPECIAL ROAD DISTRICT, OR
CEDAR VALLEY - NORTH BANK R.F.P.D., OR
CENTRAL CASCADES FIRE AND EMS, OR
CENTRAL CITY ECONOMIC OPPORTUNITY CORP, LA
CENTRAL LINCOLN P.U.D., OR
CENTRAL OREGON COAST FIRE & RESCUE DISTRICT, OR
CENTRAL OREGON INTERGOVERNMENTAL COUNCIL
CENTRAL OREGON IRRIGATION DISTRICT, OR
CHAPARRAL WATER CONTROL DISTRICT, OR
CHARLESTON FIRE DISTRICT, OR
CHARLESTON SANITARY DISTRICT, OR
CHARLOTTE ANN WATER DISTRICT, OR
2365
105
CHEHALEM PARK & RECREATION DISTRICT, OR
CHEHALEM PARK AND RECREATION DISTRICT
CHEMULT R.F.P.D., OR
CHENOWITH WATER P.U.D., OR
CHERRIOTS, OR
CHETCO COMMUNITY PUBLIC LIBRARY DISTRICT, OR
CHILOQUIN VECTOR CONTROL DISTRICT, OR
CHILOQUIN-AGENCY LAKE R.F.P.D., OR
CHINOOK DRIVE SPECIAL ROAD DISTRICT, OR
CHR DISTRICT IMPROVEMENT COMPANY, OR
CHRISTMAS VALLEY DOMESTIC WATER DISTRICT, OR
CHRISTMAS VALLEY PARK & RECREATION DISTRICT, OR
CHRISTMAS VALLEY R.F.P.D., OR
CITY OF BOGALUSA SCHOOL BOARD, LA
CLACKAMAS COUNTY FIRE DISTRICT #1, OR
CLACKAMAS COUNTY SERVICE DISTRICT #1, OR
CLACKAMAS COUNTY VECTOR CONTROL DISTRICT, OR
CLACKAMAS RIVER WATER
CLACKAMAS RIVER WATER, OR
CLACKAMAS S.W.C.D., OR
CLATSKANIE DRAINAGE IMPROVEMENT COMPANY, OR
CLATSKANIE LIBRARY DISTRICT, OR
CLATSKANIE P.U.D., OR
CLATSKANIE PARK & RECREATION DISTRICT, OR
CLATSKANIE PEOPLE'S UTILITY DISTRICT
CLATSKANIE R.F.P.D., OR
CLATSOP CARE CENTER HEALTH DISTRICT, OR
CLATSOP COUNTY S.W.C.D., OR
CLATSOP DRAINAGE IMPROVEMENT COMPANY #15, INC., OR
CLEAN WATER SERVICES
CLEAN WATER SERVICES, OR
CLOVERDALE R.F.P.D., OR
CLOVERDALE SANITARY DISTRICT, OR
CLOVERDALE WATER DISTRICT, OR
COALEDO DRAINAGE DISTRICT, OR
COBURG FIRE DISTRICT, OR
COLESTIN RURAL FIRE DISTRICT, OR
COLTON R.F.P.D., OR
COLTON WATER DISTRICT #11, OR
COLUMBIA 911 COMMUNICATIONS DISTRICT, OR
COLUMBIA COUNTY 4-H & EXTENSION SERVICE DISTRICT, OR
COLUMBIA DRAINAGE VECTOR CONTROL, OR
COLUMBIA IMPROVEMENT DISTRICT, OR
COLUMBIA R.F.P.D., OR
COLUMBIA RIVER FIRE & RESCUE, OR
COLUMBIA RIVER PUD, OR
COLUMBIA S.W.C.D., OR
COLUMBIA S.W.C.D., OR
CONFEDERATED TRIBES OF THE UMATILLA INDIAN RESERVATION
COOS COUNTY AIRPORT DISTRICT, OR
COOS COUNTY AIRPORT DISTRICT, OR
COOS COUNTY AREA TRANSIT SERVICE DISTRICT, OR
COOS COUNTY AREA TRANSIT SERVICE DISTRICT, OR
COOS FOREST PROTECTIVE ASSOCIATION
COOS S.W.C.D., OR
COQUILLE R.F.P.D., OR
COQUILLE VALLEY HOSPITAL DISTRICT, OR
CORBETT WATER DISTRICT, OR
CORNELIUS R.F.P.D., OR
CORP RANCH ROAD WATER IMPROVEMENT, OR
2366
106
CORVALLIS R.F.P.D., OR
COUNTRY CLUB ESTATES SPECIAL WATER DISTRICT, OR
COUNTRY CLUB WATER DISTRICT, OR
COUNTRY ESTATES ROAD DISTRICT, OR
COVE CEMETERY MAINTENANCE DISTRICT, OR
COVE ORCHARD SEWER SERVICE DISTRICT, OR
COVE R.F.P.D., OR
CRESCENT R.F.P.D., OR
CRESCENT SANITARY DISTRICT, OR
CRESCENT WATER SUPPLY AND IMPROVEMENT DISTRICT, OR
CROOK COUNTY AGRICULTURE EXTENSION SERVICE DISTRICT, OR
CROOK COUNTY CEMETERY DISTRICT, OR
CROOK COUNTY FIRE AND RESCUE, OR
CROOK COUNTY PARKS & RECREATION DISTRICT, OR
CROOK COUNTY S.W.C.D., OR
CROOK COUNTY VECTOR CONTROL DISTRICT, OR
CROOKED RIVER RANCH R.F.P.D., OR
CROOKED RIVER RANCH SPECIAL ROAD DISTRICT, OR
CRYSTAL SPRINGS WATER DISTRICT, OR
CURRY COUNTY 4-H & EXTENSION SERVICE DISTRICT, OR
CURRY COUNTY PUBLIC TRANSIT SERVICE DISTRICT, OR
CURRY COUNTY S.W.C.D., OR
CURRY HEALTH DISTRICT, OR
CURRY PUBLIC LIBRARY DISTRICT, OR
DALLAS CEMETERY DISTRICT #4, OR
DARLEY DRIVE SPECIAL ROAD DISTRICT, OR
DAVID CROCKETT STEAM FIRE COMPANY #1, LA
DAYS CREEK R.F.P.D., OR
DAYTON FIRE DISTRICT, OR
DEAN MINARD WATER DISTRICT, OR
DEE IRRIGATION DISTRICT, OR
DEER ISLAND DRAINAGE IMPROVEMENT COMPANY, OR
DELL BROGAN CEMETERY MAINTENANCE DISTRICT, OR
DEPOE BAY R.F.P.D., OR
DESCHUTES COUNTY 911 SERVICE DISTRICT, OR
DESCHUTES COUNTY R.F.P.D. #2, OR
DESCHUTES PUBLIC LIBRARY DISTRICT, OR
DESCHUTES S.W.C.D., OR
DESCHUTES VALLEY WATER DISTRICT, OR
DEVILS LAKE WATER IMPROVEMENT DISTRICT, OR
DEXTER R.F.P.D., OR
DEXTER SANITARY DISTRICT, OR
DORA-SITKUM R.F.P.D., OR
DOUGLAS COUNTY FIRE DISTRICT #2, OR
DOUGLAS S.W.C.D., OR
DRAKES CROSSING R.F.P.D., OR
DRRH SPECIAL ROAD DISTRICT #6, OR
DRY GULCH DITCH DISTRICT IMPROVEMENT COMPANY, OR
DUFUR RECREATION DISTRICT, OR
DUMBECK LANE DOMESTIC WATER SUPPLY, OR
DUNDEE R.F.P.D., OR
DURKEE COMMUNITY BUILDING PRESERVATION DISTRICT, OR
EAGLE POINT IRRIGATION DISTRICT, OR
EAGLE VALLEY CEMETERY MAINTENANCE DISTRICT, OR
EAGLE VALLEY R.F.P.D., OR
EAGLE VALLEY S.W.C.D., OR
EAST FORK IRRIGATION DISTRICT, OR
EAST MULTNOMAH S.W.C.D., OR
EAST SALEM SERVICE DISTRICT, OR
EAST UMATILLA CHEMICAL CONTROL DISTRICT, OR
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EAST UMATILLA COUNTY AMBULANCE AREA HEALTH DISTRICT, OR EAST UMATILLA COUNTY R.F.P.D., OR
EAST VALLEY WATER DISTRICT, OR
ELGIN COMMUNITY PARKS & RECREATION DISTRICT, OR
ELGIN HEALTH DISTRICT, OR
ELGIN R.F.P.D., OR
ELKTON ESTATES PHASE II SPECIAL ROAD DISTRICT, OR
ELKTON R.F.P.D., OR
EMERALD P.U.D., OR
ENTERPRISE IRRIGATION DISTRICT, OR
ESTACADA CEMETERY MAINTENANCE DISTRICT, OR
ESTACADA R.F.P.D. #69, OR
EUGENE R.F.P.D. # 1, OR
EUGENE WATER AND ELECTRIC BOARD
EVANS VALLEY FIRE DISTRICT #6, OR
FAIR OAKS R.F.P.D., OR
FAIRVIEW R.F.P.D., OR
FAIRVIEW WATER DISTRICT, OR
FALCON HEIGHTS WATER AND SEWER, OR
FALCON-COVE BEACH WATER DISTRICT, OR
FALL RIVER ESTATES SPECIAL ROAD DISTRICT, OR
FARGO INTERCHANGE SERVICE DISTRICT, OR
FARMERS IRRIGATION DISTRICT, OR
FAT ELK DRAINAGE DISTRICT, OR
FERN RIDGE PUBLIC LIBRARY DISTRICT, OR
FERN VALLEY ESTATES IMPROVEMENT DISTRICT, OR
FOR FAR ROAD DISTRICT, OR
FOREST GROVE R.F.P.D., OR
FOREST VIEW SPECIAL ROAD DISTRICT, OR
FORT ROCK-SILVER LAKE S.W.C.D., OR
FOUR RIVERS VECTOR CONTROL DISTRICT, OR
FOX CEMETERY MAINTENANCE DISTRICT, OR
GARDINER R.F.P.D., OR
GARDINER SANITARY DISTRICT, OR
GARIBALDI R.F.P.D., OR
GASTON R.F.P.D., OR
GATES R.F.P.D., OR
GEARHART R.F.P.D., OR
GILLIAM S.W.C.D., OR
GLENDALE AMBULANCE DISTRICT, OR
GLENDALE R.F.P.D., OR
GLENEDEN BEACH SPECIAL ROAD DISTRICT, OR
GLENEDEN SANITARY DISTRICT, OR
GLENWOOD WATER DISTRICT, OR
GLIDE - IDLEYLD SANITARY DISTRICT, OR
GLIDE R.F.P.D., OR
GOLD BEACH - WEDDERBURN R.F.P.D., OR
GOLD HILL IRRIGATION DISTRICT, OR
GOLDFINCH ROAD DISTRICT, OR
GOSHEN R.F.P.D., OR
GOVERNMENT CAMP ROAD DISTRICT, OR
GOVERNMENT CAMP SANITARY DISTRICT, OR
GRAND PRAIRIE WATER CONTROL DISTRICT, OR
GRAND RONDE SANITARY DISTRICT, OR
GRANT COUNTY TRANSPORTATION DISTRICT, OR
GRANT S.W.C.D., OR
GRANTS PASS IRRIGATION DISTRICT, OR
GREATER BOWEN VALLEY R.F.P.D., OR
GREATER ST. HELENS PARK & RECREATION DISTRICT, OR
GREATER TOLEDO POOL RECREATION DISTRICT, OR
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GREEN KNOLLS SPECIAL ROAD DISTRICT, OR
GREEN SANITARY DISTRICT, OR
GREENACRES R.F.P.D., OR
GREENBERRY IRRIGATION DISTRICT, OR
GREENSPRINGS RURAL FIRE DISTRICT, OR
HAHLEN ROAD SPECIAL DISTRICT, OR
HAINES CEMETERY MAINTENANCE DISTRICT, OR
HAINES FIRE PROTECTION DISTRICT, OR
HALSEY-SHEDD R.F.P.D., OR
HAMLET R.F.P.D., OR
HARBOR R.F.P.D., OR
HARBOR SANITARY DISTRICT, OR
HARBOR WATER P.U.D., OR
HARNEY COUNTY HEALTH DISTRICT, OR
HARNEY S.W.C.D., OR
HARPER SOUTH SIDE IRRIGATION DISTRICT, OR
HARRISBURG FIRE AND RESCUE, OR
HAUSER R.F.P.D., OR
HAZELDELL RURAL FIRE DISTRICT, OR
HEBO JOINT WATER-SANITARY AUTHORITY, OR
HECETA WATER P.U.D., OR
HELIX CEMETERY MAINTENANCE DISTRICT #4, OR
HELIX PARK & RECREATION DISTRICT, OR
HELIX R.F.P.D. #7-411, OR
HEPPNER CEMETERY MAINTENANCE DISTRICT, OR
HEPPNER R.F.P.D., OR
HEPPNER WATER CONTROL DISTRICT, OR
HEREFORD COMMUNITY HALL RECREATION DISTRICT, OR
HERMISTON CEMETERY DISTRICT, OR
HERMISTON IRRIGATION DISTRICT, OR
HIDDEN VALLEY MOBILE ESTATES IMPROVEMENT DISTRICT, OR
HIGH DESERT PARK & RECREATION DISTRICT, OR
HIGHLAND SUBDIVISION WATER DISTRICT, OR
HONOLULU INTERNATIONAL AIRPORT
HOOD RIVER COUNTY LIBRARY DISTRICT, OR
HOOD RIVER COUNTY TRANSPORTATION DISTRICT, OR
HOOD RIVER S.W.C.D., OR
HOOD RIVER VALLEY PARKS & RECREATION DISTRICT, OR
HOODLAND FIRE DISTRICT #74
HOODLAND FIRE DISTRICT #74, OR
HORSEFLY IRRIGATION DISTRICT, OR
HOSKINS-KINGS VALLEY R.F.P.D., OR
HOUSING AUTHORITY OF PORTLAND
HUBBARD R.F.P.D., OR
HUDSON BAY DISTRICT IMPROVEMENT COMPANY, OR
I N (KAY) YOUNG DITCH DISTRICT IMPROVEMENT COMPANY, OR
ICE FOUNTAIN WATER DISTRICT, OR
IDAHO POINT SPECIAL ROAD DISTRICT, OR
IDANHA-DETROIT RURAL FIRE PROTECTION DISTRICT, OR
ILLINOIS VALLEY FIRE DISTRICT
ILLINOIS VALLEY R.F.P.D., OR
ILLINOIS VALLEY S.W.C.D., OR
IMBLER R.F.P.D., OR
INTERLACHEN WATER P.U.D., OR
IONE LIBRARY DISTRICT, OR
IONE R.F.P.D. #6-604, OR
IRONSIDE CEMETERY MAINTENANCE DISTRICT, OR
IRONSIDE RURAL ROAD DISTRICT #5, OR
IRRIGON PARK & RECREATION DISTRICT, OR
IRRIGON R.F.P.D., OR
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ISLAND CITY AREA SANITATION DISTRICT, OR
ISLAND CITY CEMETERY MAINTENANCE DISTRICT, OR
JACK PINE VILLAGE SPECIAL ROAD DISTRICT, OR
JACKSON COUNTY FIRE DISTRICT #3, OR
JACKSON COUNTY FIRE DISTRICT #4, OR
JACKSON COUNTY FIRE DISTRICT #5, OR
JACKSON COUNTY LIBRARY DISTRICT, OR
JACKSON COUNTY VECTOR CONTROL DISTRICT, OR
JACKSON S.W.C.D., OR
JASPER KNOLLS WATER DISTRICT, OR
JEFFERSON COUNTY EMERGENCY MEDICAL SERVICE DISTRICT, OR JEFFERSON COUNTY FIRE DISTRICT #1, OR
JEFFERSON COUNTY LIBRARY DISTRICT, OR
JEFFERSON COUNTY S.W.C.D., OR
JEFFERSON PARK & RECREATION DISTRICT, OR
JEFFERSON R.F.P.D., OR
JOB'S DRAINAGE DISTRICT, OR
JOHN DAY WATER DISTRICT, OR
JOHN DAY-CANYON CITY PARKS & RECREATION DISTRICT, OR
JOHN DAY-FERNHILL R.F.P.D. #5-108, OR
JORDAN VALLEY CEMETERY DISTRICT, OR
JORDAN VALLEY IRRIGATION DISTRICT, OR
JOSEPHINE COMMUNITY LIBRARY DISTRICT, OR
JOSEPHINE COUNTY 4-H & EXTENSION SERVICE DISTRICT, OR
JOSEPHINE COUNTY 911 AGENCY, OR
JUNCTION CITY R.F.P.D., OR
JUNCTION CITY WATER CONTROL DISTRICT, OR
JUNIPER BUTTE ROAD DISTRICT, OR
JUNIPER CANYON WATER CONTROL DISTRICT, OR
JUNIPER FLAT DISTRICT IMPROVEMENT COMPANY, OR
JUNIPER FLAT R.F.P.D., OR
JUNO NONPROFIT WATER IMPROVEMENT DISTRICT, OR
KEATING R.F.P.D., OR
KEATING S.W.C.D., OR
KEIZER R.F.P.D., OR
KELLOGG RURAL FIRE DISTRICT, OR
KENO IRRIGATION DISTRICT, OR
KENO PINES ROAD DISTRICT, OR
KENO R.F.P.D., OR
KENT WATER DISTRICT, OR
KERBY WATER DISTRICT, OR
K-GB-LB WATER DISTRICT, OR
KILCHIS WATER DISTRICT, OR
KLAMATH 9-1-1 COMMUNICATIONS DISTRICT, OR
KLAMATH BASIN IMPROVEMENT DISTRICT, OR
KLAMATH COUNTY DRAINAGE SERVICE DISTRICT, OR
KLAMATH COUNTY EXTENSION SERVICE DISTRICT, OR
KLAMATH COUNTY FIRE DISTRICT #1, OR
KLAMATH COUNTY FIRE DISTRICT #3, OR
KLAMATH COUNTY FIRE DISTRICT #4, OR
KLAMATH COUNTY FIRE DISTRICT #5, OR
KLAMATH COUNTY LIBRARY SERVICE DISTRICT, OR
KLAMATH COUNTY PREDATORY ANIMAL CONTROL DISTRICT, OR
KLAMATH DRAINAGE DISTRICT, OR
KLAMATH FALLS FOREST ESTATES SPECIAL ROAD DISTRICT UNIT #2, OR
KLAMATH INTEROPERABILITY RADIO GROUP, OR
KLAMATH IRRIGATION DISTRICT, OR
KLAMATH RIVER ACRES SPECIAL ROAD DISTRICT, OR
KLAMATH S.W.C.D., OR
KLAMATH VECTOR CONTROL DISTRICT, OR
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KNAPPA-SVENSEN-BURNSIDE R.F.P.D., OR
LA GRANDE CEMETERY MAINTENANCE DISTRICT, OR
LA GRANDE R.F.P.D., OR
LA PINE PARK & RECREATION DISTRICT, OR
LA PINE R.F.P.D., OR
LABISH VILLAGE SEWAGE & DRAINAGE, OR
LACOMB IRRIGATION DISTRICT, OR
LAFAYETTE AIRPORT COMMISSION, LA
LAFOURCHE PARISH HEALTH UNIT – DHH-OPH REGION 3
LAIDLAW WATER DISTRICT, OR
LAKE CHINOOK FIRE & RESCUE, OR
LAKE COUNTY 4-H & EXTENSION SERVICE DISTRICT, OR
LAKE COUNTY LIBRARY DISTRICT, OR
LAKE CREEK R.F.P.D. - JACKSON, OR
LAKE CREEK R.F.P.D. - LANE COUNTY, OR
LAKE DISTRICT HOSPITAL, OR
LAKE GROVE R.F.P.D. NO. 57, OR
LAKE GROVE WATER DISTRICT, OR
LAKE LABISH WATER CONTROL DISTRICT, OR
LAKE POINT SPECIAL ROAD DISTRICT, OR
LAKESIDE R.F.P.D. #4, OR
LAKESIDE WATER DISTRICT, OR
LAKEVIEW R.F.P.D., OR
LAKEVIEW S.W.C.D., OR
LAMONTAI IMPROVEMENT DISTRICT, OR
LANE FIRE AUTHORITY, OR
LANE LIBRARY DISTRICT, OR
LANE TRANSIT DISTRICT, OR
LANGELL VALLEY IRRIGATION DISTRICT, OR
LANGLOIS PUBLIC LIBRARY, OR
LANGLOIS R.F.P.D., OR
LANGLOIS WATER DISTRICT, OR
LAZY RIVER SPECIAL ROAD DISTRICT, OR
LEBANON AQUATIC DISTRICT, OR
LEBANON R.F.P.D., OR
LEWIS & CLARK R.F.P.D., OR
LINCOLN COUNTY LIBRARY DISTRICT, OR
LINCOLN S.W.C.D., OR
LINN COUNTY EMERGENCY TELEPHONE AGENCY, OR
LINN S.W.C.D., OR
LITTLE MUDDY CREEK WATER CONTROL, OR
LITTLE NESTUCCA DRAINAGE DISTRICT, OR
LITTLE SWITZERLAND SPECIAL ROAD DISTRICT, OR
LONE PINE IRRIGATION DISTRICT, OR
LONG PRAIRIE WATER DISTRICT, OR
LOOKINGGLASS OLALLA WATER CONTROL DISTRICT, OR
LOOKINGGLASS RURAL FIRE DISTRICT, OR
LORANE R.F.P.D., OR
LOST & BOULDER DITCH IMPROVEMENT DISTRICT, OR
LOST CREEK PARK SPECIAL ROAD DISTRICT, OR
LOUISIANA PUBLIC SERVICE COMMISSION, LA
LOUISIANA WATER WORKS
LOWELL R.F.P.D., OR
LOWER MCKAY CREEK R.F.P.D., OR
LOWER MCKAY CREEK WATER CONTROL DISTRICT, OR
LOWER POWDER RIVER IRRIGATION DISTRICT, OR
LOWER SILETZ WATER DISTRICT, OR
LOWER UMPQUA HOSPITAL DISTRICT, OR
LOWER UMPQUA PARK & RECREATION DISTRICT, OR
LOWER VALLEY WATER IMPROVEMENT DISTRICT, OR
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111
LUCE LONG DITCH DISTRICT IMPROVEMENT CO., OR
LUSTED WATER DISTRICT, OR
LYONS R.F.P.D., OR
LYONS-MEHAMA WATER DISTRICT, OR
MADRAS AQUATIC CENTER DISTRICT, OR
MAKAI SPECIAL ROAD DISTRICT, OR
MALHEUR COUNTY S.W.C.D., OR
MALHEUR COUNTY VECTOR CONTROL DISTRICT, OR
MALHEUR DISTRICT IMPROVEMENT COMPANY, OR
MALHEUR DRAINAGE DISTRICT, OR
MALHEUR MEMORIAL HEALTH DISTRICT, OR
MALIN COMMUNITY CEMETERY MAINTENANCE DISTRICT, OR
MALIN COMMUNITY PARK & RECREATION DISTRICT, OR
MALIN IRRIGATION DISTRICT, OR
MALIN R.F.P.D., OR
MAPLETON FIRE DEPARTMENT, OR
MAPLETON WATER DISTRICT, OR
MARCOLA WATER DISTRICT, OR
MARION COUNTY EXTENSION & 4H SERVICE DISTRICT, OR
MARION COUNTY FIRE DISTRICT #1, OR
MARION JACK IMPROVEMENT DISTRICT, OR
MARION S.W.C.D., OR
MARY'S RIVER ESTATES ROAD DISTRICT, OR
MCDONALD FOREST ESTATES SPECIAL ROAD DISTRICT, OR
MCKAY ACRES IMPROVEMENT DISTRICT, OR
MCKAY DAM R.F.P.D. # 7-410, OR
MCKENZIE FIRE & RESCUE, OR
MCKENZIE PALISADES WATER SUPPLY CORPORATION, OR
MCMINNVILLE R.F.P.D., OR
MCNULTY WATER P.U.D., OR
MEADOWS DRAINAGE DISTRICT, OR
MEDFORD IRRIGATION DISTRICT, OR
MEDFORD R.F.P.D. #2, OR
MEDFORD WATER COMMISSION
MEDICAL SPRINGS R.F.P.D., OR
MELHEUR COUNTY JAIL, OR
MERLIN COMMUNITY PARK DISTRICT, OR
MERRILL CEMETERY MAINTENANCE DISTRICT, OR
MERRILL PARK DISTRICT, OR
MERRILL R.F.P.D., OR
METRO REGIONAL GOVERNMENT
METRO REGIONAL PARKS
METROPOLITAN EXPOSITION RECREATION COMMISSION
METROPOLITAN SERVICE DISTRICT (METRO)
MID COUNTY CEMETERY MAINTENANCE DISTRICT, OR
MID-COLUMBIA FIRE AND RESCUE, OR
MIDDLE FORK IRRIGATION DISTRICT, OR
MIDLAND COMMUNITY PARK, OR
MIDLAND DRAINAGE IMPROVEMENT DISTRICT, OR
MILES CROSSING SANITARY SEWER DISTRICT, OR
MILL CITY R.F.P.D. #2-303, OR
MILL FOUR DRAINAGE DISTRICT, OR
MILLICOMA RIVER PARK & RECREATION DISTRICT, OR
MILLINGTON R.F.P.D. #5, OR
MILO VOLUNTEER FIRE DEPARTMENT, OR
MILTON-FREEWATER AMBULANCE SERVICE AREA HEALTH DISTRICT, OR
MILTON-FREEWATER WATER CONTROL DISTRICT, OR
MIROCO SPECIAL ROAD DISTRICT, OR
MIST-BIRKENFELD R.F.P.D., OR
MODOC POINT IRRIGATION DISTRICT, OR
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112
MODOC POINT SANITARY DISTRICT, OR
MOHAWK VALLEY R.F.P.D., OR
MOLALLA AQUATIC DISTRICT, OR
MOLALLA R.F.P.D. #73, OR
MONITOR R.F.P.D., OR
MONROE R.F.P.D., OR
MONUMENT CEMETERY MAINTENANCE DISTRICT, OR
MONUMENT S.W.C.D., OR
MOOREA DRIVE SPECIAL ROAD DISTRICT, OR
MORO R.F.P.D., OR
MORROW COUNTY HEALTH DISTRICT, OR
MORROW COUNTY UNIFIED RECREATION DISTRICT, OR
MORROW S.W.C.D., OR
MOSIER FIRE DISTRICT, OR
MOUNTAIN DRIVE SPECIAL ROAD DISTRICT, OR
MT. ANGEL R.F.P.D., OR
MT. HOOD IRRIGATION DISTRICT, OR
MT. LAKI CEMETERY DISTRICT, OR
MT. VERNON R.F.P.D., OR
MULINO WATER DISTRICT #1, OR
MULTNOMAH COUNTY DRAINAGE DISTRICT #1, OR
MULTNOMAH COUNTY R.F.P.D. #10, OR
MULTNOMAH COUNTY R.F.P.D. #14, OR
MULTNOMAH EDUCATION SERVICE DISTRICT
MYRTLE CREEK R.F.P.D., OR
NEAH-KAH-NIE WATER DISTRICT, OR
NEDONNA R.F.P.D., OR
NEHALEM BAY FIRE AND RESCUE, OR
NEHALEM BAY HEALTH DISTRICT, OR
NEHALEM BAY WASTEWATER AGENCY, OR
NESIKA BEACH-OPHIR WATER DISTRICT, OR
NESKOWIN REGIONAL SANITARY AUTHORITY, OR
NESKOWIN REGIONAL WATER DISTRICT, OR
NESTUCCA R.F.P.D., OR
NETARTS WATER DISTRICT, OR
NETARTS-OCEANSIDE R.F.P.D., OR
NETARTS-OCEANSIDE SANITARY DISTRICT, OR
NEW BRIDGE WATER SUPPLY DISTRICT, OR
NEW CARLTON FIRE DISTRICT, OR
NEW ORLEANS REDEVELOPMENT AUTHORITY, LA
NEW PINE CREEK R.F.P.D., OR
NEWBERG R.F.P.D., OR
NEWBERRY ESTATES SPECIAL ROAD DISTRICT, OR
NEWPORT R.F.P.D., OR
NEWT YOUNG DITCH DISTRICT IMPROVEMENT COMPANY, OR
NORTH ALBANY R.F.P.D., OR
NORTH BAY R.F.P.D. #9, OR
NORTH CLACKAMAS PARKS & RECREATION DISTRICT, OR
NORTH COUNTY RECREATION DISTRICT, OR
NORTH DOUGLAS COUNTY FIRE & EMS, OR
NORTH DOUGLAS PARK & RECREATION DISTRICT, OR
NORTH GILLIAM COUNTY HEALTH DISTRICT, OR
NORTH GILLIAM COUNTY R.F.P.D., OR
NORTH LAKE HEALTH DISTRICT, OR
NORTH LEBANON WATER CONTROL DISTRICT, OR
NORTH LINCOLN FIRE & RESCUE DISTRICT #1, OR
NORTH LINCOLN HEALTH DISTRICT, OR
NORTH MORROW VECTOR CONTROL DISTRICT, OR
NORTH SHERMAN COUNTY R.F.P.D, OR
NORTH UNIT IRRIGATION DISTRICT, OR
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NORTHEAST OREGON HOUSING AUTHORITY, OR
NORTHEAST WHEELER COUNTY HEALTH DISTRICT, OR
NORTHERN WASCO COUNTY P.U.D., OR
NORTHERN WASCO COUNTY PARK & RECREATION DISTRICT, OR
NYE DITCH USERS DISTRICT IMPROVEMENT, OR
NYSSA ROAD ASSESSMENT DISTRICT #2, OR
NYSSA RURAL FIRE DISTRICT, OR
NYSSA-ARCADIA DRAINAGE DISTRICT, OR
OAK LODGE WATER SERVICES, OR
OAKLAND R.F.P.D., OR
OAKVILLE COMMUNITY CENTER, OR
OCEANSIDE WATER DISTRICT, OR
OCHOCO IRRIGATION DISTRICT, OR
OCHOCO WEST WATER AND SANITARY AUTHORITY, OR
ODELL SANITARY DISTRICT, OR
OLD OWYHEE DITCH IMPROVEMENT DISTRICT, OR
OLNEY-WALLUSKI FIRE & RESCUE DISTRICT, OR
ONTARIO LIBRARY DISTRICT, OR
ONTARIO R.F.P.D., OR
OPHIR R.F.P.D., OR
OREGON COAST COMMUNITY ACTION
OREGON HOUSING AND COMMUNITY SERVICES
OREGON INTERNATIONAL PORT OF COOS BAY, OR
OREGON LEGISLATIVE ADMINISTRATION
OREGON OUTBACK R.F.P.D., OR
OREGON POINT, OR
OREGON TRAIL LIBRARY DISTRICT, OR
OTTER ROCK WATER DISTRICT, OR
OWW UNIT #2 SANITARY DISTRICT, OR
OWYHEE CEMETERY MAINTENANCE DISTRICT, OR
OWYHEE IRRIGATION DISTRICT, OR
PACIFIC CITY JOINT WATER-SANITARY AUTHORITY, OR
PACIFIC COMMUNITIES HEALTH DISTRICT, OR
PACIFIC RIVIERA #3 SPECIAL ROAD DISTRICT, OR
PALATINE HILL WATER DISTRICT, OR
PALMER CREEK WATER DISTRICT IMPROVEMENT COMPANY, OR
PANORAMIC ACCESS SPECIAL ROAD DISTRICT, OR
PANTHER CREEK ROAD DISTRICT, OR
PANTHER CREEK WATER DISTRICT, OR
PARKDALE R.F.P.D., OR
PARKDALE SANITARY DISTRICT, OR
PENINSULA DRAINAGE DISTRICT #1, OR
PENINSULA DRAINAGE DISTRICT #2, OR
PHILOMATH FIRE AND RESCUE, OR
PILOT ROCK CEMETERY MAINTENANCE DISTRICT #5, OR
PILOT ROCK PARK & RECREATION DISTRICT, OR
PILOT ROCK R.F.P.D., OR
PINE EAGLE HEALTH DISTRICT, OR
PINE FLAT DISTRICT IMPROVEMENT COMPANY, OR
PINE GROVE IRRIGATION DISTRICT, OR
PINE GROVE WATER DISTRICT-KLAMATH FALLS, OR
PINE GROVE WATER DISTRICT-MAUPIN, OR
PINE VALLEY CEMETERY DISTRICT, OR
PINE VALLEY R.F.P.D., OR
PINEWOOD COUNTRY ESTATES SPECIAL ROAD DISTRICT, OR
PIONEER DISTRICT IMPROVEMENT COMPANY, OR
PISTOL RIVER CEMETERY MAINTENANCE DISTRICT, OR
PISTOL RIVER FIRE DISTRICT, OR
PLEASANT HILL R.F.P.D., OR
PLEASANT HOME WATER DISTRICT, OR
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POCAHONTAS MINING AND IRRIGATION DISTRICT, OR
POE VALLEY IMPROVEMENT DISTRICT, OR
POE VALLEY PARK & RECREATION DISTRICT, OR
POE VALLEY VECTOR CONTROL DISTRICT, OR
POLK COUNTY FIRE DISTRICT #1, OR
POLK S.W.C.D., OR
POMPADOUR WATER IMPROVEMENT DISTRICT, OR
PONDEROSA PINES EAST SPECIAL ROAD DISTRICT, OR
PORT OF ALSEA, OR
PORT OF ARLINGTON, OR
PORT OF ASTORIA, OR
PORT OF BANDON, OR
PORT OF BRANDON, OR
PORT OF BROOKINGS HARBOR, OR
PORT OF CASCADE LOCKS, OR
PORT OF COQUILLE RIVER, OR
PORT OF GARIBALDI, OR
PORT OF GOLD BEACH, OR
PORT OF HOOD RIVER, OR
PORT OF MORGAN CITY, LA
PORT OF MORROW, OR
PORT OF NEHALEM, OR
PORT OF NEWPORT, OR
PORT OF PORT ORFORD, OR
PORT OF PORTLAND, OR
PORT OF SIUSLAW, OR
PORT OF ST. HELENS, OR
PORT OF THE DALLES, OR
PORT OF TILLAMOOK BAY, OR
PORT OF TOLEDO, OR
PORT OF UMATILLA, OR
PORT OF UMPQUA, OR
PORT ORFORD CEMETERY MAINTENANCE DISTRICT, OR
PORT ORFORD PUBLIC LIBRARY DISTRICT, OR
PORT ORFORD R.F.P.D., OR
PORTLAND DEVELOPMENT COMMISSION, OR
PORTLAND FIRE AND RESCUE
PORTLAND HOUSING CENTER, OR
POWDER R.F.P.D., OR
POWDER RIVER R.F.P.D., OR
POWDER VALLEY WATER CONTROL DISTRICT, OR
POWERS HEALTH DISTRICT, OR
PRAIRIE CEMETERY MAINTENANCE DISTRICT, OR
PRINEVILLE LAKE ACRES SPECIAL ROAD DISTRICT #1, OR
PROSPECT R.F.P.D., OR
QUAIL VALLEY PARK IMPROVEMENT DISTRICT, OR
QUEENER IRRIGATION IMPROVEMENT DISTRICT, OR
RAINBOW WATER DISTRICT, OR
RAINIER CEMETERY DISTRICT, OR
RAINIER DRAINAGE IMPROVEMENT COMPANY, OR
RALEIGH WATER DISTRICT, OR
REDMOND AREA PARK & RECREATION DISTRICT, OR
REDMOND FIRE AND RESCUE, OR
RIDDLE FIRE PROTECTION DISTRICT, OR
RIDGEWOOD DISTRICT IMPROVEMENT COMPANY, OR
RIDGEWOOD ROAD DISTRICT, OR
RIETH SANITARY DISTRICT, OR
RIETH WATER DISTRICT, OR
RIMROCK WEST IMPROVEMENT DISTRICT, OR
RINK CREEK WATER DISTRICT, OR
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RIVER BEND ESTATES SPECIAL ROAD DISTRICT, OR
RIVER FOREST ACRES SPECIAL ROAD DISTRICT, OR
RIVER MEADOWS IMPROVEMENT DISTRICT, OR
RIVER PINES ESTATES SPECIAL ROAD DISTRICT, OR
RIVER ROAD PARK & RECREATION DISTRICT, OR
RIVER ROAD WATER DISTRICT, OR
RIVERBEND RIVERBANK WATER IMPROVEMENT DISTRICT, OR
RIVERDALE R.F.P.D. 11-JT, OR
RIVERGROVE WATER DISTRICT, OR
RIVERSIDE MISSION WATER CONTROL DISTRICT, OR
RIVERSIDE R.F.P.D. #7-406, OR
RIVERSIDE WATER DISTRICT, OR
ROBERTS CREEK WATER DISTRICT, OR
ROCK CREEK DISTRICT IMPROVEMENT, OR
ROCK CREEK WATER DISTRICT, OR
ROCKWOOD WATER P.U.D., OR
ROCKY POINT FIRE & EMS, OR
ROGUE RIVER R.F.P.D., OR
ROGUE RIVER VALLEY IRRIGATION DISTRICT, OR
ROGUE VALLEY SEWER SERVICES, OR
ROGUE VALLEY SEWER, OR
ROGUE VALLEY TRANSPORTATION DISTRICT, OR
ROSEBURG URBAN SANITARY AUTHORITY, OR
ROSEWOOD ESTATES ROAD DISTRICT, OR
ROW RIVER VALLEY WATER DISTRICT, OR
RURAL ROAD ASSESSMENT DISTRICT #3, OR
RURAL ROAD ASSESSMENT DISTRICT #4, OR
SAINT LANDRY PARISH TOURIST COMMISSION
SAINT MARY PARISH REC DISTRICT 2
SAINT MARY PARISH REC DISTRICT 3
SAINT TAMMANY FIRE DISTRICT 4, LA
SALEM AREA MASS TRANSIT DISTRICT, OR
SALEM MASS TRANSIT DISTRICT
SALEM SUBURBAN R.F.P.D., OR
SALISHAN SANITARY DISTRICT, OR
SALMON RIVER PARK SPECIAL ROAD DISTRICT, OR
SALMON RIVER PARK WATER IMPROVEMENT DISTRICT, OR
SALMONBERRY TRAIL INTERGOVERNMENTAL AGENCY, OR
SANDPIPER VILLAGE SPECIAL ROAD DISTRICT, OR
SANDY DRAINAGE IMPROVEMENT COMPANY, OR
SANDY R.F.P.D. #72, OR
SANTA CLARA R.F.P.D., OR
SANTA CLARA WATER DISTRICT, OR
SANTIAM WATER CONTROL DISTRICT, OR
SAUVIE ISLAND DRAINAGE IMPROVEMENT COMPANY, OR
SAUVIE ISLAND VOLUNTEER FIRE DISTRICT #30J, OR
SCAPPOOSE DRAINAGE IMPROVEMENT COMPANY, OR
SCAPPOOSE PUBLIC LIBRARY DISTRICT, OR
SCAPPOOSE R.F.P.D., OR
SCIO R.F.P.D., OR
SCOTTSBURG R.F.P.D., OR
SEAL ROCK R.F.P.D., OR
SEAL ROCK WATER DISTRICT, OR
SEWERAGE AND WATER BOARD OF NEW ORLEANS, LA
SHANGRI-LA WATER DISTRICT, OR
SHASTA VIEW IRRIGATION DISTRICT, OR
SHELLEY ROAD CREST ACRES WATER DISTRICT, OR
SHERIDAN FIRE DISTRICT, OR
SHERMAN COUNTY HEALTH DISTRICT, OR
SHERMAN COUNTY S.W.C.D., OR
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SHORELINE SANITARY DISTRICT, OR
SILETZ KEYS SANITARY DISTRICT, OR
SILETZ R.F.P.D., OR
SILVER FALLS LIBRARY DISTRICT, OR
SILVER LAKE IRRIGATION DISTRICT, OR
SILVER LAKE R.F.P.D., OR
SILVER SANDS SPECIAL ROAD DISTRICT, OR
SILVERTON R.F.P.D. NO. 2, OR
SISTERS PARKS & RECREATION DISTRICT, OR
SISTERS-CAMP SHERMAN R.F.P.D., OR
SIUSLAW PUBLIC LIBRARY DISTRICT, OR
SIUSLAW S.W.C.D., OR
SIUSLAW VALLEY FIRE AND RESCUE, OR
SIXES R.F.P.D., OR
SKIPANON WATER CONTROL DISTRICT, OR
SKYLINE VIEW DISTRICT IMPROVEMENT COMPANY, OR
SLEEPY HOLLOW WATER DISTRICT, OR
SMITH DITCH DISTRICT IMPROVEMENT COMPANY, OR
SOUTH CLACKAMAS TRANSPORTATION DISTRICT, OR
SOUTH COUNTY HEALTH DISTRICT, OR
SOUTH FORK WATER BOARD, OR
SOUTH GILLIAM COUNTY CEMETERY DISTRICT, OR
SOUTH GILLIAM COUNTY HEALTH DISTRICT, OR
SOUTH GILLIAM COUNTY R.F.P.D. VI-301, OR
SOUTH LAFOURCHE LEVEE DISTRICT, LA
SOUTH LANE COUNTY FIRE & RESCUE, OR
SOUTH SANTIAM RIVER WATER CONTROL DISTRICT, OR
SOUTH SHERMAN FIRE DISTRICT, OR
SOUTH SUBURBAN SANITARY DISTRICT, OR
SOUTH WASCO PARK & RECREATION DISTRICT, OR
SOUTHERN COOS HEALTH DISTRICT, OR
SOUTHERN CURRY CEMETERY MAINTENANCE DISTRICT, OR
SOUTHVIEW IMPROVEMENT DISTRICT, OR
SOUTHWEST LINCOLN COUNTY WATER DISTRICT, OR
SOUTHWESTERN POLK COUNTY R.F.P.D., OR
SOUTHWOOD PARK WATER DISTRICT, OR
SPECIAL ROAD DISTRICT #1, OR
SPECIAL ROAD DISTRICT #8, OR
SPRING RIVER SPECIAL ROAD DISTRICT, OR
SPRINGFIELD UTILITY BOARD, OR
ST. PAUL R.F.P.D., OR
STANFIELD CEMETERY DISTRICT #6, OR
STANFIELD IRRIGATION DISTRICT, OR
STARR CREEK ROAD DISTRICT, OR
STARWOOD SANITARY DISTRICT, OR
STAYTON FIRE DISTRICT, OR
SUBLIMITY FIRE DISTRICT, OR
SUBURBAN EAST SALEM WATER DISTRICT, OR
SUBURBAN LIGHTING DISTRICT, OR
SUCCOR CREEK DISTRICT IMPROVEMENT COMPANY, OR
SUMMER LAKE IRRIGATION DISTRICT, OR
SUMMERVILLE CEMETERY MAINTENANCE DISTRICT, OR
SUMNER R.F.P.D., OR
SUN MOUNTAIN SPECIAL ROAD DISTRICT, OR
SUNDOWN SANITATION DISTRICT, OR
SUNFOREST ESTATES SPECIAL ROAD DISTRICT, OR
SUNNYSIDE IRRIGATION DISTRICT, OR
SUNRISE WATER AUTHORITY, OR
SUNRIVER SERVICE DISTRICT, OR
SUNSET EMPIRE PARK & RECREATION DISTRICT, OR
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SUNSET EMPIRE TRANSPORTATION DISTRICT, OR
SURFLAND ROAD DISTRICT, OR
SUTHERLIN VALLEY RECREATION DISTRICT, OR
SUTHERLIN WATER CONTROL DISTRICT, OR
SWALLEY IRRIGATION DISTRICT, OR
SWEET HOME CEMETERY MAINTENANCE DISTRICT, OR
SWEET HOME FIRE & AMBULANCE DISTRICT, OR
SWISSHOME-DEADWOOD R.F.P.D., OR
TABLE ROCK DISTRICT IMPROVEMENT COMPANY, OR
TALENT IRRIGATION DISTRICT, OR
TANGENT R.F.P.D., OR
TENMILE R.F.P.D., OR
TERREBONNE DOMESTIC WATER DISTRICT, OR
THE DALLES IRRIGATION DISTRICT, OR
THOMAS CREEK-WESTSIDE R.F.P.D., OR
THREE RIVERS RANCH ROAD DISTRICT, OR
THREE SISTERS IRRIGATION DISTRICT, OR
TIGARD TUALATIN AQUATIC DISTRICT, OR
TIGARD WATER DISTRICT, OR
TILLAMOOK BAY FLOOD IMPROVEMENT DISTRICT, OR
TILLAMOOK COUNTY EMERGENCY COMMUNICATIONS DISTRICT, OR
TILLAMOOK COUNTY S.W.C.D., OR
TILLAMOOK COUNTY TRANSPORTATION DISTRICT, OR
TILLAMOOK FIRE DISTRICT, OR
TILLAMOOK P.U.D., OR
TILLER R.F.P.D., OR
TOBIN DITCH DISTRICT IMPROVEMENT COMPANY, OR
TOLEDO R.F.P.D., OR
TONE WATER DISTRICT, OR
TOOLEY WATER DISTRICT, OR
TRASK DRAINAGE DISTRICT, OR
TRI CITY R.F.P.D. #4, OR
TRI-CITY WATER & SANITARY AUTHORITY, OR
TRI-COUNTY METROPOLITAN TRANSPORTATION DISTRICT OF OREGON
TRIMET, OR
TUALATIN HILLS PARK & RECREATION DISTRICT
TUALATIN HILLS PARK & RECREATION DISTRICT, OR
TUALATIN S.W.C.D., OR
TUALATIN VALLEY FIRE & RESCUE
TUALATIN VALLEY FIRE & RESCUE, OR
TUALATIN VALLEY IRRIGATION DISTRICT, OR
TUALATIN VALLEY WATER DISTRICT
TUALATIN VALLEY WATER DISTRICT, OR
TUMALO IRRIGATION DISTRICT, OR
TURNER FIRE DISTRICT, OR
TWIN ROCKS SANITARY DISTRICT, OR
TWO RIVERS NORTH SPECIAL ROAD DISTRICT, OR
TWO RIVERS S.W.C.D., OR
TWO RIVERS SPECIAL ROAD DISTRICT, OR
TYGH VALLEY R.F.P.D., OR
TYGH VALLEY WATER DISTRICT, OR
UMATILLA COUNTY FIRE DISTRICT #1, OR
UMATILLA COUNTY S.W.C.D., OR
UMATILLA COUNTY SPECIAL LIBRARY DISTRICT, OR
UMATILLA HOSPITAL DISTRICT, OR
UMATILLA R.F.P.D. #7-405, OR
UMATILLA-MORROW RADIO AND DATA DISTRICT, OR
UMPQUA S.W.C.D., OR
UNION CEMETERY MAINTENANCE DISTRICT, OR
UNION COUNTY SOLID WASTE DISPOSAL DISTRICT, OR
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UNION COUNTY VECTOR CONTROL DISTRICT, OR
UNION GAP SANITARY DISTRICT, OR
UNION GAP WATER DISTRICT, OR
UNION HEALTH DISTRICT, OR
UNION R.F.P.D., OR
UNION S.W.C.D., OR
UNITY COMMUNITY PARK & RECREATION DISTRICT, OR
UPPER CLEVELAND RAPIDS ROAD DISTRICT, OR
UPPER MCKENZIE R.F.P.D., OR
UPPER WILLAMETTE S.W.C.D., OR
VALE OREGON IRRIGATION DISTRICT, OR
VALE RURAL FIRE PROTECTION DISTRICT, OR
VALLEY ACRES SPECIAL ROAD DISTRICT, OR
VALLEY VIEW CEMETERY MAINTENANCE DISTRICT, OR
VALLEY VIEW WATER DISTRICT, OR
VANDEVERT ACRES SPECIAL ROAD DISTRICT, OR
VERNONIA R.F.P.D., OR
VINEYARD MOUNTAIN PARK & RECREATION DISTRICT, OR
VINEYARD MOUNTAIN SPECIAL ROAD DISTRICT, OR
WALLA WALLA RIVER IRRIGATION DISTRICT, OR
WALLOWA COUNTY HEALTH CARE DISTRICT, OR
WALLOWA LAKE COUNTY SERVICE DISTRICT, OR
WALLOWA LAKE IRRIGATION DISTRICT, OR
WALLOWA LAKE R.F.P.D., OR
WALLOWA S.W.C.D., OR
WALLOWA VALLEY IMPROVEMENT DISTRICT #1, OR
WAMIC R.F.P.D., OR
WAMIC WATER & SANITARY AUTHORITY, OR
WARMSPRINGS IRRIGATION DISTRICT, OR
WASCO COUNTY S.W.C.D., OR
WATER ENVIRONMENT SERVICES, OR
WATER WONDERLAND IMPROVEMENT DISTRICT, OR
WATERBURY & ALLEN DITCH IMPROVEMENT DISTRICT, OR
WATSECO-BARVIEW WATER DISTRICT, OR
WAUNA WATER DISTRICT, OR
WEDDERBURN SANITARY DISTRICT, OR
WEST EAGLE VALLEY WATER CONTROL DISTRICT, OR
WEST EXTENSION IRRIGATION DISTRICT, OR
WEST LABISH DRAINAGE & WATER CONTROL IMPROVEMENT DISTRICT, OR WEST MULTNOMAH S.W.C.D., OR
WEST SIDE R.F.P.D., OR
WEST SLOPE WATER DISTRICT, OR
WEST UMATILLA MOSQUITO CONTROL DISTRICT, OR
WEST VALLEY FIRE DISTRICT, OR
WESTERN HEIGHTS SPECIAL ROAD DISTRICT, OR
WESTERN LANE AMBULANCE DISTRICT, OR
WESTLAND IRRIGATION DISTRICT, OR
WESTON ATHENA MEMORIAL HALL PARK & RECREATION DISTRICT, OR WESTON CEMETERY DISTRICT #2, OR
WESTPORT FIRE AND RESCUE, OR
WESTRIDGE WATER SUPPLY CORPORATION, OR
WESTWOOD HILLS ROAD DISTRICT, OR
WESTWOOD VILLAGE ROAD DISTRICT, OR
WHEELER S.W.C.D., OR
WHITE RIVER HEALTH DISTRICT, OR
WIARD MEMORIAL PARK DISTRICT, OR
WICKIUP WATER DISTRICT, OR
WILLAKENZIE R.F.P.D., OR
WILLAMALANE PARK & RECREATION DISTRICT, OR
WILLAMALANE PARK AND RECREATION DISTRICT
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WILLAMETTE HUMANE SOCIETY
WILLAMETTE RIVER WATER COALITION, OR
WILLIAMS R.F.P.D., OR
WILLOW CREEK PARK DISTRICT, OR
WILLOW DALE WATER DISTRICT, OR
WILSON RIVER WATER DISTRICT, OR
WINCHESTER BAY R.F.P.D., OR
WINCHESTER BAY SANITARY DISTRICT, OR
WINCHUCK R.F.P.D., OR
WINSTON-DILLARD R.F.P.D., OR
WINSTON-DILLARD WATER DISTRICT, OR
WOLF CREEK R.F.P.D., OR
WOOD RIVER DISTRICT IMPROVEMENT COMPANY, OR
WOODBURN R.F.P.D. NO. 6, OR
WOODLAND PARK SPECIAL ROAD DISTRICT, OR
WOODS ROAD DISTRICT, OR
WRIGHT CREEK ROAD WATER IMPROVEMENT DISTRICT, OR
WY'EAST FIRE DISTRICT, OR
YACHATS R.F.P.D., OR
YAMHILL COUNTY TRANSIT AREA, OR
YAMHILL FIRE PROTECTION DISTRICT, OR
YAMHILL SWCD, OR
YONCALLA PARK & RECREATION DISTRICT, OR
YOUNGS RIVER-LEWIS & CLARK WATER DISTRICT, OR
ZUMWALT R.F.P.D., OR
K-12 INCLUDING BUT NOT LIMITED TO:
ACADIA PARISH SCHOOL BOARD
BEAVERTON SCHOOL DISTRICT
BEND-LA PINE SCHOOL DISTRICT
BOGALUSA HIGH SCHOOL, LA
BOSSIER PARISH SCHOOL BOARD
BROOKING HARBOR SCHOOL DISTRICT
CADDO PARISH SCHOOL DISTRICT
CALCASIEU PARISH SCHOOL DISTRICT
CANBY SCHOOL DISTRICT
CANYONVILLE CHRISTIAN ACADEMY
CASCADE SCHOOL DISTRICT
CASCADES ACADEMY OF CENTRAL OREGON
CENTENNIAL SCHOOL DISTRICT
CENTRAL CATHOLIC HIGH SCHOOL
CENTRAL POINT SCHOOL DISTRICT NO.6
CENTRAL SCHOOL DISTRICT 13J
COOS BAY SCHOOL DISTRICT NO.9
CORVALLIS SCHOOL DISTRICT 509J
COUNTY OF YAMHILL SCHOOL DISTRICT 29
CULVER SCHOOL DISTRICT
DALLAS SCHOOL DISTRICT NO.2
DAVID DOUGLAS SCHOOL DISTRICT
DAYTON SCHOOL DISTRICT NO.8
DE LA SALLE N CATHOLIC HS
DESCHUTES COUNTY SCHOOL DISTRICT NO.6
DOUGLAS EDUCATIONAL DISTRICT SERVICE
DUFUR SCHOOL DISTRICT NO.29
EAST BATON ROUGE PARISH SCHOOL DISTRICT
ESTACADA SCHOOL DISTRICT NO.10B
FOREST GROVE SCHOOL DISTRICT
GEORGE MIDDLE SCHOOL
GLADSTONE SCHOOL DISTRICT
GRANTS PASS SCHOOL DISTRICT 7
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GREATER ALBANY PUBLIC SCHOOL DISTRICT
GRESHAM BARLOW JOINT SCHOOL DISTRICT
HEAD START OF LANE COUNTY
HIGH DESERT EDUCATION SERVICE DISTRICT
HILLSBORO SCHOOL DISTRICT
HOOD RIVER COUNTY SCHOOL DISTRICT
JACKSON CO SCHOOL DIST NO.9
JEFFERSON COUNTY SCHOOL DISTRICT 509-J
JEFFERSON PARISH SCHOOL DISTRICT
JEFFERSON SCHOOL DISTRICT
JUNCTION CITY SCHOOLS, OR
KLAMATH COUNTY SCHOOL DISTRICT
KLAMATH FALLS CITY SCHOOLS
LAFAYETTE PARISH SCHOOL DISTRICT
LAKE OSWEGO SCHOOL DISTRICT 7J
LANE COUNTY SCHOOL DISTRICT 4J
LINCOLN COUNTY SCHOOL DISTRICT
LINN CO. SCHOOL DIST. 95C
LIVINGSTON PARISH SCHOOL DISTRICT
LOST RIVER JR/SR HIGH SCHOOL
LOWELL SCHOOL DISTRICT NO.71
SALEM-KEIZER PUBLIC SCHOOLS 24J
MARION COUNTY SCHOOL DISTRICT 103
MARIST HIGH SCHOOL, OR
MCMINNVILLE SCHOOL DISTRICT NOAO
MEDFORD SCHOOL DISTRICT 549C
MITCH CHARTER SCHOOL
MONROE SCHOOL DISTRICT NO.1J
MORROW COUNTY SCHOOL DIST, OR
MULTNOMAH EDUCATION SERVICE DISTRICT
MULTISENSORY LEARNING ACADEMY
MYRTLE PINT SCHOOL DISTRICT 41
NEAH-KAH-NIE DISTRICT NO.56
NEWBERG PUBLIC SCHOOLS
NESTUCCA VALLEY SCHOOL DISTRICT NO.101
NOBEL LEARNING COMMUNITIES
NORTH BEND SCHOOL DISTRICT 13
NORTH CLACKAMAS SCHOOL DISTRICT
NORTH DOUGLAS SCHOOL DISTRICT
NORTH WASCO CITY SCHOOL DISTRICT 21
NORTHWEST REGIONAL EDUCATION SERVICE DISTRICT
ONTARIO MIDDLE SCHOOL
OREGON TRAIL SCHOOL DISTRICT NOA6
ORLEANS PARISH SCHOOL DISTRICT
PHOENIX-TALENT SCHOOL DISTRICT NOA
PLEASANT HILL SCHOOL DISTRICT
PORTLAND JEWISH ACADEMY
PORTLAND PUBLIC SCHOOLS
RAPIDES PARISH SCHOOL DISTRICT
REDMOND SCHOOL DISTRICT
REYNOLDS SCHOOL DISTRICT
ROGUE RIVER SCHOOL DISTRICT
ROSEBURG PUBLIC SCHOOLS
SCAPPOOSE SCHOOL DISTRICT 1J
SAINT TAMMANY PARISH SCHOOL BOARD, LA
SEASIDE SCHOOL DISTRICT 10
SHERWOOD SCHOOL DISTRICT 88J
SILVER FALLS SCHOOL DISTRICT 4J
SOUTH LANE SCHOOL DISTRICT 45J3
SOUTHERN OREGON EDUCATION SERVICE DISTRICT
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SPRINGFIELD PUBLIC SCHOOLS
SUTHERLIN SCHOOL DISTRICT
SWEET HOME SCHOOL DISTRICT NO.55
TERREBONNE PARISH SCHOOL DISTRICT
THE CATLIN GABEL SCHOOL
TIGARD-TUALATIN SCHOOL DISTRICT
UMATILLA MORROW ESD
WEST LINN WILSONVILLE SCHOOL DISTRICT
WILLAMETTE EDUCATION SERVICE DISTRICT
WOODBURN SCHOOL DISTRICT
YONCALLA SCHOOL DISTRICT
ACADEMY FOR MATH ENGINEERING & SCIENCE (AMES), UT
ALIANZA ACADEMY, UT
ALPINE DISTRICT, UT
AMERICAN LEADERSHIP ACADEMY, UT
AMERICAN PREPARATORY ACADEMY, UT
BAER CANYON HIGH SCHOOL FOR SPORTS & MEDICAL SCIENCES, UT
BEAR RIVER CHARTER SCHOOL, UT
BEAVER SCHOOL DISTRICT, UT
BEEHIVE SCIENCE & TECHNOLOGY ACADEMY (BSTA) , UT
BOX ELDER SCHOOL DISTRICT, UT
CBA CENTER, UT
CACHE SCHOOL DISTRICT, UT
CANYON RIM ACADEMY, UT
CANYONS DISTRICT, UT
CARBON SCHOOL DISTRICT, UT
CHANNING HALL, UT
CHARTER SCHOOL LEWIS ACADEMY, UT
CITY ACADEMY, UT
DAGGETT SCHOOL DISTRICT, UT
DAVINCI ACADEMY, UT
DAVIS DISTRICT, UT
DUAL IMMERSION ACADEMY, UT
DUCHESNE SCHOOL DISTRICT, UT
EARLY LIGHT ACADEMY AT DAYBREAK, UT
EAST HOLLYWOOD HIGH, UT
EDITH BOWEN LABORATORY SCHOOL, UT
EMERSON ALCOTT ACADEMY, UT
EMERY SCHOOL DISTRICT, UT
ENTHEOS ACADEMY, UT
EXCELSIOR ACADEMY, UT
FAST FORWARD HIGH, UT
FREEDOM ACADEMY, UT
GARFIELD SCHOOL DISTRICT, UT
GATEWAY PREPARATORY ACADEMY, UT
GEORGE WASHINGTON ACADEMY, UT
GOOD FOUNDATION ACADEMY, UT
GRAND SCHOOL DISTRICT, UT
GRANITE DISTRICT, UT
GUADALUPE SCHOOL, UT
HAWTHORN ACADEMY, UT
INTECH COLLEGIATE HIGH SCHOOL, UT
IRON SCHOOL DISTRICT, UT
ITINERIS EARLY COLLEGE HIGH, UT
JOHN HANCOCK CHARTER SCHOOL, UT
JORDAN DISTRICT, UT
JUAB SCHOOL DISTRICT, UT
KANE SCHOOL DISTRICT, UT
KARL G MAESER PREPARATORY ACADEMY, UT
LAKEVIEW ACADEMY, UT
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LEGACY PREPARATORY ACADEMY, UT
LIBERTY ACADEMY, UT
LINCOLN ACADEMY, UT
LOGAN SCHOOL DISTRICT, UT
MARIA MONTESSORI ACADEMY, UT
MERIT COLLEGE PREPARATORY ACADEMY, UT
MILLARD SCHOOL DISTRICT, UT
MOAB CHARTER SCHOOL, UT
MONTICELLO ACADEMY, UT
MORGAN SCHOOL DISTRICT, UT
MOUNTAINVILLE ACADEMY, UT
MURRAY SCHOOL DISTRICT, UT
NAVIGATOR POINTE ACADEMY, UT
NEBO SCHOOL DISTRICT, UT
NO UT ACAD FOR MATH ENGINEERING & SCIENCE (NUAMES), UT
NOAH WEBSTER ACADEMY, UT
NORTH DAVIS PREPARATORY ACADEMY, UT
NORTH SANPETE SCHOOL DISTRICT, UT
NORTH STAR ACADEMY, UT
NORTH SUMMIT SCHOOL DISTRICT, UT
ODYSSEY CHARTER SCHOOL, UT
OGDEN PREPARATORY ACADEMY, UT
OGDEN SCHOOL DISTRICT, UT
OPEN CLASSROOM, UT
OPEN HIGH SCHOOL OF UTAH, UT
OQUIRRH MOUNTAIN CHARTER SCHOOL, UT
PARADIGM HIGH SCHOOL, UT
PARK CITY SCHOOL DISTRICT, UT
PINNACLE CANYON ACADEMY, UT
PIUTE SCHOOL DISTRICT, UT
PROVIDENCE HALL, UT
PROVO SCHOOL DISTRICT, UT
QUAIL RUN PRIMARY SCHOOL, UT
QUEST ACADEMY, UT
RANCHES ACADEMY, UT
REAGAN ACADEMY, UT
RENAISSANCE ACADEMY, UT
RICH SCHOOL DISTRICT, UT
ROCKWELL CHARTER HIGH SCHOOL, UT
SALT LAKE ARTS ACADEMY, UT
SALT LAKE CENTER FOR SCIENCE EDUCATION, UT
SALT LAKE SCHOOL DISTRICT, UT
SALT LAKE SCHOOL FOR THE PERFORMING ARTS, UT
SAN JUAN SCHOOL DISTRICT, UT
SEVIER SCHOOL DISTRICT, UT
SOLDIER HOLLOW CHARTER SCHOOL, UT
SOUTH SANPETE SCHOOL DISTRICT, UT
SOUTH SUMMIT SCHOOL DISTRICT, UT
SPECTRUM ACADEMY, UT
SUCCESS ACADEMY, UT
SUCCESS SCHOOL, UT
SUMMIT ACADEMY, UT
SUMMIT ACADEMY HIGH SCHOOL, UT
SYRACUSE ARTS ACADEMY, UT
THOMAS EDISON - NORTH, UT
TIMPANOGOS ACADEMY, UT
TINTIC SCHOOL DISTRICT, UT
TOOELE SCHOOL DISTRICT, UT
TUACAHN HIGH SCHOOL FOR THE PERFORMING ARTS, UT
UINTAH RIVER HIGH, UT
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123
UINTAH SCHOOL DISTRICT, UT
UTAH CONNECTIONS ACADEMY, UT
UTAH COUNTY ACADEMY OF SCIENCE, UT
UTAH ELECTRONIC HIGH SCHOOL, UT
UTAH SCHOOLS FOR DEAF & BLIND, UT
UTAH STATE OFFICE OF EDUCATION, UT
UTAH VIRTUAL ACADEMY, UT
VENTURE ACADEMY, UT
VISTA AT ENTRADA SCHOOL OF PERFORMING ARTS AND TECHNOLOGY, UT
WALDEN SCHOOL OF LIBERAL ARTS, UT
WASATCH PEAK ACADEMY, UT
WASATCH SCHOOL DISTRICT, UT
WASHINGTON SCHOOL DISTRICT, UT
WAYNE SCHOOL DISTRICT, UT
WEBER SCHOOL DISTRICT, UT
WEILENMANN SCHOOL OF DISCOVERY, UT
HIGHER EDUCATION
ARGOSY UNIVERSITY
BATON ROUGE COMMUNITY COLLEGE, LA
BIRTHINGWAY COLLEGE OF MIDWIFERY
BLUE MOUNTAIN COMMUNITY COLLEGE
BRIGHAM YOUNG UNIVERSITY - HAWAII
CENTRAL OREGON COMMUNITY COLLEGE
CENTENARY COLLEGE OF LOUISIANA
CHEMEKETA COMMUNITY COLLEGE
CLACKAMAS COMMUNITY COLLEGE
COLLEGE OF THE MARSHALL ISLANDS
COLUMBIA GORGE COMMUNITY COLLEGE
CONCORDIA UNIVERSITY
GEORGE FOX UNIVERSITY
KLAMATH COMMUNITY COLLEGE DISTRICT
LANE COMMUNITY COLLEGE
LEWIS AND CLARK COLLEGE
LINFIELD COLLEGE
LINN-BENTON COMMUNITY COLLEGE
LOUISIANA COLLEGE, LA
LOUISIANA STATE UNIVERSITY
LOUISIANA STATE UNIVERSITY HEALTH SERVICES
MARYLHURST UNIVERSITY
MT. HOOD COMMUNITY COLLEGE
MULTNOMAH BIBLE COLLEGE
NATIONAL COLLEGE OF NATURAL MEDICINE
NORTHWEST CHRISTIAN COLLEGE
OREGON HEALTH AND SCIENCE UNIVERSITY
OREGON INSTITUTE OF TECHNOLOGY
OREGON STATE UNIVERSITY
OREGON UNIVERSITY SYSTEM
PACIFIC UNIVERSITY
PIONEER PACIFIC COLLEGE
PORTLAND COMMUNITY COLLEGE
PORTLAND STATE UNIVERSITY
REED COLLEGE
RESEARCH CORPORATION OF THE UNIVERSITY OF HAWAII
ROGUE COMMUNITY COLLEGE
SOUTHEASTERN LOUISIANA UNIVERSITY
SOUTHERN OREGON UNIVERSITY (OREGON UNIVERSITY SYSTEM)
SOUTHWESTERN OREGON COMMUNITY COLLEGE
TULANE UNIVERSITY
TILLAMOOK BAY COMMUNITY COLLEGE
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124
UMPQUA COMMUNITY COLLEGE
UNIVERSITY OF HAWAII BOARD OF REGENTS
UNIVERSITY OF HAWAII-HONOLULU COMMUNITY COLLEGE
UNIVERSITY OF OREGON-GRADUATE SCHOOL
UNIVERSITY OF PORTLAND
UNIVERSITY OF NEW ORLEANS
WESTERN OREGON UNIVERSITY
WESTERN STATES CHIROPRACTIC COLLEGE
WILLAMETTE UNIVERSITY
XAVIER UNIVERSITY
UTAH SYSTEM OF HIGHER EDUCATION, UT
UNIVERSITY OF UTAH, UT
UTAH STATE UNIVERSITY, UT
WEBER STATE UNIVERSITY, UT
SOUTHERN UTAH UNIVERSITY, UT
SNOW COLLEGE, UT
DIXIE STATE COLLEGE, UT
COLLEGE OF EASTERN UTAH, UT
UTAH VALLEY UNIVERSITY, UT
SALT LAKE COMMUNITY COLLEGE, UT
UTAH COLLEGE OF APPLIED TECHNOLOGY, UT
STATE AGENCIES
ADMIN. SERVICES OFFICE
BOARD OF MEDICAL EXAMINERS
HAWAII CHILD SUPPORT ENFORCEMENT AGENCY
HAWAII DEPARTMENT OF TRANSPORTATION
HAWAII HEALTH SYSTEMS CORPORATION
OFFICE OF MEDICAL ASSISTANCE PROGRAMS
OFFICE OF THE STATE TREASURER
OREGON BOARD OF ARCHITECTS
OREGON CHILD DEVELOPMENT COALITION
OREGON DEPARTMENT OF EDUCATION
OREGON DEPARTMENT OF FORESTRY
OREGON DEPT OF TRANSPORTATION
OREGON DEPT. OF EDUCATION
OREGON LOTTERY
OREGON OFFICE OF ENERGY
OREGON STATE BOARD OF NURSING
OREGON STATE DEPT OF CORRECTIONS
OREGON STATE POLICE
OREGON TOURISM COMMISSION
OREGON TRAVEL INFORMATION COUNCIL
SANTIAM CANYON COMMUNICATION CENTER
SEIU LOCAL 503, OPEU
SOH- JUDICIARY CONTRACTS AND PURCH
STATE DEPARTMENT OF DEFENSE, STATE OF HAWAII
STATE OF HAWAII
STATE OF HAWAII, DEPT. OF EDUCATION
STATE OF LOUISIANA
STATE OF LOUISIANA DEPT. OF EDUCATION
STATE OF LOUISIANA, 26TH JUDICIAL DISTRICT ATTORNEY
STATE OF UTAH
2385
Master Agreement
Owner: Cobb County Board of Commissioners
100 Cherokee Street
Marietta, GA 30090
Contractor: <Legal Name of Contractor>
<Contractor Address>
<Contractor Address>
Description: This Master Agreement for Name of Procurement incorporates by reference the following:
Exhibit “A” Owner’s Request for Proposal #Proposal Number; Exhibit “B” Contractor’s Bid/Proposal submitted on ______________; Exhibit “B-1” Modifications to Exhibit “B” (if applicable) Exhibit “C” Cobb County Required Terms (required for any products or services used by Cobb County)
The following provisions of Exhibit “A” Owner’s Request for Proposal #Proposal Number, as modified by Exhibit “B” Contractor’s Bid/Proposal and Exhibit “B-1” Modifications to Exhibit “B,” shall be incorporated by reference herein and shall be deemed to have the same force and effect as if set forth in full herein: Section 3.0, Section 3.1, and Section 7.0 of the Solicitation; Sections IX, XIV, XVI, XVII, XXVIII, XXIX, XXXII, XXXIII, and XXXIX of Cobb County General Instructions for Proposers, Terms and Conditions.
Purchasing
Cooperative: OMNIA PARTNERS PURCHASING COOPERATIVE: Contractor agrees to extend use of this Master Agreement to public agencies (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”) registered with OMNIA Partner, LLC’s Purchasing Cooperative (“Participating Public Agencies”) under the terms of this Agreement (“Master Agreement”) and the Master Intergovernmental Cooperative Purchasing Agreement found at Exhibit D of Exhibit “A” Owner’s Request for Proposal #Proposal Number.
Governing
Law: This Agreement shall be governed by the laws of the State of Georgia. As to any dispute hereunder, venue shall be in the Superior Court of Cobb County, Georgia.
Term: This Agreement shall begin on ____________ (Effective Date), for an Initial Term of four (4) years. Owner shall have the option to renew this Agreement for three (3) additional twelve (12) month periods (Renewal Terms) upon 2386
mutual written consent of the Parties. This Agreement shall terminate absolutely on _______________, unless earlier terminated as provided herein.
Pursuant to O.C.G.A. § 36-60-13, this Agreement shall terminate absolutely and without further obligation on the part of the Owner at the close of the calendar year in which it was executed and at the close of each succeeding calendar year for which the Agreement is in effect. Unless Owner provides at least 30 days’ written notice of an intention not to renew, the Agreement shall automatically be renewed for consecutive one-year terms until the conclusion of the Initial Term or any Renewal Term in effect. The Parties reserve the right to renew, amend or extend the Agreement for additional terms. Owner may terminate this agreement at any time for nonappropriation of funding.
Price: Prices for services and equipment, if applicable, shall be as stated in Exhibit “B” Contractor’s Bid/Proposal.
Billing: For purchases made by Owner pursuant to this Agreement, all original invoices shall be submitted directly to the Cobb County Finance Department. Invoices shall bill only for items received during the period covered by the invoice and shall clearly identify such items in accordance with invoicing guidelines in Exhibit “B” Contractor’s Bid/Proposal. For purchases made by Participating Public Agencies, the Contractor shall comply with each Participating Public Agencies’ invoicing and billing requirements outlined on the applicable order. [Signatures on Next Page]
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IN WITNESS, WHEREOF, this Agreement has been executed by Owner and accepted by Contractor to be effective as of the date first above written.
OWNER CONTRACTOR
Cobb County Board of Commissioners <Legal Name of Contractor> 100 Cherokee Street <Contractor Address>
Marietta, Georgia 30090 <Contractor Address>
Lisa N. Cupid, Chairwoman <Authorized Signatory, Title> Cobb County Board of Commissioners <Legal Name of Contractor>
Date Date
Approved as to form: Attest:
County Attorney’s Office Corporate Secretary
Corporate Seal
Date
Federal Tax ID Number
2388
Exhibit “A”
Owner’s Request for Proposal #Proposal Number
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Exhibit “B”
Contractor’s Bid/Proposal
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Exhibit “B-1”
Modifications to Exhibit “B”
(if applicable)
Exhibit “B” Contractor’s Bid/Proposal contained certain exceptions to the requirements of Exhibit “A” Owner’s Request for Proposal #Proposal Number. Some of the exceptions are accepted and others are not. Language that is struck through is not accepted. The remainder is accepted with the additional language that is underlined:
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Exhibit “C”
COBB COUNTY
REQUIRED TERMS AND CONDITIONS
These Required Terms and Conditions are hereby agreed to, made and entered into by and between Cobb County, a political subdivision of the State of Georgia, (hereinafter “Cobb County” or “County”), and Vendor Name , a [state] [Choose an item.], located at Vendor address (hereinafter “Vendor” or “Contractor” or “Company”). These Required Terms and Conditions shall be made an exhibit to the Master Agreement between Cobb County and Vendor Name . (“Contract” or “Agreement”) and shall have the same force and effect as the terms and provisions in the Contract. County and Vendor may be referred to individually as “Party,” or collectively, as “Parties.” The Effective Date of this Contract shall be the date that the last party hereto executes the same (the “Effective Date”).
[It is understood by the Parties that Vendor has engaged the following subcontractor(s) to perform Work under this agreement for County:
It is understood by the Parties that no subcontractors are engaged to perform Work under this agreement.]
I. Agreement
A. Entire Agreement. This Agreement, together with all addenda, attachments, and exhibits listed below and incorporated herein by reference, represents the sole and entire agreement between the parties named herein and supersedes all previous or prior agreements, understandings, representations or commitments between the parties and their respective officials, officers, directors, contractors, employees and/or representatives. No oral promises, conditions, representations, understandings, interpretations, or terms of any kind are in effect between the parties or have been offered as an inducement for either party to execute this document.
1. Required Terms and Conditions dated mm/dd/yyyy
2. Master Agreement between County and Vendor dated mm/dd/yyyy
3. Exhibit “1” Invitation to Bid or Request for Proposal (ITB/RFP) #
4. Exhibit “2” Vendor’s Bid or Proposal dated mm/dd/yyyy
5. Exhibit “3” Vendor’s Price Quote #xxxx dated mm/dd/yyyy
6. Exhibit “4” Vendor’s Statement of Work (SOW)# dated mm/dd/yyyy
7. Exhibit “4-A” Project Schedule
8. Exhibit “5” Vendor’s End User License Agreement (EULA), License, Software dated mm/dd/yyyy
9. Exhibit “6” Vendor’s Maintenance or Support Agreement dated mm/dd/yyy
10. Exhibit “7” Vendor’s Service Level Agreement (SLA)
11. Exhibit “8” Third Party Terms and Conditions
12. Exhibit “9” Information Security
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13. Exhibit “10-A” Change Control Definitions and Process
14. Exhibit “10-B” Change Order Form
15. Exhibit “11-A” Contractor Affidavit and Agreement
16. Exhibit “11-B” Subcontractor Affidavit and Agreement
17. Exhibit “11-C” Immigration Compliance Certification
18. Exhibit “12” Conflict of Interest Affidavit
B. These Required Terms and Conditions shall apply to and supersede any additional terms and conditions contained in any purchase order, task order, invoice, delivery receipt, or other document issued by Vendor in conjunction with the services or products provided pursuant to this Agreement.
C. Order of Precedence. In the case of any inconsistency, conflict, ambiguity among the contract documents, the documents shall govern in the following order: (1) Required Terms and Conditions; (2) Exhibit “3” Vendor’s Price Quote; and (3) any other applicable documents.
D. Invalid Terms.
1. Notwithstanding anything else in this Agreement, including any exhibits, attachments or links provided therein, no term shall be valid that:
a) Requires the County to:
i. Defend, indemnify, or hold harmless another person or entity; or ii. Be bound by terms and conditions that are unknown at the time of signing such contract or that may be unilaterally changed by the other party; or iii. Waive damages; or
iv. Release Vendor or third parties from liability; or
v. Assume all risk.
vi. Pay late payment fees, penalties, interest, attorneys’ fees, liquidated damages, or any other fee that would constitute an illegal gratuity under Georgia law; or b) Provides for:
i. A venue for any action or dispute other than a court of competent jurisdiction in Cobb County, Georgia; or
ii. The contract to be construed in accordance with the laws of a state other than the State of Georgia; or
iii. Binding arbitration or binding mediation; or
iv. Renewal beyond the Term; or
v. An automatic renewal such that County funds are or would be obligated in subsequent fiscal years; or
c) Is inconsistent with the provisions of O.C.G.A. § 50-18-70 et seq., relating to open records.
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2. If Agreement, including any exhibits, attachments or links provided therein, contains a term prohibited under this section, such term shall be void, and the Agreement shall be otherwise enforceable as if it did not contain such term.
3. Neither the County nor any agency or department thereof shall be bound by any other new terms and conditions included in any exhibits, orders, invoices, attachments, links, or other document, physical or electronic, which attempt to impose any condition in variance of or in addition to the terms and conditions contain in this Agreement.
II. Scope of Work
Subject to the terms and conditions herein, the term “Services” or “Project” or “Work” means all of the work, product, services, goods, software, licenses, material, equipment, and labor to be provided and performed and completed by Vendor under and as reflected in the Contract, including any and all addendums, exhibits, attachments, appendices, and schedules thereto, and all work reasonably inferable from the specific descriptions. These Required Terms and Conditions shall be an addendum and/or exhibit to the Contract and shall have the same force and effect as the terms and provisions in the Contract.
III. Compensation/Consideration
A. The total amount payable by Cobb County shall not exceed the maximum amount of $__________ (“Price”).
[Or for multi-year:]
Year 1 FY 20yy (mm/dd/yyyy – mm/dd/yyyy) Price: $xxx.xx Year 2 FY 20yy (mm/dd/yyyy – mm/dd/yyyy) Price: $xxx.xx Year 3 FY 20yy (mm/dd/yyyy – mm/dd/yyyy) Price: $xxx.xx Year 4 FY 20yy (mm/dd/yyyy – mm/dd/yyyy) Price: $xxx.xx Year 5 FY 20yy (mm/dd/yyyy – mm/dd/yyyy) Price: $xxx.xx B. As a political subdivision of the State of Georgia, County is exempt from paying most types of taxes and will only pay those taxes it is required to pay under the laws of the State of Georgia or federal law.
C. County shall timely process payment to Vendor. Vendor shall not charge interest or assess payment penalties against County.
D. In the event of a dispute about payment/invoicing, County shall deliver a written statement to Vendor no later than ___days prior to the date payment is due on the disputed invoice listing all disputed items and providing a reasonably detailed description of each disputed item. The parties shall seek to resolve all such disputes expeditiously and in good faith. Vendor shall continue performing its obligations under the Agreement notwithstanding any such dispute.
IV. Term of Agreement
A. Term. The Initial Term of this Agreement shall begin on the Effective Date and continue for twelve (12) months (“Initial Term”). This Agreement may be renewed as herein provided for 2394
up to a total of ________(__) months (“Full Term”).
B. Renewal. This Agreement shall automatically renew annually after Initial Term for twelve (12) months on the Effective Date for each subsequent year for a maximum of ____(__) renewal years unless County provides at least thirty (30) days written notice of an intention not to renew before the expiration of the then-current annual period. This Agreement shall terminate absolutely after ________(__) months. The Parties reserve the right to renew, extend, or amend this Agreement.
C. Termination. This Agreement may be terminated in the methods listed below. If this contract is terminated, County shall be liable only for goods or services delivered or accepted.
1. For Convenience. County may terminate this Agreement at any time for any reason upon thirty (30) days prior written notice to Vendor. The effective date of termination shall be set forth in the notice. As the sole remedy for County’s termination for convenience, Vendor shall be paid for any validated services performed under this Agreement up to the time of termination. Vendor shall not incur new obligations upon receipt of such notice and shall cancel as many outstanding obligations as possible.
2. For Cause. Either Party may terminate this Agreement for cause should the other Party default in the performance of any of the terms, covenants, obligations, or conditions of this Agreement upon thirty (30) days written notice to the defaulting party to cure the default.
a) Cause for termination by the County shall include, but not be limited to, Vendor’s breach of a material provision of the Agreement, failure to complete a deliverable or milestone in a timely manner, and/or failure to dedicate adequate and qualified staff to complete the Work. Failure of Vendor to cure such breach or failure within thirty (30) days shall entitle County to a refund of all compensation paid to Vendor. b) Should the Vendor terminate this Agreement for default in performance that is not cured in a timely manner, the County shall be liable for no more than the amount of goods or services delivered or accepted by County up to the date of termination.
3. By Statute. In compliance with O.C.G.A. § 36-60-13, this Agreement shall be deemed to terminate absolutely and without further obligation on the part of County at the close (December 31) of the calendar year of its execution (“Initial Expiration Date”) and at the close (December 31) of each succeeding year for which it may be renewed, unless otherwise expired, earlier terminated, or renewed all as provided in this Agreement.
Notwithstanding this provision, as permitted by statute, this Agreement may automatically be renewed and extended for consecutive up to one-year periods beyond the Initial Expiration Date until the expiration of the Full Term, unless County notifies Vendor in writing of its intent not to extend this Agreement at least thirty (30) days prior to the date of termination set forth in such notice, or, for any one-year renewal term subsequent to the Initial Expiration Date, at least thirty (30) days prior to the expiration of the then-current annual period.
4. Non-appropriation. In compliance with the terms of O.C.G.A. § 36-60-13, this Agreement shall terminate immediately and absolutely at such time as appropriated or otherwise unobligated funds are no longer available to satisfy the obligation of County. This Agreement does not create a debt of County for the payment of any sum beyond the 2395
calendar year of execution or in the event of renewal, beyond the calendar year of such renewal.
D. Survival. Notwithstanding the stated term, those provisions that expressly state that they survive, or that would by necessity survive, the expiration or earlier termination of this agreement shall so survive. Furthermore, the provisions pertaining to Confidentiality, Open Records, Record Retention, Indemnification, Preservation of Immunities, No Personal Liabilities, Governing Law, Venue, and Invalid Terms shall survive termination or expiration of this Agreement.
V. System Access, Licenses, and Warranties
A. This Contract is a Subscription-Based Information Technology Arrangement (SBITA). It is a contract that conveys control of the right to access and use IT software for authorized purposes alone or in combination with tangible capital assets (underlying IT assets) for a period of time in an exchange or exchange-like transaction.
B. License Grant. Vendor hereby grants to Cobb County a worldwide nonexclusive, nontransferable revocable license to access, use and publicly display the online portion of the Project, as defined in Section 1.1.3.1 below, and a nonexclusive, nontransferable revocable license to distribute to the users the Project (the “License”) during the term of this Agreement.
Vendor also grants to Cobb County a nonexclusive right to advertise, market and promote the Project to its clients and the Users during the term of this Agreement. The License expressly excludes all other rights, including, without limitation, the right to modify or create derivative works of the Project or the right to grant any other sublicensing rights to third parties. The License is revocable under the circumstances and on the terms set forth in this Agreement.
C. Vendor agrees to provide a list and description of all software and licenses required or necessary for the use of such software, to include any continued use or maintenance contemplated by the Contract.
D. Warranties
1. General. Vendor hereby expressly warrants that the Work to be performed hereunder shall be performed in a workmanlike manner, that all Work assigned shall be performed in a manner consistent with that level of care and skill ordinarily exercised by other providers of similar services under similar circumstances at the time Work is provided and as required under the terms of the Contract. Vendor warrants to County that all Services or Goods furnished in connection with Services shall: (a) be new and free from any defects in workmanship, material, and design; (b) conform to applicable specifications; (c) be fit for their intended purpose and operate as intended; and (d) be free and clear of all liens, security interests or other encumbrances.
2. Performance. For the greater of 12 months or the period during which County purchases support services, the software shall materially conform to the requirements of this Agreement, including any statements of work, and, to the extent not inconsistent with the foregoing, the documentation. Further the software shall remain free from material programming errors and defects in workmanship and materials. If material programming 2396
errors are discovered, Vendor shall promptly remedy such errors at no additional expense to County.
3. Infringement. To the best of Vendor’s knowledge, as of the Effective Date, Customer’s licensed use of the software will not infringe upon or misappropriate the intellectual property rights of any third party.
4. Service. The services shall be performed in (a) material accordance with this Agreement, (b) a timely and workmanlike manner, and (c) accordance with industry best practices for services of this kind.
5. Legal Compliance. Vendor shall comply and ensure that its software and services comply with all applicable laws and regulations. Vendor shall, at no additional charge, promptly furnish all updates to the software necessary for compliance with any change in laws or regulation during the term of this Agreement.
6. Privacy. Vendor represents and warrants that, at all times during and after the term of this Agreement, it will comply, at its sole expense, with all applicable local, state, federal, and international privacy, confidentiality, consumer protection, advertising, electronic mail, data security, data destruction, and other similar laws, rules and regulations, whether in effect now or in the future, including, but not limited to the Goldenhar Gramm-Leach Bliley Act and its implementing regulations (all of the foregoing to be collectively referred to as the “Privacy and Security Requirements”). Vendor acknowledges that it alone is responsible for identifying, understanding, and complying with its obligations under the privacy and Security Requirements as they apply to its performance of this Agreement and possession of personal information.
7. Anti-Virus. Vendor has taken every commercially reasonable precaution to ensure and to the best of Vendor’s knowledge, the software does not contain any virus or similar code that may destroy, modify, alter, or cause the destruction, modification or alteration, in whole or in part, of any of County’s data, equipment, devices, networks, or software.
Further, Vendor warrants: (a) that its software and/or systems are not dependent on obsolete software, including anything with a known vulnerability; (b) that all critical updates to the software and/or systems have or shall be applied as identified or as needed; and (c) that Vendor’s software and/or system have the means to receive such critical updates.
8. Offshoring of Data. All services shall be performed and rendered within the continental United States. Vendor shall not transmit or make available any customer Confidential Information, including personal data, to any entity or individual outside of the continental United States.
9. Open Source and Third Party Software. Vendor represents and warrants that is shall not deliver to County any third party software, including open source software, that would require County to accept and be bound by any third party terms and conditions unless such terms and conditions are expressly identified in and attached to this Agreement as Exhibit “8” Third Party Terms and Conditions and to the extent that such terms and conditions are consistent with the Invalid Terms provisions of this Agreement. Except as provided in Exhibit “8” Third Party Terms and Conditions as amended by the Invalid Terms 2397
provision of this Agreement, County hereby rejects all such third party terms and conditions.
10. Pass Through Warranties. Vendor shall assign and pass-through to County all representations, warranties, and indemnities to Vendor in its contracts with their party licensors and suppliers relating to the software.
11. Known Performance Issues. There is no existing pattern or repetition of customer complaints regarding the software, including functionality or performance issues. Further, Vendor’s engineers have not currently identified any repeating adverse impact on the software, including functionality or performance, for which the root cause is believed to be a flaw or defect in the software.
12. Authority.
a) Vendor has full power, capacity, and authority to enter into and perform this Agreement and to make the grant of rights contained herein, including without limitation, the right to license any ancillary or third party programs licensed to County under this Agreement.
b) Vendor has all licenses and intellectual property rights necessary to install and produce customizations, enhancements, updates, and/or corrections to the software used in performance of and as required under this Agreement in accordance with industry standards and in a professional and workmanlike fashion. c) Vendor’s performance of this Agreement does not violate or conflict with any agreement to which Vendor is a party.
d) Vendor represents that there is no pending or threatened litigation that would have a material adverse impact on its performance under this Agreement.
E. Changes in Functionality. Vendor shall not modify or change the software to reflect a material diminution in the form, features or functionality of the software from that existing as of the Effective Date. Accordingly, Vendor shall not change the form, features, or functionality of the software in any material adverse manner from that originally licensed under this Agreement.
F. Documentation. The documentation provided by Vendor shall be complete and accurate so as to enable a reasonably skilled user to effectively use all of the software’s features and functions without assistance from the Vendor. Further, on each date that the Vendor delivers documentation to County, such documentation shall be Vendor’s most current version thereof.
G. These warranties survive any delivery, inspection, acceptance, payment, or termination of the Contract. These warranties are cumulative and in addition to any other warranty provided by law or equity. Any applicable statute of limitations runs from the date of County’s discovery of the noncompliance. If County gives Vendor notice of noncompliance, Vendor shall, at its own cost and expense, promptly replace or repair nonconforming Goods or Services. This paragraph shall be construed as being in addition to any warranty provision in the Contract.
XI. Ownership of Work
A. County Ownership. All reports, designs, drawings, plans, specifications, schedules, work product, and other materials, including those in electronic form, prepared or in the process of being prepared for the Work to be performed by Vendor (“Materials”) not otherwise created 2398
in the course of business for Vendor’s broader customer base shall be the property of County, and County shall be entitled to full access and copies of all such Materials in the form prescribed by County. Any such Materials remaining in the hands of Vendor or subcontractor upon completion or termination of the Work shall be delivered immediately to County; provided that Vendor may retain a copy of any deliverables for its records. Vendor assumes all risk of loss, damage or destruction of or to such Materials. If any Materials are lost, damaged, or destroyed before final delivery to County, Vendor shall replace them at its own expense. Any and all copyrightable subject matter in all Materials is hereby assigned to County, and Vendor agrees to execute any additional documents that may be necessary to evidence such assignment.
To the extend allowed by law, Cobb County shall retain all right, title and interest in and to any and all patent, copyright, trademark, trade secret, domain name registrations, websites, and other intellectual property rights, throughout the world, and all registrations and applications thereon (“Intellectual Property Rights”) in and to (i) Cobb County’s governmental and trade names, logos, trademarks, service marks and similar identifying material (“Cobb County Marks”) and (ii) the websites directly or indirectly owned, operated or maintained by Cobb County, and (iii) all information owned, managed or developed by Cobb County.
B. Vendor Ownership Rights. To the extent allowed by law, Vendor shall retain all right, title and interest in and to any and all Intellectual Property Rights in and to the (i) its Work (with the exception of Intellectual Property Rights owned by Cobb County contained therein), (ii) Describe as needed, (iii) any developed or licensed documentation, and all modifications thereto and derivative works thereof, and (iv) all information owned, managed or developed by Vendor.
C. User Data. As between the parties, all right, title and interest in and to the data in the Work that is entered by, created for or existing about users, Cobb County and its clients and vendors during the Term (“User Data”) shall be owned by Cobb County with full rights to use, market and license others to use such User Data only in compliance with applicable laws.
XI. Staff Assigned to Project
A. Staff. Vendor shall maintain at all times, until the completion of the Project, experienced technical/implementation staff, in adequate numbers and with necessary skillset, functions and responsibilities satisfactory to County; and ensure that staff carries out the following duties: (i) preparation and execution of the plan of activities proposed for project implementation, pursuant to the provisions of Exhibit “4” Vendor’s Statement of Work; and (ii) proper testing prior to milestone, deliverable or solution turnover to County staff.
B. Staff Replacement. County and Vendor agree to act in good faith to complete this project and work toward mutual resolutions. In the event that the County has an issue with an individual on the project, County shall have the right to require the removal and replacement of Vendor’s technical/implementation staff member(s) from providing services to County under this Contract. County shall notify Vendor in writing of such action. Vendor shall accomplish the removal and replacement within five (5) business days after written notice to Vendor. County shall review and approve the appointment of the replacement staff. Said approval shall not be unreasonably withheld. County is not required to provide any additional information, reason 2399
or rationale in the event it requires the removal of Vendor’s staff from providing further services under the Contract.
C. Staff Transition. If it is known that a member of the Vendor project team will be leaving the project, a replacement will be chosen to join the team, and become familiar with the project before the original team member leaves, to ensure that the transition-in will be seamless. If a member of the Vendor project team leaves unannounced, prompt replacement shall be made in accordance with this Section.
XII. Indemnification
The following obligations to indemnify the Indemnified Party(ies) shall survive the expiration or termination of this Agreement and applies notwithstanding any contrary provision.
A. Indemnification of County. Vendor covenants and agrees to take and assume all responsibility for the software and services (“Work”) rendered in connection with this Agreement. Vendor shall bear all losses and damages directly or indirectly resulting to it and/or County on account of the performance or character of the Work rendered pursuant to this Agreement. To the fullest extent permitted by law, Vendor shall defend, indemnify and hold harmless County and County’s elected and appointed officials, officers, boards, commissions, employees, representatives, consultants, servants, agents, attorneys and volunteers (individually an “Indemnified Party” and collectively “Indemnified Parties”) from and against any and all claims, suits, actions, judgments, injuries, damages, losses, costs, expenses and liability of any kind whatsoever, including but not limited to attorney’s fees and costs of defense (“Liabilities”), which may arise from or be the result of alleged willful, negligent or tortious conduct arising out of the Work, performance of contracted services, or operations by Vendor, any subcontractor, anyone directly or indirectly employed by Vendor or subcontractor or anyone for whose acts Vendor or subcontractor may be liable, regardless of whether or not the negligent act 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 any other right or obligation of indemnity which would otherwise exist as to any party or person described in this provision.
B. In any and all claims against an Indemnified Party, by any employee of Vendor, its subcontractor, anyone directly or indirectly employed by Vendor or subcontractor or anyone for whose acts Vendor or subcontractor may be liable, the indemnification obligation set forth in this provision shall not be limited in any way by any limitation on the amount or type of damages, compensation or benefits payable by or for Vendor or any subcontractor 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(ies) shall survive expiration or termination of this Agreement, provided that the claims are based upon or arise out of actions or omissions that occurred during the performance of this Agreement and applies notwithstanding any contrary provision.
C. Intellectual Property Indemnification. Vendor shall hold 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 furnished or used in the performance of this Agreement, for which Vendor is not the patentee, assignee, licensee, or other lawful user. 2400
D. Environmental Indemnification. Vendor agrees to indemnify, defend, and hold harmless an Indemnified Party, to the fullest extent allowed under O.C.G.A. § 13-8-2, from and against all claims, suits, actions, judgments, forfeitures, damages, losses, costs, demands, or expenses and liability, of whatever kind or nature, contingent or otherwise, known or unknown, incurred under, or imposed by, any provision of federal, state or local law or regulation, common law, or in equity, including but not limited to all administrative claims, claims for injunctive relief, claims for property damage, natural resources damages, nuisance claims, bodily injury claims (including death), environmental response, remediation, abatement, detoxification, cleanup costs, removal or disposal of, or otherwise with respect to, hazardous or potentially hazardous substances, fines, penalties, and expenses (including without limitation attorney fees, consultant fees, expert fees, costs, and expenses incurred in investigating and defending against the assertion of such liabilities) that may arise from or be the result of any alleged willful, negligent or tortious conduct of that in any way may arise from, be the result of, or relate to any act or omission of Vendor, or anyone directly or indirectly employed by or otherwise in any way acting on behalf of Vendor, in its performance of the Agreement, the operation of the Facility, or failure to operate the Facility other than in accordance with this Agreement or Applicable Law, regardless of whether or not the negligent act is caused in part by an Indemnified Party. This indemnity obligation shall run from the time of initial discovery of any such potentially adverse environmental condition and shall not be construed to commence only upon realization of an actual economic loss resulting from such condition. This indemnity obligation does not include Liabilities caused by or resulting from the sole negligence of an Indemnified Party or any other act, liability, or obligation in any way prohibited by O.C.G.A. § 13-8-2. Such obligation shall not be construed to negate, abridge, or otherwise reduce any other right or obligation of indemnity which would otherwise exist as to any party or person described in this provision. Notwithstanding anything herein to the contrary, this indemnification provision shall survive the termination of the Agreement.
XIII. 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. 2401
3. Workers’ Compensation and Employers Liability: Workers’ Compensation limits as required by the State of Georgia and Employers Liability of $1,000,000 per occurrence or disease.
4. Professional Liability, Technology Errors and Omissions, and Cyber Insurance Coverage:
$2,000,000 per claim and $4,000,000 in the aggregate is required, in the event that Vendor is performing design, engineering, or other professional services.
5. Professional Liability (Errors and Omissions) and Coverage: $2,000,000 per claim and $4,000,000 in the aggregate. Vendor shall maintain Technology Errors and Omissions Insurance, which must include coverage Multimedia Liability, Privacy Liability, Network Security Liability, Breach Costs Coverage (including Notification, Credit Monitoring, Forensics, Public Relations), and Regulatory Fines and Penalties assessed due to a Data (Privacy) Breach.
a) Technology Errors and Omissions insurance must cover liabilities, punitive damages, and claim expenses arising from errors, omissions, or negligent acts in rendering or failing to render (1) all services promised, including but not limited to computer or information technology services, (2) products that perform the intended function or serve the intended purpose, and (3) violation of software copyright. b) Services insured, at a minimum, must include (1) systems analysis, (2) systems programming, (3) data processing, (4) systems integration, (5) outsourcing including outsourcing development and design, (6) systems design, consulting, development and modification, (7) training services relating to computer software or hardware, (8) management, repair, and maintenance of computer products, networks, and systems, (9) marketing, selling, servicing, distributing, installing and maintaining computer hardware or software, (10) data entry, modification, verification, maintenance, storage, retrieval or preparation of data output, and (11) any other services provided by the vendor.
c) Vendor shall maintain Privacy, Security, and Technology Insurance. i. Vendor’s policy must include coverage for (1) loss, disclosure, and theft of data in any form; (2) media and content rights infringement and liability (excluding patents and trade secrets), including but not limited to, software copyright infringement; and (3) network security failure, including but not limited to, denial of service attacks and transmission of malicious code.
ii. The insurance coverage must include data breach regulatory fines and penalties, the cost of notifying individuals of a security or data breach, the cost of credit monitoring services, and any other causally-related crisis management expense for up to one (1) year.
iii. The insurance coverage must also contain severability for the insured organization for any intentional act exclusions.
iv. If the coverage is provided on a claims-made basis, then it must be maintained for a period of two (2) years after acceptance of the deliverables and/or services provided in connection with this Agreement.
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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) Builder’s “All Risk” Insurance: In the event Vendor is performing vertical construction services under the Agreement, Vendor shall procure and maintain “All-Risk” Builder’s insurance, written on a commercially recognized policy form, providing coverage for the Work performed under the contract, and the materials, equipment or other items incorporated therein, while the same are located at the construction site, stored offsite, or at the place of manufacture. The policy limit shall be in a minimum amount equal to the “full insurable value” of such equipment and 100% of the value of the Agreement, including any additional costs which are normally insured under such policy. The insurance coverage shall include boiler and machinery insurance on a comprehensive basis and include coverage against damage or loss caused by earth movement (including but not limited to earthquake, landslide, subsidence and volcanic eruption), fire, flood, hurricanes, explosion, hail, lighting, weather, vandalism, malicious mischief, wind, collapse, riot, aircraft, smoke, or other cataclysmic events, and coverage against damage or loss caused by machinery accidents and operational and performance testing, commissioning and start-up, with extended coverage, and providing coverage for transit, with sub-limits sufficient to insure the full replacement value of the property or equipment removed from its site and while located away from its site until the date of final acceptance of the Work.
The making of progress payments to Vendor shall not be construed as relieving Vendor or its subcontractors or insurance carriers providing the coverage described herein for responsibility for loss or direct physical loss, damage or destruction occurring prior to final acceptance of the Work.
e) 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:
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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.
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 cross-liability 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 2404
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.
K. 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.
IX. Records: Retention and Confidentiality
A. Examination and Retention of Records. Vendor shall maintain, and County and its representatives shall have the right to audit, examine, all books, records, documents, accounting procedures and practices, and other evidence sufficient to reflect properly all direct and indirect costs of whatever nature claimed to have been incurred and anticipated to be incurred for the Work or performance of the Contract and similar materials relating to work performed for County under this Contract on file for at least ten (10) years following the date of final payment to Vendor by County. Vendor shall maintain all books, records, work papers, documents, accounting ledgers, databases for at least ten (10) years following the date of final payment to Vendor by County. All records stored on a computer database must be of a format compatible with County’s. Any duly authorized representative(s) of County shall have access to such records for the purpose of inspection, audit, and copying at reasonable times, during usual and customary business hours. All original documents, including, but not limited to, reports, plans, work papers, (including electronic copies), documents, data, and records developed in connection with the services performed hereunder shall belong to and remain the property of County. Vendor may retain electronic files and reproducible copies of such documents.
B. Confidential Information. Vendor acknowledges that some information which may come into its possession or knowledge in connection with the Work may consist of confidential 2405
information of County, its elected officials, or employees, the disclosure of which to, or use by, third parties may be damaging to County, its elected officials or employees and/or may violate applicable law(s). Vendor accordingly agrees to hold all such confidential information, together with all material containing confidential information, in strictest confidence, not to make use thereof other than as reasonably necessary to perform according to this Agreement, and not to release or disclose any confidential information to any other person or entity except as may be required by law. Vendor shall inform and instruct all employees, subcontractors, or other agents or representatives of this obligation of confidentiality. Vendor shall immediately remove any of its employees, subcontractors, or other agents or representatives from performing work in connection with this Agreement upon request of notice from County that County reasonably believes such person or entity has failed to comply with the confidentiality obligations hereunder. Any employee, subcontractor, or other agent or representative so removed shall be replaced as provided for in the staffing requirements of this Agreement. For the purposes hereof, “Confidential Information” includes, without limitation, all personally identifiable data, trade secrets, copyrighted material, and other confidential and proprietary information not subject to disclosure or use, as such terms may be respectively defined in O.C.G.A. § 10-1-761, O.C.G.A. § 50-18-72, 45 CFR. §1 64.524, 45 CFR. § 84.14(d). “Confidential Information” further includes, without limitation, all employee data, personnel records, health records, physician and provider notes, medical bills, claims, and other written information of a personal nature.
C. Open Records. Vendor acknowledges that County’s disclosure of documentation is governed by Georgia’s Open Records Act, Act, O.C.G.A. § 50-18-70 et seq., and anything submitted to County is subject to release as public information. If Vendor believes that part or parts of its submission may be exempted from disclosure, Vendor must specify page-by-page and line-byline the parts of the submission, which it believes, are exempt. In addition, Vendor must specify which exception(s) are applicable and provide detailed reasons to substantiate the exception(s).
As required by law, Vendor is responsible for protecting its trade secrets and other proprietary information.
D. Request. To the extent practicable and not legally prohibited, Vendor shall promptly notify County of any request for County information including any request required by law or judicial or regulatory process or pursuant to Georgia’s Open Records Act, O.C.G.A. § 50-18-70 et seq., prior to disclosing such information. In no case shall such notification occur more than five business days after receipt of such request.
X. Notices
A. All written notices, demands, and other papers or documents to be delivered to County or Vendor under this Contract shall be delivered personally, by prepaid registered or certified mail return receipt requested, or by overnight receipted delivery service to the following addresses:
1. If to Cobb County:
<insert department>
<insert address here>
Attention: <insert name here>___
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Electronic notice to: <insert email address here, or specify N/A> Cobb County Attorney
100 Cherokee Street, Suite 350
Marietta, GA 30090
2. If to Vendor:
Vendor Name
<address>
Attention: <insert name here>___
Electronic notice to: <insert email address here, or specify N/A> B. Any subsequent changes to place or places specified above shall be designated in writing by Vendor and County to the other.
XI. Relationship of the Parties
Vendor hereby covenants and declares that it is engaged in an independent business and agrees to perform the Work as an independent contractor and not as the agent or employee of County.
Nothing contained in this Agreement shall be construed to make Vendor or any of its employees, servants or subcontractors an employee, servant or agent of County for any purpose. Vendor agrees to be solely responsible for its own matters relating to the time and place the Work is performed and the method used to perform such Work; the instrumentalities, tools, supplies and/or materials necessary to complete the Work; hiring of subcontractors, agents or employees to complete the Work; and the payment of employees, including compliance with Social Security, withholding and all other regulations governing such matters. County will not withhold income or other taxes on the fees paid to Vendor under this Contract and Vendor shall be solely responsible for the payment of all such taxes. Vendor is not entitled to any of the benefits that County provides for County’s employees. Vendor agrees to be solely responsible for its own acts and omissions and those of its subordinates, employees, subcontractors, and suppliers during the life of this Agreement. Vendor specifically shall be responsible for sufficient supervision and inspection to ensure compliance in every respect with the Contract requirements. There shall be no contractual relationship between any subcontractor or supplier and County by virtue of this Agreement with Vendor. Any provisions of this Agreement that may appear to give County the right to direct Vendor as to the details of the services to be performed by Vendor or to exercise a measure of control over such services will be deemed to mean that Vendor shall follow the directions of County with regard to the results of such services only. It is further understood that this Agreement is not exclusive, and County may hire additional entities to perform Work related to this Agreement. Inasmuch as County and Vendor are independent of each other, neither has the authority to bind the other to any third person or otherwise to act in any way as the representative of the other, unless otherwise expressly agreed to in writing signed by both Parties hereto.
Vendor agrees not to represent itself as County’s agent for any purpose to any party or to allow any employee of Vendor to do so, unless specifically authorized, in advance and in writing, to do 2407
so, and then only for the limited purpose stated in such authorization. Vendor shall assume full liability for any contracts or agreements Vendor enters into on behalf of County without the express knowledge and prior written consent of County.
XIV. Georgia Security and Immigration Compliance Act
A. Immigration Compliance. County and Vendor agree that compliance with the requirements of O.C.G.A. § 13-10-91 and Rule 300-10-1-.02 of the Rules of the Georgia Department of Labor are conditions of this Agreement for the physical performance of services. Physical performance of services includes 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.
B. Vendor further agrees and represents that its compliance with the requirements of O.C.G.A. §13-10-91 and DOL Rule 300-10-1-.02 is attested to on the executed Exhibit “11-A” Contractor Affidavit and Agreement, included herein by reference.
C. Vendor further agrees and represents that:
1. Vendor (and any subcontractors, regardless of tier) shall fully comply with the requirements for completing Exhibit “11-C” Immigration Compliance Certification and that such certification shall be received by County prior to the commencement of any work under the contract or subcontract;
2. Vendor (or any subcontractor, regardless of tier) shall notify County within five (5) business days of entering into a contract or other agreement for hire with any subcontractor(s), regardless of tier;
3. Vendor shall be responsible for obtaining and providing to County Exhibit “11-B” Subcontractor Affidavit and Agreement and Exhibit “11-C” Immigration Compliance Certification, each incorporated herein by reference, 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;
4. County 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);
5. Any contractor and/or subcontractor retaining any other subcontractor to perform services under the contract shall provide legal notice to any subcontractor of the requirements of County for immigration compliance and further provide notice that County 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);
6. Failure to comply with any of the requirements and procedures of 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 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 County to dismiss any general contractor or to 2408
require the dismissal of any subcontractor or sub/subcontractor (irrespective of tier) for failing to fully comply with these requirements;
7. Upon notice of a material breach of these provisions, Vendor (or subcontractor, regardless of tier) shall be entitled to cure the breach within ten (10) days and provide evidence of such cure. Should the breach not be cured, County shall be entitled to all available remedies, including termination of the Contract, the requirement that a subcontractor be dismissed from performing work under the Contract, and any and all damages permissible by law.
D. Immigration Compliance Certification. Prior to commencing work under any contract for the physical performance of services, Vendor shall submit a completed Exhibit “11-C” Immigration Compliance Certification. Prior to allowing any other subcontractor to perform work under the contract, Vendor shall obtain a completed Exhibit “11-C” Immigration Compliance Certification from each subcontractor (regardless of tier) and submit the same to County.
XV. Conflict of Interest Affidavit
A. Vendor agrees and shall execute Exhibit “12” Conflict of Interest Affidavit attesting that it shall not engage in any activity or conduct that would result in a violation of the Cobb County Code of Ethics or any other similar law or regulation. Vendor certifies that, to the best of its knowledge, no circumstances exist that will cause a conflict of interest in performing the services required by this Agreement, that no employee of County, nor any member thereof, nor any public agency or official affected by this Agreement, has any pecuniary interest in the business of Vendor or his subcontractor(s) and that no person associated with Vendor or its subcontractor(s) has any interest that would conflict in any manner or degree with the performance of the Agreement.
Should Vendor become aware of any circumstances that may cause a conflict of interest during the Term of this Agreement, Vendor shall immediately notify County. If County determines that a conflict of interest exists, County may require that Vendor take action to remedy the conflict of interest or terminate the Agreement without liability. County shall have the right to recover any fees paid for services rendered by Vendor when such services were performed while a conflict of interest existed, if Vendor had knowledge of the conflict of interest and did not notify County within five (5) business days of becoming aware of the existence of the conflict of interest.
B. Vendor warrants that it and its subcontractor(s) have not employed or retained any company or person, other than a bona fide employee working solely for Vendor or its subcontractor(s), to solicit or secure this Agreement and that Vendor and its subcontractor(s) have not paid or agreed to pay any person, company, corporation, individual, or firm other than a bona fide employee working solely for Vendor or its subcontractor(s) any fee, commission, percentage, gift or other consideration contingent upon or resulting from the award of this Agreement.
For any breach or violation of this provision, County shall have the right to terminate the Agreement without liability and, at its discretion, to deduct from the price, or otherwise recover, the full amount of such fee, commission, percentage, gift, payment, or consideration.
C. Vendor shall include the terms and conditions of Paragraphs A and B of this Section in all subcontractor agreements for Work to be performed under this Agreement. 2409
XII. Miscellaneous.
A. Governing Law and Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of Georgia. If any action at law or in equity is brought to enforce or interpret the provisions of this Agreement, the rules, regulations, statutes, and laws of the State of Georgia will control. Any action or suit related to this Agreement shall be brought in the Superior Court of Cobb County, Georgia, and Vendor submits to the jurisdiction and venue of such court. Prior to filing any claim or action related to this Contract, the parties may, but shall not be obligated to, submit such claim or action to non-binding mediation before a mediator mutually agreeable to the parties. The parties shall share equally in the costs of mediation.
B. Severability of Provisions. If a part or any provision of this Contract shall be deemed invalid or unenforceable under applicable law, said part shall be ineffective only to the extent of such prohibition or unenforceability without invalidating the remainder of such provision or the remaining provisions of the Contract, which shall be interpreted so as to give the greatest effect possible thereto.
C. Review and Inspection of Work. Vendor shall produce progress reports or copies of any Work as performed under this Contract at any time as requested by County. Refusal by Vendor to submit progress reports shall be cause to withhold payment to Vendor until Vendor complies with County’s request in this regard, or cause for termination of this Contract.
D. Assignment. This Agreement is binding on the heirs, successors, and permitted assigns of the parties hereto. This Agreement may not be assigned by County or Vendor without the prior, written consent of the other party.
E. Third Party Beneficiaries. Neither party intends to directly benefit a third party by this Contract. The parties agree that no third party shall be entitled to assert a right or claim against either of them based on this Contract.
F. Materiality. Each term of this Agreement is material, and Vendor’s breach of any term of this Agreement shall be considered a material breach of the entire Agreement and shall be grounds for termination or exercise of any other remedies available to County at law or in equity.
G. Compliance with Laws. Vendor shall comply with all applicable federal, state, and local laws, codes, ordinances, rules, and regulations in performing under the Contract.
H. Amendment. No modification, amendment, or alteration in the terms or conditions contained herein or in the Contract shall be effective unless contained in a written document prepared with the same formality as the Contract and agreed to by both Parties in writing.
I. Preservation of Immunities. No provision of this Agreement shall be construed or interpreted so as to waive any of the immunities or protections otherwise afforded the parties by the Constitution, statutes, rules and regulations of the State of Georgia. Nothing contained in this Agreement shall be construed to be a waiver of County’s sovereign immunity or any individual’s qualified good faith or official immunities.
J. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument.
K. Waiver. No failure by County to enforce any right or power granted under this Agreement, or to insist upon strict compliance by Vendor with this Agreement, and no custom or practice of 2410
County at variance with the terms and conditions of this Agreement shall constitute a general waiver of any future breach or default or affect County’s right to demand exact and strict compliance by Vendor with the terms and conditions of this Agreement. Further, no express waiver shall affect any term or condition other than the one specified in such waiver, and that one only for the time and manner specifically stated.
L. Headings. All headings herein are intended for convenience and ease of reference purposes only and in no way define, limit, or describe the scope or intent thereof, or of this Agreement, or in any way affect this Agreement.
M. Time is of The Essence. With regard to all dates and/or time periods in this Agreement or any of the documents incorporated by reference into this Agreement and/or the mutually agreed to project plan, time is of the essence.
N. Subcontracts. Vendor shall be responsible for the work products and actions of all subcontractors. All subcontractors are subject to approval by County. Subcontractors must comply with the same insurance requirements as Vendor. Subcontractors must comply with the requirements of the Georgia Security and Immigration Compliance Act as set forth in this Agreement.
O. Liquidated Damages. The Parties acknowledge and agree that delays in the completion of the Work will result in damages to County and that the exact sum of such damages to County are impossible to precisely estimate and will be difficult to ascertain. If the Work is not completed in accordance with Exhibit “4-A” Project Schedule, then Vendor shall be required to pay County $100 per business day that the Work is delayed. The liquidated damages set forth in this section are intended to be, and the parties acknowledge and agree that (1) the liquidated damages are reasonably proportionate to and are a reasonable estimate of the probable loss that Owner is likely to incur as a result of delays, and (2) the liquidated damages are not intended to be a penalty.
[SIGNATURE PAGE TO FOLLOW]
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IN WITNESS WHEREOF, said parties have hereunto set their seals.
Vendor County
______________________________ ______________________________ Name and Title Lisa N. Cupid, Chairwoman
Vendor Name Cobb County Board of Commissioners
______________________________ ______________________________ Date Date
SEAL
Attest: Attest:
______________________________ ______________________________ Name and Title Pamela L. Mabry, County Clerk
Recommended by:
______________________________
Name and Title
Approved as to Form
______________________________
Cobb County Attorney’s Office
2412
Exhibit “1” Invitation to Bid or Request for Proposal
2413
Exhibit “2” Vendor’s Bid or Proposal
2414
Exhibit “3” Vendor’s Price Quote
2415
Exhibit “4” Vendor’s Statement of Work
2416
Exhibit “4-A” Project Schedule
2417
Exhibit “5” Vendor’s End User License Agreement (EULA), License, Software
2418
Exhibit “6” Vendor’s Maintenance or Support Agreement
2419
Exhibit “7” Vendor’s Service Level Agreement
2420
Exhibit “9” Information Security
Information Security
1. General Provisions
1.1. Contractor represents and warrants that it will comply with all applicable federal, state, and local privacy and data protection laws, as well as all other applicable regulations.
1.2. Contractor shall implement administrative, physical, and technical safeguards to ensure the security of Protected Information that are no less rigorous than accepted industry practices including National Institute of Standards and Technology (NIST) 800-53, Center for Internet Security (CIS) controls, the International Organization for Standardization’s standards: ISO/IEC 27001:2005 – Information Security Management Systems – Requirements and ISO-IEC 27002:2005 – Code of Practice for International Security Management, the Information Technology Infrastructure Library (ITIL) standards, or other applicable industry standards for information security, and shall ensure that all such safeguards, including the manner in which Protected Information is collected, accessed, used, stored, processed, disposed of and disclosed, comply with all applicable data protection and privacy laws, as well as the terms and conditions of this Agreement.
1.3. All employees and subcontractors given access to any Personally Identifiable Information (PII) or Restricted or Protected Information such as information protected as or by Payment Card Industry Data Security Standard (PCI DSS), PII, Health Insurance Portability and Accountability Act (HIPAA), Criminal Justice Information Services (CJIS), etc. must agree to abide by the terms of the Agreement and restrict the use of Protected Information only for subcontractor’s or employees’ internal business purposes and only as necessary for the execution of the Agreement.
1.4. Contractor shall maintain current supported operating system for Cobb County systems.
1.5. Contractor shall provide evidence of background check completion.
1.6. If any regulator, or any subpoena, warrant, or other court or administrative order, requires Contractor to disclose or provide County Data to a regulator or to any third party, or to respond to inquiries concerning the processing of County Data, Contractor shall promptly notify County, unless prohibited by applicable law. Following such notification, Contractor shall reasonably cooperate with County in its response, except to the extent otherwise required by applicable law.
1.7. County consents to Contractor’s use of subcontractors to provide aspects of the Services and to Contractor’s disclosure and provision of County Data to those subcontractors.
Contractor shall be responsible for the performance of its subcontractors. Contractor shall ensure subcontractors are subject to contractual obligations which are the same as or equivalent to those imposed on Contractor with regard to the processing of County Data.
Contractor shall maintain a list of its subcontractors on its company website under the Privacy page. Contractor shall inform County of any intended changes concerning the addition or replacement of any subcontractor within a reasonable time prior to implementation of such change. In the event of County objecting to such change, Contractor shall make reasonable efforts to address County’s concerns (including making reasonable efforts to find an alternative subcontractor). 2421
1.7.1. Contractor shall comply and shall require its personnel and subcontractors’ personnel to comply, with all applicable laws, rules, and regulations, as well as County policies and standards in effect during the performance of this Agreement, including (without limitation) County’s reasonable confidentiality requirements, County’s policies, standards and procedures regarding data access, security, personnel conduct, safety, and ethics, including spoken directives of County facility staff. In the event that any of Contractor’s or a subcontractor’s personnel do not comply with such requirements, County, in its sole reasonable discretion, may have the personnel’s access revoked and/or have such personnel removed from the premises.
2. Compliance
2.1. If, in the course of this engagement, Contractor has access to or will collect, access, use, store, process, dispose of or disclose credit, debit, or other payment cardholder information, Contractor shall at all times remain in compliance with the PCI DSS requirements, including remaining aware at all times of changes to the PCI DSS and promptly implementing all procedures and practices as may be necessary to remain in compliance with the PCI DSS at Contractor’s sole cost and expense.
2.2. If, in the course of this engagement, Contractor has access to or will collect, access, use, store, process, dispose of or disclose protected health information, Contractor shall at all times remain in compliance with HIPAA requirements, including remaining aware at all times of changes to HIPAA and promptly implementing all procedures and practices as may be necessary to remain in compliance with HIPAA at Contractor’s sole cost and expense.
2.2.1. Contractor agrees to execute and incorporate into this Agreement a Business Associate Agreement if and when it is necessary under HIPAA, including any regulations promulgated thereunder, including as a result of a change in the Services or the manner in which they are provided.
2.3. If, in the course of this engagement, Contractor has access to or will collect, access, use, store, process, dispose of or disclose criminal justice information, Contractor shall at all times remain in compliance with CJIS requirements, including remaining aware at all times of changes to CJIS and promptly implementing all procedures and practices as may be necessary to remain in compliance with CJIS, including certifying staff for background check and training, at Contractor’s sole cost and expense.
2.4. In respect of Personal Data provided to Contractor by County in connection with the Agreement, Contractor shall comply and shall ensure that its personnel complies, with the requirements of state, federal, and national privacy laws and regulations governing such Personal Data in Contractor’s possession or under its control and applicable to Contractor’s provision of Services.
2.5. Contractor shall notify County, without undue delay, of any breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to County Data in Contractor’s possession or under its control (a “Data Breach”).
Each party shall reasonably cooperate with the other with respect to the investigation and resolution of any Data Breach including, in the case of Contractor, prompt provision of the following, to the extent then known to Contractor: (i) the possible cause and 2422
consequences of the Data Breach; (ii) the categories of County Data involved; (iii) a summary of the possible consequences for the relevant users; (iv) a summary of the unauthorized recipients of County Data; and (v) the measures taken by Contractor to mitigate any damage. Upon confirmation of any vulnerability or breach of Contractor’s security affecting County Data in Contractor’s custody and control, Contractor shall modify its processes and security program, as necessary, to mitigate the effects of the vulnerability or breach upon such County Data.
3. Data Security
3.1. Contractor shall ensure all County Data remains within the United States and is not processed, stored, transmitted, or disposed of out of the country without the prior written authorization by County.
3.2. Where possible, Contractor shall remove, disable or change all default credentials prior to placing equipment into production. Removal is preferable.
3.3. Contractor shall uninstall or disable unnecessary programs and services prior to placing equipment into production. Uninstalling is preferable.
3.4. Contractor shall implement and maintain commercially reasonable technical and organizational security measures designed to meet the following objectives: (i) ensure the security and confidentiality of County Data in the custody of and processed by Contractor; (ii) protect against any anticipated threats or hazards to the security or integrity of such County Data; (iii) protect against unauthorized access to or use of such County Data; and (iv) ensure that Contractor’s return or disposal of such County Data is performed in a manner consistent with Contractor’s obligations under items (i)-(iii).
3.5. Contractor shall store all County backup data as part of its designated backup and recovery processes in encrypted form, using a commercially supported encryption solution.
Contractor shall encrypt all County confidential data. Encryption solutions will be deployed with no less than a 128-bit encryption key using the Advanced Encryption Standard (AES). The encryption standards apply to data at rest and data in motion.
3.6. Contractor shall use Transport Layer Security (TLS) protocol TLS 1.2 or higher.
3.7. If any user requests Contractor to provide them with information relating to processing of their Personal Data, or to make changes to their Personal Data, Contractor shall promptly notify County of the request, unless otherwise required by applicable law. County may make changes to User Data using the features and functionality of the Application.
Contractor shall not make changes to User Data except as agreed in writing with County.
Contractor shall process County Personal Data only as necessary to provide the Services, and in accordance with County’s written instructions. This Agreement and County’s use of the Application’s features and functionality are County’s instructions to Contractor in relation to the processing of County Personal Data.
3.8. County is solely responsible for its data retention obligations with respect to County Data.
County may export County Data from the Application at any time during the Agreement Term, using the Application’s then existing features and functionality, at no additional charge. County may delete County Data on its Instances at any time. Contractor shall delete County’s Instances (and any data remaining on such Instances) upon termination or expiration of the Agreement.
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3.9. All rights, title, and interest in and to County Data are and shall remain the property of County. County understands that certain applications will not function absent County Data, and as such, County shall provide digital files, in the form and format and on the schedule specified by Contractor, County Data, and other information reasonably required for Contractor’s performance of its obligations under the Agreement. Subject to the terms of the Agreement, County hereby grants to Contractor throughout the term of the Agreement (and after the term solely as reasonably necessary for the performance of Contractor’s post-termination obligations to County) the rights to use, reproduce, store, distribute, modify, cache, and transmit County Data via the applicable Application solely to the extent necessary for Contractor to provide the Services or otherwise perform its obligations under the Agreement. Contractor shall allow access to County Data on a need to know basis using the principle of least privilege.
3.10. County Data will be and remain the property of County. Contractor may not use County Data for any purpose other than to render the Services. No County Data will be sold, assigned, leased, or otherwise disposed of to third parties or commercially exploited by or on behalf of Contractor (or any of its Subcontractors). Neither the Contractor nor any of its Subcontractors may possess or assert any lien or other right against or to County Data. Without limiting the generality of the foregoing, (a) the Contractor may use County Data only as strictly necessary to render the Services and must restrict access to such information to Contractor Personnel on a strict need-to-know basis, and (b) the Contractor will not download, copy, transmit or make available any County Data to any third party, except as expressly permitted by this Agreement.
3.11. When County Data is in the Contractor’s possession or under the Contractor’s control and an event occurs that prevents or hinders the access to or reliable use of such County Data, the Contractor will re-create or restore such data immediately, or in any case, as soon as reasonably practicable, to the last scheduled back-up applicable to such County Data in accordance with the Contractor’s responsibilities hereunder. Any such re-creation or restoration will be at the Contractor’s expense and County will not be subject to any charge in connection therewith.
3.12. The Contractor will maintain a comprehensive Security Program in compliance with (i) County Rules and (ii) the Federal Information Security Management Act (FISMA), 44 U.S.C. § 3541 et seq. The content and implementation of the Security Program and associated technical, organizational, and security measures will be fully documented by the Contractor.
4. Right to Audit
4.1. Vendor shall provide County Information Security Team with the most recent Service Organization Control 2 (SOC 2) Type 2 Report upon request to assess the effectiveness of security processes by observing operations for at least three months, but preferably 6-12 months.
4.2. Contractor shall maintain compliance with industry standards and applicable governing frameworks such as Statement on Standards for Attestation Engagements (SSAE) and the International Organization for Standardization (ISO) (e.g., SSAE 16, ISO 27001, and ISO 27018) throughout the Agreement Term. Contractor shall make available to County, annually and upon request, all information necessary to demonstrate compliance with its 2424
obligations. Contractor shall allow for and contribute to audits conducted by County, or third-party auditor mandated by County, under the following parameters:
4.2.1. County may elect to conduct an audit not more than once within any 12-month period at no cost to County. Any additional audits within the same 12-month period shall be subject to a reasonable fee;
4.2.2. Third-party auditors mandated by County shall enter into confidentiality agreements with Contractor that are no less restrictive than those set out in this Agreement;
4.2.3. County provides reasonable prior notice of such request for an audit;
4.2.4. County ensures such audit shall not be unreasonably disruptive to Contractor’s business; and
4.2.4.1.1. Neither County nor its auditors shall be permitted to make unaccompanied site visits or to logically access Contractor’s IT systems.
5. Confidential Information
5.1. Contractor’s employees, agents, and subcontractors may have access to confidential data maintained by County to the extent necessary to carry out Contractor's responsibilities under the Agreement. Contractor shall presume that all information received pursuant to the Agreement is confidential unless otherwise designated by County. If it is reasonably likely Contractor will have access to County’s confidential information, then:
5.1.1. Contractor shall provide to County a written description of Contractor's policies and procedures to safeguard confidential information;
5.1.2. Policies of confidentiality shall address, as appropriate, information conveyed in verbal, written, and electronic formats;
5.1.3. Contractor must designate one individual who shall remain the responsible authority in charge of all data collected, used, or disseminated by Contractor in connection with the performance of the Services; and
5.1.4. Contractor shall provide adequate supervision and training to its agents, employees, and subcontractors to ensure compliance with the terms of the Agreement.
5.2. The private or confidential data shall remain the property of County at all times. Some services performed for County may require Contractor to sign a nondisclosure agreement. Contractor understands and agrees that refusal or failure to sign such a nondisclosure agreement if required, may result in termination of the Agreement.
5.3. No confidential data collected, maintained, or used in the course of performance of the Services shall be disseminated except as authorized by law and with the written consent of County, either during the period of the Agreement or thereafter. Any data supplied to or created by Contractor shall be considered the property of County. Contractor shall return any and all data collected, maintained, created, or used in the course of the performance of the Services, in whatever form it is maintained, promptly at the request of County.
5.4. In the event that a subpoena or other legal process is served upon Contractor for records 2425
containing confidential information, Contractor shall promptly notify County and cooperate with County in any lawful effort to protect the confidential information.
5.5. Contractor shall immediately report to County any unauthorized disclosure of confidential information.
5.6. Contractor’s confidentiality obligation under the Agreement shall survive termination of the Agreement.
6. Termination
6.1. Following the termination or expiration of this Agreement, Contractor shall offer transition assistance, which may include, to the extent practicable, an export of County Data from the applicable Application or Instance. To the extent Contractor makes available to County an Application Program Interface (API) or other means to assist with such transition, the API shall be Contractor’s Confidential Information, and County is granted a personal, nonsublicensable, nonexclusive, non-transferable, limited license to use the API solely for County’s internal use for exporting County’s content from the existing system to the new County system. County shall not (a) copy, rent, sell, disassemble, reverse engineer, or decompile (except to the limited extent expressly authorized by applicable statutory law), modify, or alter any part of the API, or (b) otherwise use the API on behalf of any third party. The API license shall automatically terminate in the event County breaches this Section or immediately upon notice from Contractor.
6.2. Upon termination of this Agreement and transfer of data to County, Contractor shall sanitize/erase, destroy, and render unrecoverable all County Data still in its possession and certify in writing that these actions have been completed within thirty (30) days of the termination of this Agreement and transfer of data or within seven (7) days of the request of an agent of County, whichever shall come first. At a minimum, a “Clear” media sanitization is to be performed according to the standards enumerated by the National Institute of Standards, Guidelines for Media Sanitization, SP800-88, Appendix A (http://csrc.nist.gov/).
6.3. In order to protect the interests of the public, Contractor agrees that upon termination of this Contract for any reason, it shall provide sufficient efforts and cooperation to ensure an orderly and efficient transition of services to County or another contractor. Contractor shall provide full disclosure to County and third-party contractor of the equipment, Software, Licenses, and Services required to perform for County. Contractor shall transfer licenses or assign agreements for any Software or third-party services used to provide the Services to County or to another contractor.
Further, in the event that County has entered into or enters into agreements with other contractors for additional work related to services rendered under the Contract, Contractor agrees to cooperate fully with such other contractors. Contractor shall not commit any act, which will interfere with the performance of work by any other contractor.
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Exhibit “10-A” Change Control Definitions and Process
1. Change Control Definitions and Process
Project scope and schedule changes to Exhibit “4” Vendor’s Statement of Work shall be addressed through this Change Control Process using Exhibit “10-B” Change Order Form. Any changes shall be documented, reviewed, and mutually agreed upon by the Parties. The Change Order Form shall document the scope of work and a fee. Implementation of the change shall be factored into the initial project plan and a modified completion date for the project will be detailed, if necessary. The hourly bill rate for all change orders is $______ USD.
2. Change Control Definitions
a. “Change Control” describes the process for managing potential project changes. b. “Change Request” is an informal request by Customer or Vendor to modify the scope, schedule, and/or budget of the Professional Services to be provided pursuant to SOW-#.
c. “Change Order” is a formal amendment to SOW-#.generated by Vendor signed by both parties.
3. Change Control Process
The following provides a summary of the process to follow if a change to this SOW is desired:
a. Customer or Vendor submits a written (email acceptable) Change Request including the following:
i. change description, detailing what is to be amended from this SOW ii. rationale for the change
iii. impact the change may have on the Professional Services b. Both Customer and Vendor review the Change Request to determine the merits of the request and the impact of on the fees, schedule, scope, and other terms and conditions of the SOW that may result from the implementation of the Change Request. c. The parties decide either to accept or to reject the change. d. Vendor prepares a Change Order, which includes a description of the applicable changes to scope, estimated fees, planned resources, timeline, and any other terms. e. Vendor submits Change Order to Customer for final review and approval. f. Vendor executes the Change Order and sends to Customer. g. Customer executes the Change Order, and if applicable, generates a purchase order associated with that Change Order.
The Professional Services described in the fully executed Change Order will be performed by Vendor as included as part of the Exhibit “4” Vendor’s Statement of Work. 2427
Exhibit “10-B” Change Order Form
Change Order No. X (“Change Order”) by and between County and Vendor Name (“Vendor”) is subject to all the terms and conditions of Exhibit “4” Vendor’s Statement of Work (“SOW”) in the Agreement between County and Vendor Name dated mm/dd/yyyy.
The Parties agree to revise the scope and budget of the SOW as follows:
1. Change Order Summary
This Change Order is necessary to redefine the requirements to accommodate changes requested by the County for <insert description here>.
2. Tasks Removed from Scope
The tasks below have been removed from the scope of the project:
# Task
1 2
3 3. Tasks Added to Scope
The tasks below are added to the scope of the project:
# Task
1 2
3 4. Estimated Hours
The Change Order represents an update to the Budgetary Guidance set forth in SOW-X as follows:
Change Order Scope Estimated Time
to Complete (in
hours)
1 2
3 2428
Totals Hours:
5. Change Order Effect on SOW-X Scope Hours and Cost
Original
SOW
Budgetary
Guidance
Original
Project
Scope
Hours
Chang
e
Order
#
Increase
(Decrease)
Hours
Increase
(Decrease)
Cost
New
Project
Scope
Hours
New Project
Budget
Total Project Hours and Budget
6. Change Order Payment Terms
Actual professional services under this Change Order will be billed at an hourly rate of at $xxx.xx USD and invoiced monthly with net 30 payment terms.
If no Bill Rate is provided above, billing for actual professional services under this Change Order will be agreed to by the Parties and will include:
Bill Rate
Invoice Frequency
Net Payment Terms
If travel and expenses (T&E) are expected, details are included in this formal Change Order and will be agreed to and executed between the Parties.
2429
Exhibit “11-A” Contractor Affidavit and Agreement
CONTRACTOR AFFIDAVIT AND AGREEMENT
By executing this affidavit, the undersigned Contractor verifies its compliance with O.C.G.A. § 13-10-91, stating affirmatively that the individual, firm or corporation which is contracting with Cobb County, Georgia, has registered with, is authorized to use, and is participating in a federal work authorization program (an electronic verification of work authorization program operated by the U.S. Department of Homeland Security or any equivalent federal work authorization program operated by the U.S. Department of Homeland Security to verify information of newly hired employees, pursuant to the Immigration Reform and Control Act of 1986 (IRCA)). The undersigned Contractor further attests that it will continue to use the federal Employment Eligibility Verification (EEV) work authorization program throughout the Contract period.
The undersigned further agrees that should it employ or contract with any subcontractor(s) or should its subcontractor(s) employ other subcontractor(s) for the physical performance of services pursuant to the contract with Cobb County, Georgia, the contactor or subcontractor will:
(1) Notify County within five business days of entering into a contract or agreement for hire with any subcontractor(s);
(2) Secure from any subcontractor(s) and/or their subcontractor(s) verification of compliance with O.C.G.A. § 13-10-91 on the attached Exhibit “11-B” Subcontractor Affidavit and Agreement prior to the commencement of any work under the contract/agreement; (3) Secure from any subcontractor(s) and/or their subcontractor(s) a completed Exhibit “11-C” Immigration Compliance Certification prior to the commencement of any work under the contract/agreement;
(4) Provide the subcontractor(s) with legal notice that Cobb County, Georgia, reserves the right to dismiss, or require the dismissal of, any Contractor or subcontractor for failing to provide the affidavit and/or for failure to comply with the requirements referenced in the affidavit; (5) Maintain records of such compliance for a period of five (5) years and provide a copy of each such verification to Cobb County, Georgia, at the time the subcontractor(s) is retained to perform such services or upon any request from Cobb County, Georgia; and (6) Allow the audit or review of records of compliance by County upon request. ______________________________________ _____________________________________________ EEV (E-Verify) Program Number EEV Program Date of Authorization ____________________________ _________________________________ BY: Authorized Officer or Agent Contractor Business Name [Contractor Name]
___________________________________ ________________________________ Printed Name Date
SWORN AND SUBSCRIBED BEFORE ME
ON THIS THE ____ DAY OF ____________, 202_
_______________________________________
Commission Expires: __________________ Version 09-20-2013 2430
Exhibit “11-B” Subcontractor Affidavit and Agreement
SUBCONTRACTOR AFFIDAVIT AND AGREEMENT
By executing this affidavit, the undersigned subcontractor verifies its compliance with O.C.G.A. § 13-10- 91, stating affirmatively that the individual, firm or corporation which is engaged in the physical performance of services on behalf of Cobb County, Georgia, has registered with, is authorized to use, and is participating in a federal work authorization program (an electronic verification of work authorization program operated by the U.S. Department of Homeland Security or any equivalent federal work authorization program operated by the U.S. Department of Homeland Security to verify information of newly hired employees, pursuant to the Immigration Reform and Control Act of 1986 (IRCA)). The undersigned subcontractor further attests that it will continue to use the federal Employment Eligibility Verification (EEV) work authorization program throughout the contract period.
The undersigned further agrees that should it employ or contract with any subcontractor(s) or should its subcontractor(s) employ other subcontractor(s) for the physical performance of services pursuant to the contract with Cobb County, Georgia, the contactor or subcontractor will:
(1) Notify County within five business days of entering into a contract or agreement for hire with any subcontractor(s);
(2) Secure from any subcontractor(s) and/or their subcontractor(s) verification of compliance with O.C.G.A. § 13-10-91 on the Exhibit “11-B” Subcontractor Affidavit and Agreement prior to the commencement of any work under the contract/agreement;
(3) Secure from any subcontractor(s) and/or their subcontractor(s) a completed Exhibit “11-C” Immigration Compliance Certification prior to the commencement of any work under the contract/agreement;
(4) Provide the subcontractor(s) with legal notice that Cobb County, Georgia, reserves the right to dismiss, or require the dismissal of, any Contractor or subcontractor for failing to provide the affidavit and/or for failure to comply with the requirements referenced in the affidavit; (5) Maintain records of such compliance and provide a copy of each such verification to Cobb County, Georgia, at the time the subcontractor(s) is retained to perform such services or upon any request from Cobb County, Georgia; and
(6) Maintain such records for a period of five (5) years. ______________________________________ _____________________________________________ EEV (E-Verify) Program Number EEV Program Date of Authorization ____________________________ _________________________________ BY: Authorized Officer or Agent Subcontractor Business Name [Subcontractor Name]
___________________________________ ________________________________ Printed Name Date
SWORN AND SUBSCRIBED BEFORE ME
ON THIS THE ____ DAY OF ____________, 202_
_______________________________________
Commission Expires: __________________ Version 09-20-2013 2431
Exhibit “11-C” Immigration Compliance Certification
EMPLOYER IMMIGRATION COMPLIANCE CERTIFICATION
(To be completed by Contractor and all subcontractors prior to contract initiation, every six months after commencement of work, and at any time there is a change in personnel assigned to the Project.) I certify to the Cobb County Board of Commissioners that the following employees will be assigned to the <…>:
I further certify to Cobb County, Georgia the following:
1. The E-Verify program was used to verify the employment eligibility of each of the above-listed employees hired after the effective date of our contract to use the program;
2. We have not received a Final Nonconfirmation response from E-Verify for any of the employees listed;
3. If we receive a Final Nonconfirmation response from E-Verify for any of the employees listed above, we will immediately terminate that employee’s involvement with the Project;
4. I have confirmed that we have an I-9 on file for every employee listed above and that to the best of my knowledge all the I-9s are accurate;
5. To the best of my knowledge and belief, all of the employees on the above list are legally authorized to work in the United States;
6. If any other employee is assigned to this Cobb County project, a certification will be provided for said employee prior to the employee commencing work on the Project.
To the best of my knowledge and belief, the above certification is true, accurate and complete.
Sworn to by: Employer Name & Address:
_________________________________ _______________________________ Signature of Officer
_________________________________ _______________________________ Printed Name/Title
_________________________________ _______________________________ Date
SWORN AND SUBSCRIBED BEFORE ME
ON THIS THE ____ DAY OF ____________, 202_
_______________________________________
Commission Expires: __________________ Version 09-20-2013
2432
Exhibit “12” Conflict of Interest Affidavit
As a duly authorized representative of Vendor Name (“Vendor”), I, <insert affiant’s name>, <insert affiant’s title>, certify that to the best of my knowledge that Vendor did not engage in any activity or conduct that would result in a violation of the Cobb County Code of Ethics or any other similar law or regulation, that no circumstances exist that will cause a conflict of interest in performing services for Cobb County, Georgia, that no employee of Cobb County, nor any public agency official or employee affected by this Agreement has any pecuniary interest in the business of this firm, associates or consultants of this firm, or the firm’s parent firm, subsidiary, or other legal entity of which this firm is a part, and that no person associated with or employed by this firm has any interest that would conflict in any way, manner or degree with the performance of services for Cobb County, Georgia. _____________________
Signature
_____________________
Printed Name and Title
_____________________
Date
Subscribed and sworn before me
on this the ____ day of ____________, 20___.
_____________________________
Notary Public
My Commission Expires: ____________________
2433
Daily Journal of Commerce
1618 SW First Ave., Suite 400
Portland, OR, 97201
Phone: 503-226-1311 Fax: 503-222-5358
Affidavit of Publication
To: MCA Russell Johns - Kim Ridgeway
17110 Gunn Hwy
Odessa, FL, 335561909
Re: Legal Notice 2625000, HUMAN RESOURCE INFORMATION SYSTEMS AND RELATED PRODUCTS AND SERVICES State of OR }
} SS:
County of Multnomah }
I, Michelle A. Ropp, being duly sworn, depose and say that I am the Principal Clerk of the Daily Journal of Commerce, a newspaper of general circulation in the counties of CLACKAMAS, MULTNOMAH, and WASHINGTON as defined by ORS 193.101 and 193.020, published in Portland in the aforesaid County and State; that I know from my personal knowledge that the notice described as:
HUMAN RESOURCE INFORMATION SYSTEMS AND RELATED PRODUCTS AND SERVICES
COBB COUNTY, GEORGIA
a printed copy of which is hereto annexed, was published in the entire issue of said newspaper 1 time(s) in the following issues:
06/28/2024.
SEE EXHIBIT A
State of Oregon
County of Multnomah
SIGNED OR ATTESTED BEFORE ME ON 28th day of June 2024
By:
Michelle A. Ropp
By:
Nicholas Bjork
Notary Public, State of OR
No. 1044188
My commission expires on January 10, 2028
2434
EXHIBIT A
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Request for Proposal - Page 1 of 2
[def:$signername|printname|req|signer1] [def:$signersig|sig|req|signer1] [def:$notarysig|sig|req|notary] [def:$date|date|req|notary] [def:$state|state|req|notary] [def:$county|county|req|notary] [def:$disclosure|disclosure|req|notary] [def:$seal|seal|req|notary] Helena Independent Record
2222 N. Washington St
Helena, Montana 59602
(123) 456-7890
State of Florida, County of Duval, ss:
Yuade Moore, being first duly sworn, deposes and says: That (s)he is a duly authorized signatory of Column Software, PBC, duly authorized agent of Helena Independent Record, a newspaper of general circulation published that is a "legal newspaper" as that is published daily in the City of Helena, in the County of Lewis and Clark, State of Montana, and has charge of the Advertisements thereof.
If this certification is for the State of Montana, I hereby certify that l have read sec. 18-7-204 and 18-7-205， MCA, and subsequent revisions, and declare that the price or rate charged the State of Montana for the publication for which claim is made in printed copy in the amount of $59.80， is not in excess of the minimum rate charged any other advertiser for publication of advertisement, set in the same size type and published for the same number of insertions, further certify that this claim is correct and just in all respects, and that payment or credit has not been received.
PUBLICATION DATES: July. 11 2024
NOTICE ID: JVeqZHCweuGLfFVm3Dvu
PUBLISHER ID: COL-MT-200356
NOTICE NAME: Request for Proposal
Publication Fee: $59.80
[$signersig ]
(Signed)______________________________________ [$seal]
VERIFICATION
State of Florida
County of Duval
Subscribed in my presence and sworn to before me on this: [$date] [$notarysig ]
______________________________
Notary Public
[$disclosure]
See Proof on Next Page
AFFIDAVIT OF PUBLICATION
07/15/2024
Notarized remotely online using communication technology via Proof. 2437
Request for Proposal - Page 2 of
2 2438
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Request for Proposal - Page 1 of 2
[def:$signername|printname|req|signer1] [def:$signersig|sig|req|signer1] [def:$notarysig|sig|req|notary] [def:$date|date|req|notary] [def:$state|state|req|notary] [def:$county|county|req|notary] [def:$disclosure|disclosure|req|notary] [def:$seal|seal|req|notary]
AFFIDAVIT OF PUBLICATION
State of Pennsylvania, County of Lancaster, ss:
Hayden Lipsky, being first duly sworn, deposes and says: That (s)he is a duly authorized signatory of Column Software, PBC, duly authorized agent of Richmond Times Dispatch, a newspaper printed and published in the City of Richmond, State of Virginia, and that this affidavit is Page 1 of 2 with the full text of the sworn-to notice set forth on the pages that follow, and the hereto attached:
PUBLICATION DATES:
Jun. 28, 2024
NOTICE ID: 5G3cXst3pkwoepe72CyM
PUBLISHER ID: COL-7001834
NOTICE NAME: Request for Proposal
Publication Fee: 200.26
Ad Size: 2 X 14 L
Category: General Legal Notice
Under penalty of perjury, I, the undersigned affiant swear or affirm that the statements above are true and accurate to the best of my knowledge and belief.
[$signersig ]
(Signed)______________________________________ [$seal]
VERIFICATION
State of Pennsylvania
County of Lancaster
Subscribed in my presence and sworn to before me on this: [$date] [$notarysig ]
______________________________
Notary Public
[$disclosure]
See Proof on Next Page
Notarized remotely online using communication technology via Proof. 07/02/2024
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Request for Proposal - Page 2 of
2 2441
Legal No.
San Bernardino County Sun
473 E. Carnegie Dr, Ste 200
San Bernardino, CA 92408
909-386-3864
Fax 909-884-2536
[email protected]
I am a citizen of the United States and a resident of the State of California; I am over the age of eighteen years, and not a party to or interested in the above-entitled
matter. I am the principal clerk of the printer and
publisher of the SAN BERNARDINO COUNTY SUN, a
newspaper published in the English language in the city of SAN BERNARDINO, county of SAN BERNARDINO, and
adjudged a newspaper of general circulation as defined by the' laws of the State of California by the Superior Court of the County of SAN BERNARDINO, State of California,
under date 06/20/1952, Case No. 73084. The notice, of
which the annexed is a printed copy, has been published in each regular and entire issue of said newspaper and not in any supplement thereof on the following dates, to wit:
06/28/2024, 07/05/2024
I certify (or declare) under the penalty of perjury that the foregoing is true and correct.
Executed in San Bernardino County, California
this 5th day of July, 2024.
PROOF OF PUBLICATION
(2015.5 C.C.P.)
STATE OF CALIFORNIA
County of San Bernardino
Signature
5283632 0011676770
MCA
17110 GUNN HWY.
ODESSA, FL 33556
r.LP6-08/02/16 1
2442
AFFIDAVIT OF PUBLICATION
Account # Order Number Identification Order PO Amount Cols Depth 54787 567771 Print Legal Ad-IPL01803770 - IPL0180377 $172.64 2 10 L MCA Russell John
17110 Gunn Hwy
Odessa, FL 33556
Attention: Kim Ridgeway
[email protected]
State of South Carolina
County of Richland
I, Tara Pennington, makes oath that the
advertisment, was published in The State, a
newspaper published in the City of Columbia,
State and County aforesaid, in the issue(s) of
1 insertion(s) published on:
06/28/24
Tara Pennington
Sworn to and subscribed before me this 28th day
of June in the year of 2024
Notary Public in and for the state of Texas, residing in Dallas County
Errors- the liability of the publisher on account of errors in or omissions from any advertisement will in no way exceed the amount of the charge for the space occupied by the item in error, and then only for the first incorrect insertion.” Extra charge for lost or duplicate affidavits.
Legal document please do not destroy! 2443
Albany Times Union
News Plaza
Box 15000
Albany, New York 12212
MCA RUSSELL JOHNS
17110GmmHwy
Odessa FL 33556
Account Number:
Order Number:
600133349
IPLATU0049682
STATE OF NEW YORK)
:ss.:
COUNTyOFERIE)
The undersigned, being duly sworn, says that he/she is a Authorized Custodian of Records of THE TIMES UNION, a daUy newspaper printed in the county of Albany, Town of Colonie, and Published in the County of Albany, Town of Colonie and the City of Albany, aforesaid and that nodce of which a printed copy is annexed has been regularly pubUshed in fhe said ALBANY TIMES UNION on the foUowing dates:
06/28/2024
Gear eHearst Publisher
By: -/i^ev?i ^\U){VY\I
Nora Hewson
Authorized Designee of George Hearst, Publisher of the Times Union Sub and sworn to before me, this ^ day of June 20 24
N Public Signature
Tyshawn Harrison
Notary Public - State of New York
No. 01HA0005298
Qualified in Erie County
Commission Expires 04/07/2027 IPLATU0049682
2444
Cobb County, Georgia, is requesting proposals from quali- fied and experienced firms to provide Human Resource Information Systems and Related Products and Services
(RFP No.24-6834). In order to be considered, the Proposer must complete and submit a proposal to Cobb County, Geor- gia in accordance with the solicitation documentation avail- able at www.cobbcounty.org/procurement-services/biddingopportunities or from the Procurement Services office.
PRE-PROPOSAL CONFERENCE:
Wednesday, July 10 th, 2024, 2:00 pm EST, via
Webex.
Proposal Due date August 8 th, 2024, BEFORE 12:00 PM
EST.
CONTACT: Stephanie Brice, CPPO, CPPB,
NIGP-CPP, Deputy Director 770.528.8439 or
[email protected].
IPLATU0049682 2445
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2447
2448
2449
2450
2451
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SPORTS USA TODAY ❚ MONDAY JULY 1, 2024 ❚ 5C
Cobb County, Georgia, is requesting proposals
from qualified and experienced firms to provide
Human Resource Information Systems and
Related Products and Services (RFP No.24-6834).
In order to be considered, the Proposer must complete
and submit a proposal to Cobb County, Georgia in
accordance with the solicitation documentation available at www.cobbcounty.org/procurement-services/biddingopportunities or from the Procurement Services office.
PRE-PROPOSAL CONFERENCE:
Wednesday, July 10th, 2024, 2:00 pm EST, via Webex.
PROPOSAL DUE DATE:
August 8th, 2024, BEFORE 12:00 PM EST. CONTACT:
Stephanie Brice, CPPO, CPPB, NIGP-CPP, Deputy Director
770.528.8439 or [email protected].
For advertising information: 1.800.397.0070 www.russelljohns.com/usat MARKETPLACE TODAY To view more Classified listings,
visit: classifieds.usatoday.com
All classifi ed ads are subject to the applicable rate card, copies of which are available from our Advertising Dept. All ads are subject to approval before publication. USA Today reserves the right to edit, refuse, reject, classify or cancel any ad at any time. Errors must be reported in the fi rst day of publication. USA Today shall not be liable for any loss or expense that results from an error in or omission of an advertisement. No refunds for early cancellation of order.
Notice of Cybersecurity Incident
On November 2, 2023, Infosys McCamish Systems, LLC (“IMS”) became aware that certain IMS systems were encrypted by ransomware (the “Incident”). IMS began an investigation with the assistance of third-party cybersecurity experts, retained through outside counsel, to determine the nature and scope of the activity, assist with containment, and ensure no ongoing unauthorized activity. IMS also promptly notified law enforcement. The Incident has since been contained and remediated.
The in-depth cyber forensic investigation determined that unauthorized activity occurred between October 29, 2023, and November 2, 2023. The investigation also determined that data was subject to unauthorized access and acquisition. With the assistance of third-party eDiscovery experts, retained through outside counsel, IMS proceeded to conduct a thorough and time-intensive review of the data at issue to identify the personal information that was subject to unauthorized access and acquisition and determine to whom the personal information relates.
IMS processes data on behalf of a number of organizations as part of providing corporate and business market operations for its customers. IMS has notified those customers whose data was subject to unauthorized access and acquisition. Where IMS is considered the data owner, IMS is in the process of informing individuals whose personal information was subject to unauthorized access and acquisition.
Although IMS is unaware of any instances since the Incident occurred in which the personal information has been fraudulently used, IMS is nevertheless offering impacted individuals complimentary credit monitoring for twenty-four (24) months, dedicated call center services as well as providing guidance on how to protect against identity theft and fraud, including advising individuals to report any suspected identity theft or fraud to their financial institutions.
Protecting personal information is something that IMS takes very seriously. IMS conducted a diligent investigation to confirm the nature and scope of the Incident. IMS also took steps to reduce the likelihood of a similar event occurring in the future and continues to make additional improvements that strengthen its cybersecurity posture.
As soon as Bill Harmon arrived at
Newport Country Club for the 44th U.S.
Senior Open, he walked to the green below the famed clubhouse, which overlooks Bailey’s Beach in Newport, Rhode Island, and looked up at the balcony and
said to himself, “Wow, what a life. The
same guy who showed up with $20 in
Orlando, wanted to jump off this building in 1992 will end his caddie relationship right below this balcony 32 years later.”
All those years ago, Harmon, 76, was
the head professional of the famed blueblood club and lived above the 18th green with his wife and newborn son.
Yet back then, life didn’t seem so grand
to the functioning alcoholic.
“I went out on that balcony and I contemplated doing a swan dive,” he said. “I didn’t have the guts to do it but I felt like
I didn’t want to be around anymore.”
Harmon has been clean since not
long after that fateful night thanks to
three members of the club who staged
an intervention, and he returned this
past week to the grounds that were so
pivotal in changing his life to caddie one
last time for Jay Haas, his best friend.
This is a story of friendship, recovery
and life coming full circle.
Living up to the family name
Harmon is the son of Claude Harmon, the 1948 Masters champion, teacher to four U.S. presidents and one
of the most distinguished club pros in
the game. For 33 years, he taught at
Winged Foot Golf Club outside of Manhattan and his coaching tree of pros who learned under his wing include the likes
of major winners Jack Burke Jr. and
Dave Marr. Billy is seven years younger
than his brother, Butch, who went on to
be arguably the most famous golf instructor in the game for teaching Tiger Woods, Phil Mickelson and Greg Norman. His other brothers, Dick, who is deceased, and Craig were recognized as
among the finest club pros in the game.
For many years, Bill felt like a failure
who wasn’t living up to the Harmon
family name in the golf world.
“He was an unbelievable junior who
won about everything you could win,”
Butch told Global Golf Post in 2019.
“Then he went to San Jose State and lost
it when he got wrapped up in alcohol
and drugs.”
In 1978, Haas, 24, had just won the
Andy Williams San Diego Open, his first
of nine career PGA Tour titles, and was
looking for a caddie. A mutual friend
recommended Harmon. They met in
Palm Springs, California, and Haas told
him to be in Orlando, Florida, in two
weeks at Rio Pinar Country Club, the
site of the Citrus Open. Harmon got off
the plane with $40 to his name. Cab fare
was $20. He got to the course on Monday and bumped into Terry Diehl, a pro he knew from Rochester, New York, who
said, “What are you doing here, Billy?”
When Harmon told him he was caddying for Haas, Diehl shot back, “Not this week.”
It turned out Haas had forgotten to
register for the tournament. Despite
that inauspicious start and Haas’ recollection that he didn’t break par more than once in their first several tournaments together, a bond so strong they each named a son after the other began
to form.
“He had a one-way ticket to my funny
bone,” said Haas, who is playfully referred to as Harmon brother 5-A. “He was always patting me on the back and
always knew the right thing to say.”
But Harmon also had a drinking and
drug problem. It never interfered with
his ability to do his job.
Trying to get sober
Harmon, who continues to teach at
the Bill Harmon Performance Center at
Toscana Golf Club in Indian Wells, California, recalls the first time he ever considered sobriety. He was, as he put it, “high as a kite” snorting cocaine in a hotel in Los Angeles and there was Eric Clapton on “Larry King Live” on CNN
talking about getting clean.
“ ‘Wow, people are doing that,’ ” he
remembers thinking. “It planted a seed.”
He quit caddying in 1988 initially to
help his brother Craig, the head professional at Oak Hill, and when he got married that same year it was time to settle down. When he was hired for the head
professional job at Newport CC, he
seemed destined to add to the Harmon
legacy in the game. Not long after, his
first son, Zack, was born and he was
overwhelmed with parental pride.
“I remember looking in the back seat,
and feeling such a different type of love.
I couldn’t believe how strong it was. And
I remember looking out the window and
one second later feeling equally self-hatred and self-loathing that this kid’s dad was an alcoholic and drug addict. Those
two emotions aren’t a good marriage. I’d
love to say I quit that day but I didn’t. I
do think that’s where my bottom started. I realized at that very moment I was never going to be able to stay on that
emotional balance beam, but I didn’t
know which way I was going to fall.”
His intervention would occur 10
weeks later. With Newport CC the host
club of the 1995 U.S. Amateur, Harmon
and several club officials took a scouting
trip to Muirfield Village Golf Club in
Ohio during the U.S. Amateur. During
that trip, he offended a club official publicly. Harmon doesn’t divulge what he said that day other than to make the
point that it was a fireable offense.
“My dad always told me I had a 30
mph brain and a 90 mph mouth,” Harmon said. “I proved him right that time.” Two club board members were recovering alcoholics and decided it was better to help Harmon than punish him.
They confronted him along with the
club official on Aug. 26, 1992, in the living room of his apartment, and one of the members offered to take him to his
first Alcoholics Anonymous meeting.
“My life’s greatest gift,” said Harmon
of the intervention, and if further proof
is necessary he noted he had dinner
with that member who took him to that
first AA meeting last week and still attends a meeting most mornings at 4:50.
As part of the 12 steps in the program,
Harmon wrote a letter to Haas making
amends that Haas still has saved in his
desk at home.
“A lot of times I’ll say, ‘Boy, Billy, if you
met you, you’d kick your ass,’ ” Haas
said of how Harmon has mellowed
while living a sober life.
“I remember one time he told me, ‘In
my life I’ve never seen anyone change as
much as you.’ My inner reply to myself
is, ‘Well, you’re the one who helped me
do it.’ He’s one of the people who cared
for me more than I cared for myself,”
Harmon said.
And so the best of friends made one
more stroll down the fairways at the
most fitting course of all. The U.S. Senior Open was scheduled for Newport Country Club in 2020 but was canceled
due to COVID-19. Haas wasn’t sure he’d
still be exempt in 2024 but he’s in the
field, posting 2-under 68 on Thursday
and 70 on Friday to shoot his age or better in consecutive days and make his 18th consecutive cut in the championship; they ended their player-caddie relationship right below that balcony on Sunday in what could be Haas’ swan
song too.
“I may have already passed the finish
line and I don’t know it,” he cracked.
Harmon, a cancer survivor who with
wife Robin started in 2010 the Harmon
Recovery Foundation, a nonprofit that
works with people fighting their own
demons, has one final chapter in his
life’s journey he’d like to explore before
he reaches his own finish line: giving
back through a series of two-day clinics
he’s been conducting across the country. He calls the program “Footprints,” after the words of wisdom bestowed by
Burke to his daughter: “We only have
two feet but it doesn’t mean you can’t
leave more than two footprints.”
On the scorecard of life, Harmon has
made good use of his second chance at
life, and for that he’s grateful.
“I went many years where I didn’t add
to the Harmon whatever it is, I subtracted,” he said. “It’s not for me to say that I added to it but I can honestly say I
haven’t subtracted from it and that’s
enough for me.”
Bill Harmon’s recovery comes full circle
Adam Schupak
Golfweek | USA TODAY NETWORK
Jay Haas, right, and his caddie Bill Harmon made the weekend cut Friday at the U.S. Senior Open at Newport Country Club. KATHRYN RILEY/USGA MUSEUM Drag racing icon John Force opened
his eyes on Friday for the first time since
his high-speed crash during last weekend’s NHRA Virginia Nationals, his race team said in a statement.
Force, a 16-time NHRA champion,
was moved to the neuro intensive care
unit at a Richmond-area hospital last
Wednesday but had been
unable to respond consistently to doctors’ commands.
After five days of treatment for a traumatic
brain injury, Force was finally able to speak his
name and give a thumbs-up sign when
prompted, according to the statement
from John Force Racing issued Sunday.
Along with daily signs of improvement, family members say Force has also shown signs of agitation and confusion, having to be restrained on several occasions when he attempted to get out of bed.
“Despite the welcomed progress, the
157-time tour winner still faces a long
and difficult recovery ahead and for the
immediate future, will remain in neuro
intensive care with visitation restricted
to immediate family members only,” the
team statement said.
Force, 75, won his heat with a
302 mph run on June 23 at Virginia
Motorsports Park but the engine in his
dragster exploded in a massive fireball shortly after he crossed the finish line.
The car crashed into both side walls,
but Force was able to escape the flaming
wreckage.
NHRA icon Force opens eyes for 1st time since crash
Steve Gardner
USA TODAY
Force
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1 Cobb County
Human Resource Systems and Related
Products and Services
Sealed Proposal # 24-6833
Brian Coopman
Director, Contracts & Procurement - Public Sector
UKG Inc.
900 Chelmsford Street
Lowell, MA 01851
T: 978.250.9800
www.ukg.com
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UKG Inc. Proposal in response to Cobb County 1
Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024
Table of Contents
5.1 COVER LETTER......................................................................................................................................... 3
5.2 EXECUTIVE SUMMARY ............................................................................................................................ 6
5.3 COMPANY BACKGROUND/PROFILE ...................................................................................................... 12
5.4 EXPERIENCE........................................................................................................................................... 14
5.5 PRODUCT INFORMATION/SERVICE CAPABILITY ................................................................................... 16
5.6 PRICING................................................................................................................................................. 25 Price Book ......................................................................................................................................... 27
5.7 VALUE ADD............................................................................................................................................ 28
5.8 FINANCIAL STATEMENTS ...................................................................................................................... 30
5.9 NATIONAL CONTRACT........................................................................................................................... 31 APPENDIX 1 – PROPOSAL SUBMITTAL FORM ............................................................................................. 34 APPENDIX 2 – REQUEST FOR PROPOSALS FORM........................................................................................ 36 APPENDIX 3 - CONTRACTOR AFFIDAVIT & AGREEMENT (EXHIBIT A) ........................................................ 38 APPENDIX 4 – EXHIBIT A: RESPONSE FOR NATIONAL CONTRACT .............................................................. 40 Exhibit A: Section 3.0 Supplier Response.......................................................................................... 41 APPENDIX 5 – RESPONSE FOR MASTER AGREEMENT................................................................................. 59 APPENDIX 6 – EXHIBIT F: FEDERAL FUNDS CERTIFICATIONS ...................................................................... 61 APPENDIX 7 – EXHIBIT G: NEW JERSEY BUSINESS COMPLIANCE................................................................ 90 Exhibit G - DOC #1: Ownership Disclosure Form .............................................................................. 91 Exhibit G - DOC #2: Non-Collusion Affidavit...................................................................................... 94 Exhibit G - DOC #3: Affirmative Action Affidavit............................................................................... 97 Exhibit G - DOC #4: Political Contribution Disclosure Form............................................................ 103 Exhibit G - DOC #5: Stockholder Disclosure Certification ............................................................... 108 Exhibit G - DOC #6: Disclosure of Investment Activities in Iran...................................................... 110 Exhibit G - DOC #7: Certification of Non‐Involvement in Prohibited Activities in Russia/Belarus.. 112 2457
2 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024
Exhibit G - DOC #8: New Jersey Business Registration Certificate.................................................. 114 Exhibit G - DOC #9: EEOAA Evidence .............................................................................................. 115 Exhibit G - DOC #10: MacBride Principals Form.............................................................................. 120 APPENDIX 8 – UKG ADDITIONAL AGREEMENTS ....................................................................................... 122 EULA Public Sector MSA.................................................................................................................. 123 UKG Perpetual Software Terms and Conditions Contract.............................................................. 124 APPENDIX 9 – THIRD PARTY TERMS AND CONDITIONS............................................................................ 125 BSI End User License Agreement (Workforce Central and UKG Pro Workforce Management)..... 126 BSI End User License Agreement (UKG Ready)............................................................................... 127 Passport Addendum (UKG Pro Workforce Management).............................................................. 128 Passport Addendum (Workforce Central) ...................................................................................... 129 UKG SMS Addendum....................................................................................................................... 130 UKG EZCall Provider Scheduling Agreement................................................................................... 131 APPENDIX 10 – SPD-SP044 TRADE SECRET AFFIDAVIT ............................................................................. 132 APPENDIX 11 – ADDENDUM ACKNOWLEDGEMENTS............................................................................... 135 Cobb County Addendum #1............................................................................................................ 136 APPENDIX 12 – UKG SUPPORTING ATTACHMENTS .................................................................................. 138 UKG Attachment 1 – UKG Product Overview ................................................................................. 139 UKG Attachment 2 – UKG Public Sector Cobranded Collateral FY24.............................................. 154 2458
UKG Inc. Proposal in response to Cobb County 3
Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024
5.1 COVER LETTER
The proposer shall provide a cover letter describing a brief history of the Proposer and its organization. The letter will list the Principal or Officer of the organization who will be the County’s primary point of contact during clarifications or negotiations. This individual must have the authority to clarify and/or negotiate all aspects on the scope of products and services on behalf of the Proposer.
An officer authorized to bind the Proposer to the terms and conditions of this RFP must sign the cover letter.
Additional Notes from RFP
Respondents shall provide a cover letter or letter of transmittal to briefly summarize the company’s interest and relevant qualifications for the project. This letter shall not exceed two (2) pages, and shall be signed by an agent of the responding firm who is authorized to negotiate the details of the proposed services. (p.20)
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4 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024
August 8, 2024
Cobb County Procurement Services Department
122 Waddell Street NE
Marietta, GA 30060
Subject: Sealed Proposal #: 24-6833 – Request for Proposals for Human Resource Information Systems and Related Products and Services
Dear Cobb County Procurement Services Department,
UKG hereby submits our proposal to deliver Human Resources Information Systems and Related Products and Services on behalf of Cobb County, Georgia (Lead Public Agency), and other government agencies (Participating Public Agencies) made available through OMNIA Partners.
In February 2020, Kronos and Ultimate Software announced a definitive merger agreement to unite two industry leaders to form one of the world’s largest cloud companies: UKG. As a long-standing provider partner to Participating Public Agencies delivering human capital management (HCM) and workforce management (WFM) solutions, UKG welcomes the opportunity to further our partnership through our expansive suite of cloud solutions and services:
UKG offers the industry’s most technologically advanced HCM solutions driven by our combined research and development (R&D) spending exceeding $2.8 billion over the past 5 years across our product line— including $671M in FY2023. As a result, UKG is frequently recognized as an HCM industry leader. 2460
5 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024
UKG has earned numerous awards for its culture, products, and services, including consecutive years on Fortune’s 100 Best Companies to Work For list. To learn more, visit www.ukg.com/about-us/awards-andrecognition.
Industry expertise: UKG holds the depth and breadth of services defined by the Lead Public Agency to support the vast collection of Participating Public Agencies encompassing this solicitation:
Solution of choice: As Participating Public Agencies consider HCM and WFM solutions, UKG is uniquely poised to collaborate and configure the best solution suite aligning with each agency’s distinct scope of work, complexity, employee population, and service requirements. UKG ensures we deliver the exacting services, compliant with regulatory requirements, to modernize Participating Public Agencies’ HCM and WFM environments as they establish their future-state and long-term organizational ecosystems.
ERP integration: As Participating Public Agencies seek to deploy enterprise software to gain efficiencies across its financials, purchasing, asset management, budgeting/forecasting, or utility billing processes by leveraging cloud-based platforms, UKG delivers integration to support Participating Public Agencies’ current requirements and long-term business needs. UKG frequently supports participating agencies’ HCM and WFM initiatives by integrating with selected ERP providers to ensure accurate data is reflected between finance regulatory management processes and HCM and WFM processes. In fact, our 80,000 customers across all verticals are decoupled from ERP environments and integrate to incorporate HCM and WFM.
As the Lead Public Agency’s primary point of contact, I welcome discussion of our solution suite and how UKG can enhance the employee experience across your Participating Public Agencies’ portfolio. I am available and authorized to clarify and/or negotiate all aspects of UKG’s scope of products and services, and I am authorized to bind UKG to the terms and conditions of the RFP and UKG’s proposal.
We look forward to working with the Lead Public Agency and Participating Public Agencies.
Sincerely,
Brian Coopman
Director of Contracts and Procurement
Public Sector
563.370.5356
[email protected]
UKG Inc.
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6 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024
5.2 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.
Cobb County, Georgia (Lead Public Agency) seeks to engage qualified providers of a comprehensive range of Human Resource Information Systems and Related Products and Services to support itself and all states, local governments, school districts, higher education institutes, and nonprofit organizations (Participating Public Agencies) throughout the United States of America by delivering a broad selection of service options to include:
• Employee Information Management
• Recruitment and Applicant Tracking
• Onboarding and Offboarding
• Attendance and Leave Management
• Payroll and Benefits Administration
• Performance Management
• Training and Development
• Compliance and Legal Requirements
• Employee Self-Service
• Analytics and Reporting
• Integration and Security
• Mobile Accessibility
As the Lead Public Agency, Cobb County is pursuing a modernized suite of solutions framed by its motto:
Aligned with the Lead Public Agency’s promise to expect the best, UKG is poised to continue our more than ten years holding the OMNIA Partners contract supporting more than 1,000 customers, which now generates $115 million in annual revenue and represents $350 million in savings for Participating Public Agencies. As a proud recipient of the OMNIA Partners Bronze Partnership Excellence Award, UKG welcomes the opportunity to extend our partnership by delivering full-scope Human Resource Information Systems and Related Products and Services to Participating Public Agencies.
Cobb County…Expect the Best!
Cobb County Procurement Services Department
Sealed Proposal # 24-6833
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7 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024
To meet this goal, UKG proposes our full-scope human capital management (HCM) solution suite to empower Participating Public Agencies to deliver the best employee experience across their organizations – from hire to retire.
Your biggest investment is your people.
Invest in their employee experience.
Single-provider consolidation. Delivered through SaaS, UKG’s HCM offerings manage hire-to-retire services through one easily accessible web portal. What makes UKG HCM solutions most unique is that one single employee data record drives all modules and delivers visibility across each Participating Public Agency’s distinct employee population. A single update to the employee record effectively updates all modules within the platform.
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8 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024
Process automation. The Lead Public Agency
is focused on attaining a solution to deliver
operational efficiency and effectiveness. UKG
is aligned with your goals, offering
comprehensive HCM solutions to completely
automate business processes. Intelligent data
collection options capture data at its source.
Exception-based management views focus
attention on areas of concern, and employee
self-service reduces calls to HR, payroll, and
managers.
A single, end-to-end HCM solution, UKG’s
integrated system eliminates error-prone
duplicate data entry and consistency issues
that can occur across multiple systems. Our HCM offerings provide standard and custom fields to cover the full range of HR requirements — from pre-hire to separation — so Participating Public Agencies can store and track all employee data in one location. Role-based web and mobile self-service enables employees and managers to view and update information at their convenience. Automation of hiring, onboarding, time, payroll, and training processes — using configurable workflows — eases HR’s administrative burden, supports compliance, and drives results.
User friendly. Participating Public Agencies require solutions that are easy to use for their managers and employees to drive efficiency and engagement via self-service. UKG HCM offers an intuitive user experience through a modern, consumer-grade interface. Our intuitive workflows ensure greater user adoption and a better employee experience. Additionally, Participating Public Agencies can enable their employees to manage their experiences via the UKG mobile app, putting all HR tools at their fingertips whenever they need them.
Whether in the workplace, on the road, or working remotely, employees can access the full system to stay informed, keep tasks moving, and make an impact on people and processes seamlessly. Participating Public Agencies can give their people the exact tools they need anytime, anywhere with personalized selfservice options based on their role, common activities, location, and preferences. Participating Public Agencies can build or access reports, charts, and even predictions and recommendations in real time on their mobile devices to ensure they are always ready for strategic actions and conversations.
Focus on compliance. With a commitment to integrity and excellence, UKG drives regulatory compliance for Participating Public Agencies through immediately accessible tools and resources. UKG's robust builtin rules help Participating Public Agencies adhere to critical employment laws and promptly notify them if errors occur. UKG delivers proactive, automated updates to pay, time, and HR rules, giving Participating Public Agencies access to the latest information so they can easily meet regulatory standards. This is supported by access to a centralized, reliable data source, complete with the latest 2464
9 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024
government forms, and automated ACA and absence management tools accessible anytime, anywhere, from any device to help reduce risk of noncompliance.
Unified alliance partnerships. Participating Public Agencies may pursue unique service functionality requiring specialized features to supplement UKG HCM across their specified service scope. To meet any ancillary services identified within an individual Participating Public Agency’s service scope, UKG engages partners who bring unique business value. Partnerships with some of the world's leading information and HCM organizations drive innovations in workforce management across geographies and technologies. UKG’s Marketplace Partners deliver advanced features and functionality to UKG HCM solutions through seamless API integrations that automate processes, reduce manual errors, and offer innovative capabilities. Please visit our UKG Marketplace - Partners website to access a comprehensive listing of our partners.
Innovative technology. Understanding that the Lead Public Agency is focused on acquiring a solution with a foundation in the newest technology. UKG offers the industry’s most technologically advanced HCM solutions driven by our
combined research and development (R&D) spending
exceeding $2.8 billion over the past 5 years across our product line—including $671M in FY2023. As a result, UKG is frequently recognized as an HCM industry leader.
In fact, UKG was recently named a Leader in the NelsonHall NEAT report for HCM solutions in both enterprise and small business markets. The distinction follows similar Leader or #1 rankings from influential analyst firms in 2023 including Forrester, Gartner, Nucleus Research, and Sapient Insights Group. The Lead Public Agency can be confident in UKG’s leadership as an innovative technology provider allowing for a modern and responsive go-forward strategy for Participating Public Agencies as they pursue their HCM future state via UKG.
You tell us your needs, and we’ll develop and present a set of proven solutions.
Market expertise. The Lead Public Agency needs an experienced HCM provider leading its Human Resources Information Systems and Related Products and Services initiative on behalf of your Participating Public Agencies across their multiple jurisdictions, various constituents, and distinct business environments. UKG delivers the depth and breadth of services defined by the Lead Public Agency to support the vast collection of Participating Public Agencies encompassing this solicitation:
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10 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024
Solution of choice. As Participating Public Agencies consider HCM solutions, UKG is uniquely poised to collaborate and configure the best solution suite aligning with each agency’s distinct scope of work, complexity, employee population, and service requirements. UKG ensures we deliver the exacting services, compliant with regulatory requirements, to modernize Participating Public Agencies’ HCM environments as they establish their future-state and long-term organizational ecosystems.
One contracting vehicle. A multitude of HCM options
Scalable for success. As Participating Public Agencies expand as organizations and communities, UKG will grow with them. Our cloud-based solution delivers automated system updates to incorporate enhanced feature functionality and ensure their regulatory compliance. Our robust HCM solution allows Participating Public Agencies to leverage more complex solution modules, if necessary, as their agencies build over the coming years. By proactively engaging with each agency, UKG commits to understanding their business goals and objectives, which allows us to anticipate their needs and guide them down the right path.
Proven partnership. As a longstanding provider partner to the Lead Public Agency delivering our
full range of HCM solutions to you
and your Participating Public
Agencies, UKG welcomes the
opportunity to further our
partnership through our
expansive suite of cloud solutions
and services.
At UKG, we believe that
technology is only as great as the
people behind it. As part of our
Partner for Life approach,
Participating Public Agencies can
leverage trusted advisors for
strategic guidance to evolve their
people strategy and employee
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11 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024
experience as needs change throughout the lifespan of our contract. UKG’s tenured team helps Participating Public Agencies reduce administrative burdens, optimize their solutions, and support their long-term business goals to achieve their desired business outcomes.
Next steps. As the Lead Public Agency
considers your Human Resources Information
Systems and Related Products and Services
options, UKG is committed to extending our
consultative partnership as your Partner for
Life provider. With Participating Public
Agencies modernizing their systems via
expansive, innovative, and integrated HCM
solutions, UKG understands the distinct
challenges these agencies face across their
diverse workforces.
The Lead Public Agency can expect the best from UKG, as we are poised to work with you to ensure we deliver exacting services, compliant with regulatory requirements, to revitalize the HCM environment throughout the Participating Public Agencies community. We look forward to performing in accordance with our Bronze Partnership Excellence status to uphold our commitment to partnership.
UKG will work with the Lead Public Agency and Participating Public Agencies to ensure their employees are engaged throughout their unique life-work journeys, from hire to retire. Participating Public Agencies can enhance their reputations as employers of choice to attract and retain the most talented and diverse workgroups to serve their agencies and their communities as their futures evolve.
UKG brings our singular HCM solution to your singular biggest investment:
your employees.
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12 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024
5.3 COMPANY BACKGROUND/PROFILE
Provide information on company background to include the following:
a. Legal name, address, phone and fax numbers, e-mail, Federal ID#, and website address. • Legal name: UKG Kronos Systems, LLC
• Address: 900 Chelmsford Street, Lowell, MA 01851
• Phone: 978-250-9800
• Fax: 978-367-5900
• Email: [email protected]
• Federal ID#: 04-2640942
• Website Address: www.ukg.com
b. Date business was established under current name.
On October 3, 2023, Kronos Incorporated underwent an entity conversion in accordance with Massachusetts General Laws 156D §§ 9.50-56 and has been renamed and rebranded as UKG Kronos Systems, LLC. As a matter of law, UKG Kronos Systems, LLC is considered the same business entity as Kronos Incorporated.
Prior to the entity conversion, Kronos Incorporated had been in business since 1977. c. Size of company including the total number of employees.
UKG Inc., parent company to UKG Kronos Systems LLC, employs approximately 14,000 employees worldwide.
d. Type of ownership or legal structure of business
Private Company
e. Has the company ever failed to complete work for which a contract was issued? If yes, explain the circumstances.
UKG is dedicated to completing all its contractual engagements with its customers and has thousands of delighted customers. There may be rare occurrences when contracts are terminated by a customer based on their business circumstances or, in even more rare instances, where they have determined that they prefer another solution. These are unique situations and occur despite UKG’s effort to complete the contract. UKG cannot divulge specific circumstances of its confidential customer situations.
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f. Are there any civil or criminal actions pending against the firm or any key personnel related in any way to contracting? If yes, explain in detail. Are there any current unresolved disputes/allegations? From time to time and in the ordinary course of our business, the company or its subsidiaries is involved in a variety of claims, demands, suits, investigations, or proceedings, including actions concerning contracts, intellectual property, and employment matters. While it is not possible to predict the outcome of these matters with certainty, we do not expect the results of any of these actions to have a material adverse effect on our business or financial condition or on our ability to provide products or services to you.
g. Has the firm ever been disqualified from working for any public entity? If yes, explain the circumstances.
No.
h. If a Supplier requires additional agreements to be signed by a Participating Public Agency, include a copy of the proposed agreement(s) as part of Supplier’s proposal.
Included as Appendix 8 – UKG Additional Agreements.
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5.4 EXPERIENCE
Include a list of the five (5) most relevant or comparable contracts completed by your firm during the past five (5) years with a public entity. For each contract, provide the following information:
Relevant/Comparable Contract #1
a. Scope of services/contract description.
Ann Arbor Police Department, MI - TeleStaff as its primary scheduling solution for special event deployments and notifications; UKG Pro HCM for HR and Payroll. b. Dollar value of contract.
Estimated Annualized Contract Value - $25,000
c. Assigned project personnel.
UKG Sales and Professional Services
d. The contracting entity’s contact person, current phone number, and current e-mail address as reference information.
Jason McKinley, (810) 623-3971, [email protected]
Relevant/Comparable Contract #2
a. Scope of services/contract description.
City of Memphis, TN - Former Workforce Central customer that migrated to UKG Pro Workforce Management and UKG TeleStaff for 9,200 employes
b. Dollar value of contract.
Estimated Annualized Contract Value - $1.3 million
c. Assigned project personnel.
UKG Sales and Professional Services
d. The contracting entity’s contact person, current phone number, and current e-mail address as reference information.
Sgt Russell Mooney, (901) 314-4446, [email protected] Relevant/Comparable Contract #3
a. Scope of services/contract description.
City of Waukesha, WI - UKG Pro Workforce Management for 950 employees and UKG Pro HCM for 1,300 employees.
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b. Dollar value of contract.
Estimated Annualized Contract Value - $150,000
c. Assigned project personnel.
UKG Sales and Professional Services
d. The contracting entity’s contact person, current phone number, and current e-mail address as reference information.
Patricia Erickson, ERP, (262) 524-3573, [email protected] Relevant/Comparable Contract #4
a. Scope of services/contract description.
Las Vegas-Clark County Library District - Former Workforce Central agency that migrated to full suite UKG Ready (WFM and HCM) for 750 employees.
b. Dollar value of contract.
Estimated Annualized Contract Value - $125,000
c. Assigned project personnel.
UKG Sales and Professional Services
d. The contracting entity’s contact person, current phone number, and current e-mail address as reference information.
Glodia Thomas, HRIS Manager, (702) 507-6238, [email protected] Relevant/Comparable Contract #5
a. Scope of services/contract description.
City of Southlake, TX - Workforce Central customer migration to UKG Ready Time WFM for 575 employees.
b. Dollar value of contract.
Estimated Annualized Contract Value - $60,000
c. Assigned project personnel.
UKG Sales and Professional Services
d. The contracting entity’s contact person, current phone number, and current e-mail address as reference information.
Dylan Welch, Human Resources Business Partner, Systems, (817) 748-8313, [email protected]
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16 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024
5.5 PRODUCT INFORMATION/SERVICE CAPABILITY
Provide detailed information on service capabilities of your offering. This information shall detail how the Supplier’s solution meets the requirements of this RFP. a. Detail how supplier is currently in compliance with all relevant regulations for the HR software market. Provide documentation of appropriate certifications and licenses, if applicable.
UKG Inc. and its subsidiaries comply with all relevant laws and regulations applicable to Supplier’s business in performing its obligations worldwide. The company maintains a robust compliance program covering a variety of laws and regulations that impact its operations around the globe. b. Demonstrate how Software is implemented, what training curriculum’s entail, and what the implementation process entails.
Respondents shall provide an organizational chart for the proposed project team, as well as the relevant background and experience for every proposed team member. (p.20) The Launch methodology provides a framework that generally describes how the project will progress from the start to finish. The project team follows this framework to transition the customer’s existing human capital management and workforce management (where applicable) functions from your legacy provider to the Applications. UKG’s deployment methodology includes the following phases:
• Welcome Phase: Preliminary preparation involves four basic elements: UKG's internal orientation meeting, customer preparation, a project team initial kick off meeting and software installation.
• Requirements Phase: UKG will perform an analysis by interviewing key people from different functional areas. Information that has been gathered during the analysis process is used to determine the current system set up, the new system definition requirements and allow us to determine the best fit between the customer’s business requirements and the functional capabilities of the UKG Pro products.
• Build Phase: This phase includes configuration, integration, and conversion. • Test Phase: Testing is one of the most critical functions of the Launch process. UKG recommends functional and parallel testing.
• Go-Live Phase: This phase consists of UKG assisting the customer with the first live processing of the functionality that is being implemented. In this phase, the consultant officially transitions the customer’s support to the UKG Product Support Team.
UKG will assign project team resources based on availability and bandwidth at the time of contract and the final scope of the project. Should UKG be considered a finalist, we are happy to provide additional details regarding potential project resources and their relevant experience. Below is a summary of the UKG project team roles and typical experience.
Depending on the final scope, the UKG project team may consist of the following UKG personnel:
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Practice Manager
• Responsible for Customer’s overall satisfaction with the UKG project ensuring that quality resources, as well as quality processes and standards, are applied to each task.
Project Manager
• Collaborates with the Customer PM to align the desired project outcomes, producing key results related to the customer’s critical business needs.
• Facilitates business process dialogue and, along with the rest of the UKG project team, ensures the UKG solution will meet the Customer Relationship criteria. • Monitors the project throughout its life cycle – including scope management, change control, issue management, risk management, quality management, resource management, communication management, financial management and schedule management. • Provides regular project status updates on the items above via collaborative tools and workspaces that include the Project Dashboard, Schedule, Timeline, Issues Log, Risk Management Log, Communication Plan and a Change Request Log. • Ensures change requests, risks, issues, or concerns are communicated to the Customer Project Manager and escalated as necessary.
• The UKG Project Manager is the primary contact for the Customer’s deployment project team.
UKG Consultant
• Utilizes their industry experience and domain knowledge to guide and facilitate discussions geared toward delivering a solution that meets the customer’s desired business outcomes. • Makes recommendations based on experience and in conjunction, reviews and considers the business requirements for the project.
• Configures the solution by persona based on customer requirements. • Unit tests the solution and ensures any issues are documented and addressed.
Integration Consultant
• Facilitates discussions to collect interface design requirements. • Configures and tests interfaces.
• Supports questions on function and usage of each.
Cloud Build Manager
• Responsible for the review and first tier technical discussion on Cloud Services purchased and available Cloud offerings.
• Lead customer in discussions, Q&A and where to find supporting documentation on Cloud Services/Offerings
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18 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024
• Assist the customer, UKG and Partner implementation teams in understanding and following the standard Cloud implementation processes and procedures
• Align with the customer, UKG and Partner implementation teams to deliver and manage the request of the Cloud Services purchased and other available Cloud offerings selected within timeline and scope of the project
• Aid the customer, UKG and Partner implementation teams in planning the go-live activities to coincide with the Cloud go-live approval and audit requirements • Manage acquiring Cloud subject matter experts/technical resources for technical calls which may be required to support customer technical resources in defining variables of the purchased Cloud Services and available Cloud offerings.
Executive Relationship Manager
• Acts as customer advocate and overall relationship manager for UKG. • Works to ensure the customer has a consistent and satisfying experience with UKG. • Provides a central point of contact for the customer after the project is completed.
Education Consultant / Training Specialist
• Holds the knowledge and certifications to guarantee customers the best learning experience. • Leads attendees through content presentations, guided exercises and individual practice exercises to increase proficiency with the UKG solution.
c. Provide a list of any third-party suppliers that might be utilized during implementation and any third-party terms and conditions that would apply.
UKG offers products facilitated by third-parties to meet the needs of participating public entities. These solutions may have additional terms and conditions, in addition to the UKG Master Services Agreement, and can be found at https://www.ukg.com/services-descriptions and/or attached.
Additional terms and conditions associated with these partners are provided in Appendix 9. d. Provide detailed information on training capabilities for your offering.
At UKG, we understand that one size doesn't fit all regarding education. That's why we provide customized training to project team members, managers, administrators, and IT staff members. Our blended approach includes self-paced training, webinars, instructor-led training, and a user adoption resource center. We offer individualized, role-based, just-in-time learning to prepare your core project team and increase user acceptance of your new solution. Additionally, we provide instructor-led training, demonstrations, and hands-on education to ensure that your functional and technical team members are fully prepared for deployment and ongoing support of your solution. Our User Adoption Resource Center provides expert answers, coaching, and tools to ensure solution adoption. 2474
19 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024
e. Provide a list of the top software and programs Supplier’s offering can integrate with.
One size does not fit all when it comes to connecting and syncing data across the different solutions you may be using to run your business, regardless of if they’re in the cloud or not. UKG Integration Hub provides you with the flexibility to securely get data wherever it needs to go quickly and easily. We support customers’ needs to use file transfer and/or APIs, when available.
UKG has developed Integrations across 500+ vendors and our integration experience includes vendors such as ADP, Ceridian/Dayforce, CGI, Cigna, Delta Dental, Ellucian Banner, Empower, Fidelity, Great Plains, Lawson, MetLife, Oracle PeopleSoft, SAP, Tyler Technologies, Workday and many more. f. Provide any multi-factor authentication features, if applicable.
Multi-factor Authentication (MFA) provides added security by requiring users to enter a supplied code to verify that they are who they say they are. The code “validates” the user for a period of time set by the system administrator. When the period expires, the user will be required to re-authenticate. If your agency uses Multi-factor Authentication, there are three methods that can be used to retrieve the code:
• Email - code sent to the user's email address
• SMS - code sent to the user through text message
• Token - code provided by a password authenticator. This method requires users to have an authenticator installed on their device.
UKG products support SAML 2.0 which then allows the client to use their existing Identity Provider (idP) to manage their user accounts and credentials, including the use of multi-factor authentication if enabled in their idP system.
g. Provide a list of Distributors, if applicable.
Not applicable.
h. Detail the process for software migration and the parties that will be involved.
The Launch methodology provides a framework that generally describes how the project will progress from the start to finish. The project team follows this framework to transition the customer’s existing human capital management and workforce management (where applicable) functions from your legacy provider to the Applications. UKG’s deployment methodology includes the following phases:
• Welcome Phase: Preliminary preparation involves four basic elements: UKG's internal orientation meeting, customer preparation, a project team initial kick off meeting and software installation.
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20 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024
• Requirements Phase: UKG will perform an analysis by interviewing key people from different functional areas. Information that has been gathered during the analysis process is used to determine the current system set up, the new system definition requirements and allow us to determine the best fit between the customer’s business requirements and the functional capabilities of the UKG products.
• Build Phase: This phase includes configuration, integration, and conversion. • Test Phase: Testing is one of the most critical functions of the Launch process. UKG recommends functional and parallel testing.
• Go-Live Phase: This phase consists of UKG assisting the customer with the first live processing of the functionality that is being implemented. In this phase, the consultant officially transitions the customer’s support to the UKG Product Support Team.
Typically, employee master demographics data is migrated from your legacy system. Depending on the source, we would leverage a data import to import the initial employee information and then automate a recurring import for loading new and changed data from the employee master record in the HR system. A general best practice for historical legacy data is to back up the data to be accessed by thirdparty reporting tools or keep it available in the current legacy system for access as required. Although it may be possible (each scenario is different), it is not recommended that detailed transactional type historical data be migrated mostly to eliminate the cost of what are usually very complex and expensive integrations.
UKG offers a robust API framework for any data conversion that provides extensibility and simplifies integration with other systems. The architecture allows access to all system resources through REST APIs, managed through a gateway that monitors individual API performance and SLA. Leveraging industry-leading Boomi integration tools, dozens of pre-built connectors are provided for common use cases such as people, payroll, and accruals.
UKG takes a consultative approach when implementing its solutions. A customer can expect the UKG team to offer recommendations based on our experience that are customer and project specific.
Examples may include recommended changes to payroll processes, posting of schedules, managing timecard exceptions, managing time off requests, and overall business process improvement regarding your workforce management and human capital management strategies.
As with any system deployment, we can anticipate operational and organizational change to occur because of your initiatives. Our experience reveals that there are several guiding principles/activities that are crucial to success, due to the challenges associated with bringing together industry best practices, specific user requirements, and software functionality in an agency like yours. The guiding principles/activities that will drive our success include:
• Focusing on outcomes driven by business requirements as opposed to tasks • Identifying and prioritizing processes and associated impacts • Examining processes holistically as well as independently • Understanding the linking of processes, workflows, and various departments 2476
21 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024
• Understanding the role of decision points across processes and departments • Capturing the information as close to the source as possible i. Detail the process for software upgrades and the parties that will be involved.
Our offering is a multi-tenant SaaS solution. As such, we manage all hardware, software, enhancements, and maintenance to the application code layer. Minor releases are delivered monthly and major releases are delivered quarterly. These releases include new opt-in features and maintenance code.
Each customer is updated concurrently during each release cycle, so every customer remains on the latest software version. Clients are notified of planned enhancements 30 days prior to the release; notifications include links to new features, detailed descriptions, and before-and-after behavior details. j. Detail what technical support is provided for the life of the product and how service issues will be handled.
Support is included with your purchase of a UKG solution. Support includes 24/7 Mission Critical support for infrastructure outages – if your system is down, we’ll get you back up and running quickly. Support calls are routed through our UKG Customer Relationship team. A call coordinator triages the call and determines the priority based on the issue and your need. Customers registering with their site ID are automatically routed to the support group queue specific to their product. Response times are determined by solution priority level and the call coordinator prioritizes calls based on the UKG solution service level agreement:
Priority Based Support
UKG provides support on a “priority” basis. As such, customers with the most critical request(s) will be serviced first. Below is an example. Please note that target response times will vary depending on the UKG solution:
• Priority Level: High
o Target Response Time: Thirty (30) minutes or immediately via Rapid Response o A critical Customer issue with no available workaround where the Subscription Services cannot be accessed or where the Subscription Services are experiencing significant system degradation, such as:
Cloud outage
Unable to sign-off timecards
Payroll data accuracy or inability to process payroll Totals are not accurate
Unable to collect punches from terminals
Unable to access a critical function within the Subscription Services 2477
22 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024
• Priority Level: Medium
o Target Response Time: One (1) business hour or immediately via Rapid Response o A serious Customer issue which impacts the ability to utilize the Subscription Services effectively, such as:
Intermittent or inconsistent functionality results or data accuracy (e.g., accrual balances not matching pay codes, but balances are accurate) Data display inaccuracies or inconsistencies across multiple tasks Application performance is inconsistent or fluctuates • Priority Level: Low
o Target Response Time: Within two (2) business hours
o Non-critical Customer issues generally entail use and usability issues or how-to questions, such as:
How do I set up a holiday pay rule?
How do I run a report?
UKG Service Escalation Guidelines
• Critical Outages: UKG will provide continuous effort on all high-priority events through either bug identification, the development of a workaround, or problem resolution. The case may be passed to the after-hours team if this effort goes beyond normal business hours. On-going continuous attempts may also depend on the customer’s ability to provide a resource to work with UKG during this period.
• Technical Escalation: UKG’s case resolution process is a team-based approach structured around specific features within our solution and staffed by support engineers covering the full spectrum of skill sets and technical expertise. The teams are empowered to dynamically apply the appropriate resources to a case, based on severity and complexity, to ensure the fastest resolution time possible. The teams are also integrated with the Development Engineering and Cloud Operations teams. They engage their assistance and technical guidance when necessary and directly escalate depending on case severity and time to resolve considerations. An Escalation Manager may be assigned as a single point of contact and communication regarding case resolution status, action plan development, resource integration, and implementation coordination for situations that contain multiple cases. The Escalation Manager remains engaged until the problem has been successfully remediated. • Management Escalation: Customers may, at any time, ask to speak to the UKG support manager if they experience dissatisfaction with the level of service received concerning a specific case or service in general. To contact the UKG Customer Relationship manager, please call the UKG Customer Relationship Center and ask to speak to a manager. 2478
23 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024
• Remote Support: A web-based screen-sharing application that enables UKG to support you by empowering our support representatives to view your computer remotely. By connecting remotely, support representatives will work in real-time with your users and quickly escalate to desktop sharing, which features mutual mouse and keyboard control and whiteboard capability.
UKG Community
As a UKG customer, you will have access to the UKG Community where you can connect with UKG customers, partners and product experts to get help, training and share ideas. Discover the tools and resources you need to maximize your UKG solution, and tap into the educational offerings, remote customer support, eCase management, customer forums, documentation, and more that UKG experts support. This is our vibrant platform allowing for seamless and ongoing networking opportunities with peers. Highlighting a few statistics that make this platform standout include:
• Our UKG Community houses over 150,000 members, including over 5,000 UKG Partners • Among a recent quarter, members logged in 308,984 times, accumulated 367.k searches and viewed 2,340,780 pages!
• Community members continue to enthusiastically submit, collaborate, and vote on product enhancement ideas and our product teams continue to work these ideas into our products – testament to our innovative commitments.
Access to the UKG Community includes:
• Support Cases - Creating and managing support cases is easy in the Community through our Cases portal which enables you to quickly send in cases to our support team and get a full view of your cases to easily see cases by your solution ID, status, owner, and more. . • Get Answers - Questions? Community is fully searchable. The global search bar will make appropriate suggestions, helping you optimize your search term and access the best possible answer. Results include Knowledgebase articles, Documentation, Technical Advisories, Service Packs, Discussions, Answers, and more. And if you can’t find your answer, you can always ask a question for others in the Community to answer.
• Learn - Community offers easy access to UKG training, thought leadership newsletters, and expert insight blogs. Community also provides unlimited access to tutorials, how-to’s, live webinars, sandbox environments, and more. The Learn page is also your gateway to HR and Payroll Answerforce™, which can help improve compliance with one-stop information on up-todate law, regulation, and industry trend summaries powered by Wolters Kluwer. • Discussions - Connect with UKG customers, partners, and product experts in Discussion Groups that are organized by product, industry, or special interest. With thousands of active Community members, there’s always a valuable conversation to jump in on. Join product-specific Alert groups to receive emails about high-priority product issues like Service Pack releases, technical advisories, and more. And staying up to date on your industry is easier than ever when you follow industry news as it develops in industry-specific groups. 2479
24 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024
• Ideas - Have ideas for product or UKG Community improvements? UKG listens to all of our customers. Simply access the Community to add comments to ideas you want to expand on or submit an idea of your own. Search existing Idea posts by product platform and application, and vote ideas up or down so the most popular ones rise to the top.
UKG Aspire Event
Aspire is an annual conference that celebrates UKG's customers. We do this by delivering on their expectations of value, partnership, forming connections, and making memories. Advantages include:
• Easy access to UKG experts for best practice solutions and instant support • Holistic product learning through sessions, roadmap presentations, and demos • Meaningful opportunities for peer-to-peer networking
• Intentional and inspiring thought leadership topics
• Inviting, inclusive, and immersive social experiences 2480
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5.6 PRICING
Suppliers shall provide a detailed breakdown of the price per user/license for the proposed system(s). a. Provide details of and propose additional discounts for large number of users, minimum user, rebates or additional discounts (if offered).
A sample of UKG software, hardware, and professional services offerings is provided in the attached Price Book. Sample pricing provided is MSRP and is "not to exceed" for net new customers only. Upon award, a comprehensive price book for all readily available products will be provided to OMNIA Partners and the Lead Public Agency. Legacy products and those nearing end of engineering or end of life will not be included but are still available for customers waiting to make the transition to the latest UKG technology.
UKG is proposing a minimum 10 percent discount on most line items greater than $1.00, though restrictions may apply. Additional discounts for volume, active promotions, or incentive programs will be negotiated on an individual basis for each agency and in accordance with current UKG sales policies and procedures, and customer's purchasing policies and procedures. b. Provide costs for migration.
Customers migrate or upgrade from legacy UKG products on a like-for-like basis plus an applicable multiplier based on complexity of the migration, not to exceed 2x their current subscription cost.
Customers migrating from their legacy third-party systems to UKG systems will follow standard "not to exceed" pricing as detailed in the Order Form and Scope of Work. c. Provide costs to upgrade software.
Customers migrate or upgrade from legacy UKG products on a like-for-like basis plus an applicable multiplier based on complexity of the migration, not to exceed 2x their current subscription cost.
Customers migrating from their legacy third-party systems to UKG systems will follow standard "not to exceed" pricing as detailed in the Order Form and Scope of Work. d. Provide any training costs.
UKG will provide Training Services related to a Subscription Service as specified in the Order and in accordance with the applicable Statement of Work or Services Description. Each engagement is scoped by UKG and its partners after a thorough assessment process to truly understand the agency's needs so as to recommend a viable and long-term solution. Rates through this OMNIA Partners agreement are discounted from list price to ensure greater value for the participating public agencies. 2481
26 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024
e. Provide any implementation costs.
UKG will provide Implementation Services related to a Subscription Service as specified in the Order and in accordance with the applicable Statement of Work or Services Description. Each engagement is scoped by UKG and its partners after a thorough assessment process to truly understand the agency's needs so as to recommend a viable and long-term solution. Rates through this OMNIA Partners agreement are discounted from list price to ensure greater value for the participating public agencies. f. Provide payment methods and terms.
UKG understands the flexibility required by participating public agencies in accordance with procurement rules and policies. UKG conducts a thorough needs assessment with every agency to understand their fiscal policies and budget cycles and presents tailored payment methods and terms for every order. Details include currency, term, uplift percentage, shipping terms, ship method, freight term, renewal term, and payment terms (e.g. Net 30 days) g. Provide any technical support fees.
Technical support fees are generally included in the UKG subscription cost as outlined in the UKG SaaS Support Policies and Services at https://www.ukg.com/saas-support-policies-and-services. Additional technical support options may be available for purchase depending on the criticality of the participating public agency’s needs, as determined in the thorough needs assessment and throughout the lifecycle of the agency’s term.
h. Indicate if payment will be accepted via credit card. If so, may credit card payment(s) be made online? Also state the Convenience fee, if allowable, per the Visa Operating Regulations.
Not applicable.
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Price Book
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Product Name MSRP
UKG Pro Pay and People Center $ 22.00
HR Only Employees $ 8.00
Global Employees $ 8.00
UKG Pro Limited Access (fka Terminated Web Employees) $ 2.00 UKG Pro Talent Acquisition $ 6.00
UKG Pro Recruiting $ 3.00
UKG Pro Onboarding $ 3.00
UKG Pro Candidate Texting $ 0.30
UKG Pro Performance and Coaching $ 7.00
UKG Pro Performance Reviews $ 3.00
UKG Pro Succession $ 3.00
UKG Pro Coaching and Development $ 4.00
UKG Pro Career Designer $ 4.00
UKG Pro Compensation $ 4.00
UKG Pro Learning $ 8.00
External Learners in UKG Pro Learning (fka UltiPro Learning) $ 2.00 UKG Pro Employee Voice $ 4.00
UKG Pro Benefits Administration $ 6.00
UKG Pro Benefits Hub $ 6.00
UKG Pro Document Manager $ 4.00
UKG Pro People Assist $ 4.00
UKG Pro Talk $ 2.00
UKG Great Place To Work Hub $ 6.00
UKG Pro Employee Pay $ 2.00
Interface Files
BI Reports
UKG Pro Employee Pay
(fka UltiPro Employee Pay)
UKG Pro Check Printing
(fka UltiPro Check Printing Services)
Year End Tax Forms (W2, 1099, T4, RL-1, 1095)
UKG Pro Communications Broadcast-Text Notifications (fka UltiPro Community Broadcast – Text Notifications)
UKG Pro HCM NPRD (add-on) $ 10.00
US Customers Adding Canadian Employees AFTER the initial sale UKG Pro Workforce Management (Hourly) $ 12.00
UKG Pro Workforce Management (Salaried) $ 7.00
UKG Pro Scheduling $ 1.50
UKG Pro Advanced Scheduling $ 3.50
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UKG Pro Forecasting $ 6.00
UKG Pro Rotation Schedule $ 1.00
UKG Pro Workforce Management Analytics $ 2.50
UKG Pro Workforce Management Healthcare Productivity $ 5.50 UKG Pro People Analytics with Pro WFM Data
UKG Pro People Analytics with Pro WFM Data Premium
UKG Pro People Analytics with Pro WFM Data Enterprise
UKG Pro Workforce Management Data Hub Enterprise
UKG Pro Workforce Management Data Hub Premium $ 0.25
UKG Pro Accruals $ 1.50
UKG Pro Leave (includes Accurals) $ 3.00
UKG Pro Attendance $ 3.50
UKG Pro Absence (Includes Attendance, Leave, and
Accruals) $ 3.50
UKG Pro Activities $ 3.50
UKG Pro Gaming $ 1.00
UKG Pro WFM Talk $ 3.50
UKG Pro WFM PointClickCare Census Import $ 0.50
UKG Pro Auctions $ 3.50
UKG Pro Strategic Workforce Planning $ 6.00
UKG Dimensions Additional Non-Production Environments $ 0.40 UKG Dimensions Additional SFTP
(2 included at no additional charge) $ 65.00
UKG Dimensions Additional VPN
(2 included at no additional charge) $ 195.00
UKG Dimensions Microsoft Outlook Integration (fka Workforce Dimensions Microsoft Outlook Plug-In) $ 1.00
UKG Dimensions Google Integration (fka Workforce Dimensions AddIn Google Sheets and Calendar) $ - UKG One View Connect $ 10.00
UKG One View Managed Services
UKG One View Managed SaaS Fee
UKG One View Payments
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UKG Pro Workforce Management (WFM) (Formally UKG Dimensions) Standard
License
Seasonal
License
Cloud Only - PEPM US$ US$
Suggested Suggested
Description Retail Retail
Core Products
UKG PRO TIMEKEEPING HOURLY $10.00 $13.00
UKG PRO TIMEKEEPING SALARIED $5.00 $6.50
Activities
UKG PRO ACTIVITIES (Formerly Work) $2.50 $3.25
Absence Management Products
UKG PRO ACCRUALS $1.00 $1.30
UKG PRO LEAVE (Includes Accruals) $2.00 $2.60
UKG PRO ABSENCE (Includes Attendance, Leave and Accruals) $2.50 $3.25 Gaming
UKG PRO GAMING $0.50 $0.65
Talk
UKG PRO WFM TALK $2.50 $3.25
Auctions
UKG PRO AUCTIONS $2.50 $3.25
Strategic Workforce Planning
UKG PRO STRATEGIC WORKFORCE PLANNING $5.00 $6.50
Scheduling Products
UKG PRO SCHEDULING $1.00 $1.30
UKG PRO ADVANCED SCHEDULING (includes UKG Pro Scheduling) $2.50 $3.25 UKG PRO FORECASTING (Includes UKG Pro Advanced Scheduling) (Formerly called: Optimized Scheduling With Forecasting) $5.00 $6.50 UKG PRO ROTATION SCHEDULE $0.50 $0.65
UKG PRO WFM POINTCLICKCARE CENSUS IMPORT $0.30
US and Canada only, no Seasonal
Requires: UKG PRO ADVANCED SCHEDULING
or
UKG PRO FORECASTING (Includes UKG Pro Advanced Scheduling) Count must match
2486
Required Quote Note QT-42835: For the PointClickCare Census Data Import, the following terms apply: a) Kronos may terminate this integration on 30 days’ written notice; b) responsibility for PointClickCare API availability, stability and proper function remains with PointClickCare; and c) customer is required to enter into a contract with PointClickCare prior to subscribing to the EMR PointClickCare solution Clinical Scheduling Extensions
UKG PRO CLINICAL SCHEDULING EXTENSIONS (Requires Clinical Scheduling Ext. Encryption Gateway) $5.00 $0.00 Note: UKG PRO Clinical Scheduling Extentions is a manual license code which is sent to Cloud Services - Licensing team for installation.
UKG PRO CLINICAL SCHEDULING EXTENSIONS ENCRYPTION GATEWAY $0.00 Note: Part number 8605325-000 is required when ordering Encryption Gateway. Encription Gateway is sold as a quantity of 1 per customer.
Analytics Products
UKG PRO WORKFORCE MANAGEMENT ANALYTICS $2.00 $2.60
UKG PRO WORKFORCE MANAGEMENT HEALTHCARE PRODUCTIVITY (Includes UKG Pro Workforce Management Analytics) $4.50 $5.85 Data Hub
UKG PRO WORKFORCE MANAGEMENT DATA HUB ENTERPRISE $0.00 $0.00 UKG PRO WORKFORCE MANAGEMENT DATA HUB PREMIUM $0.10 $0.13 Add-In
UKG PRO WORKFORCE MANAGEMENT GOOGLE INTEGRATION (Requires 4 hours of PS, or applicable Onboarding Fees) (Formerly called: ADD-IN GOOGLE SHEETS AND CALENDAR) $0.00 5,000 to 9,999
UKG PRO WORKFORCE MANAGEMENT OUTLOOK INTEGRATION (Requires 4 hours of PS, or applicable Onboarding Fees) (Formerly called: Microsoft Outlook Plugin) Tiered Pricing 1 to 2,499 $1,500.00
2,500 to 4,999 $3,000.00
5,000 to 9,999 $6,000.00
> 10,000 $12,000.00
Integrations
UKG PRO WFM INTEGRATION TO UKG TELESTAFF $0.00
UKG PRO WFM INTEGRATION TO UKG WORKFORCE PLANNER $0.00
Other
UKG PRO WORKFORCE MANAGEMENT NON-PROD ADDITIONAL TENANT $0.25 Full Term Only
Existing customers that original purchased SAAS-WFD-ADD-TENANT with Tiered pricing will continue to order using the Tiered part #.
UKG PRO WFM NON-PROD ADDITIONAL TENANT Tiered Pricing
Full Term Only
$500.00
$500.00
$1,000.00
$1,500.00 2487
$2,500.00
$5,000.00
$10,000.00
$20,000.00
$37,500.00
UKG PRO WORKFORCE MANAGEMENT SFTP LICENSE $50.00
UKG PRO WORKFORCE MANAGEMENT ADDITIONAL VPN $150.00
UKG DIMENSIONS TAX FILING BY BSI Tiered Pricing
Equal to or less than, 1000 Employees (Base) $700.00
1001 to 2000 Employees $0.70
2001+ Employees $0.25
UKG DIMENSIONS GOOGLE FOR WORK SETUP FEE $5.00
UKG DIMENSIONS PAYROLL SERVICES ADDITIONAL EIN'S(For each EINs greater than 2) $550.00 UKG DIMENSIONS PAYROLL SERVICES ONE TIME SETUP FEE (Includes 2 EINs) $3,000.00 Success Offerings
Offering Fee
ESSENTIALS $ -
TECHNICAL ACCOUNT MANAGER (TAM) $ 130,000
ENHANCED CUSTOMER SUCCESS PLAN 10%
TECHNICAL ACCOUNT MANAGER (TAM) $ 130,000
2488
Hardware - UKG InTouch™ DX G2 US Retail
Suggested Device SW Device SW Depot Depot Per
Description Retail
Maintenance <99
terminals
Maintenance >100
terminals Repair Exchange Event
UKG InTouch DX G2 with Bar Code Badge Reader $4,495.00 $175.00 $109.00 $225.00 $300.00 $1,600.00 UKG InTouch DX G2 with Magnetic Stripe Card Reader $4,695.00 $175.00 $109.00 $225.00 $300.00 $1,675.00 UKG InTouch DX G2 with HID Proximity Card Reader $5,325.00 $175.00 $109.00 $225.00 $300.00 $1,950.00 UKG InTouch DX G2 with Smart Card Reader $5,435.00 $175.00 $109.00 $225.00 $300.00 $2,000.00 UKG InTouch DX G2 with Legic Reader $5,435.00 $175.00 $109.00 $225.00 $300.00 $2,000.00 InTouch DX/DX G2 North America Power Kit For External AC Outlet $0.00 Kronos Touch ID Plus Biometric Option for InTouch DX/DX G2 $1,485.00 - - $108.00 $135.00 $625.00 Kronos TouchFree ID Face Biometric Option for InTouch DX/DX G2 $1,650.00 $120.00 $150.00 $700.00 Wi-Fi Option Kit for InTouch DX G2 $360.00
InTouch Linear Imager Bar Code Scanner Option $975.00 - - $65.20 $81.50 $420.00 InTouch DX/DX G2 NIMH Backup Battery Option $420.00
InTouch DX/DX G2 External Reader Board Option $145.00
InTouch DX/DX G2 Transition Board Option (required if ordering one or more of the following options) $145.00 Universal Relay Option $315.00
InTouch Remote HID MiniProx Reader Option $700.00 - - $46.40 $58.00 $375.00 InTouch Remote HID ProxPro Reader Option $700.00 - - $46.40 $58.00 $375.00 Spare Parts - UKG InTouch DX G2
InTouch DX/DX G2 Enclosure Top Filler Plate $7.50
InTouch DX/DX G2 Replacement Enclosure Back Cover $100.00 InTouch Replacement Security Screw Removal Tool $6.00
InTouch DX Replacement Hardware Accessory Packet $10.00 InTouch DX Replacement Reset Switch Access Door $7.50
InTouch DX Replacement WiFi Option Access Door $7.50
InTouch DX Replacement Internal Power Transformer $235.00 InTouch DX Replacement 6' Power Cord - North America $18.00 2489
UKG Pro WFM Professional Services
UKG Pro Workforce Management Professional Services include implementation and consulting services.
Part Description USD$ Notes
SMB
UKG PRO WORKFORCE MANAGEMENT ONBOARDING SERVICES SMB $200 Billing Role =
Kronos Consultant,
Integration Consultant,
Informatics Consultant,
Management Consultant,
Analytics Consultant,
Data Hub Consultant,
Integration Strategic
Service, Project Manager
UKG PRO WFM READINESS ADVISORY SERVICES SMB $5,500.00
Billing Role = Kronos
Consultant
UKG PRO WORKFORCE MANAGEMENT SMB ONBOARDING FEE quoted Billing Role = Grouped UKG PRO WFM SMB ONBOARDING A LA CARTE FEE quoted Billing Role = Grouped UKG PRO WORKFORCE MANAGEMENT MIGRATION SMB $0.00
Billing Role =
Kronos Consultant,
Integration Consultant,
Informatics Consultant,
Management Consultant,
Analytics Consultant,
Data Hub Consultant,
Integration Strategic
Service, Project Manager
ENTERPRISE
UKG PRO WFM ONBOARDING SERVICES ENTERPRISE $220
Billing Role =
Kronos Consultant,
Integration Consultant,
Informatics Consultant,
Management Consultant,
Analytics Consultant,
Data Hub Consultant,
Integration Strategic
Service, Project Manager
UKG PRO WFM READINESS ADVISORY SERVICES ENTERPRISE $11,000.00 Billing Role = Kronos
Consultant
2490
UKG PRO WORKFORCE MANAGEMENT MIGRATION ENTERPRISE $0.00 Billing Role =
Kronos Consultant,
Integration Consultant,
Informatics Consultant,
Management Consultant,
Analytics Consultant,
Data Hub Consultant,
Integration Strategic
Service,Project Manager
ENTERPRISE and SMB
UKG PRO WFM READINESS ADVISORY SERVICES $235.00
Billing Role = Kronos
Consultant
UKG PRO WORKFORCE MANAGEMENT ADVISORY SERVICES $275.00
Billing Role = Strategic
Advisor
UKG PRO WORKFORCE MANAGEMENT ADVANCED TESTING SERVICES $205.00 Billing Role = Kronos
Consultant
UKG PRO WORKFORCE MANAGEMENT EDUCATION CONSULTING $220.00 Billing Role = Education
Consultant
UKG PRO WORKFORCE MANAGEMENT TRAIN THE TRAINER PACKAGE $3,000.00 Billing Role = Education
Consultant
UKG PRO WORKFORCE MANAGEMENT USER ADOPTION SERVICES $220.00 Billing Role = Education
Consultant
UKG PRO WORKFORCE MANAGEMENT USER ADOPTION ASSESSMENT $3,000.00 Billing Role = Education
Consultant
UKG PRO WORKFORCE MANAGEMENT ANALYTICS PROMO SETUP $0.00 Billing Role = Kronos
Consultant or Integration
Consultant or Informatics
Consultant or
Management Consultant
or Analytics Consultant or
Vision Consultant or
Integration Advisor
UKG PRO WORKFORCE MANAGEMENT INTEGRATION BUILD SERVICES $110.00 Billing Role = Integration
Build Consultant
UKG PRO WFM EFR- ENGINEERING FEATURE REQUEST $240.00
Billing Role = Technology
Consultant
UKG PRO WFM EFR - ENGINEERING FEATURE REQUEST FIXED FEE Call for Quote Billing Role = Grouped UKG PRO WORKFORCE MANAGEMENT ENGINEERING DISCOVERY $240.00 Billing Role = Technology
Consultant
UKG PRO WFM ENGINEERING DISCOVERY FIXED FEE Call for Quote Billing Role = Grouped UKG PRO WFM ADVISORY SERVICES FIXED FEE $240.00
Billing Role = Kronos
Consultant
UKG PRO WFM ADVANCED TESTING SERVICES FIXED FEE $205.00 Billing Role = Kronos
Consultant
UKG PRO WORKFORCE MANAGEMENT DATA EXTRACTION TOOLKIT $16,500.00 Billing Role = Integration
Consultant
UKG PRO WORKFORCE MANAGEMENT FF ONBOARDING SERVICES Call for Quote 2491
APPLICATION MAINTENANCE SERVICES
UKG PRO WFM INTEGRATION / API APPLICATION MAINTENANCE Call for Quote Billing Role = Integration
Consultant
MANAGED SERVICES
UKG WORKFORCE MANAGEMENT EEC - HELP DESK Call for Quote UKG WORKFORCE MANAGEMENT MANAGED APPLICATION SERVICES Call for Quote 2492
Passport for UKG Pro WFM US$
Table of Contents Suggested
Description Retail PEPM
Passport InTrack
PASSPORT INTRACK ESSENTIALS UKG Pro Timekeeping (WFM) $2.00 PASSPORT INTRACK ESSENTIALS ADDITIONAL MANAGER LICENSE Passport inTrack Essentials $10.00 PASSPORT INTRACK ENTERPRISE UKG Pro Timekeeping (WFM) $6.00 PASSPORT INTRACK ENTERPRISE ADDITIONAL MANAGER LICENSE Passport inTrack Enterprise $30.00 PASSPORT INTRACK PRO UKG Pro Timekeeping (WFM) $4.00
PASSPORT INTRACK PRO ADDITIONAL MANAGER LICENSE Passport inTrack Pro $20.00 Passport InOrder
PASSPORT INORDER ESSENTIALS UKG Pro Timekeeping (WFM) $4.00 PASSPORT INORDER ESSENTIALS ADDITIONAL MANAGER LICENSE Passport inOrder Essentials $10.00 PASSPORT INORDER ENTERPRISE UKG Pro Timekeeping (WFM) $12.00 PASSPORT INORDER ENTERPRISE ADDITIONAL MANAGER LICENSE Passport inOrder Enterprise $30.00 PASSPORT INORDER PRO UKG Pro Timekeeping (WFM) $8.00
PASSPORT INORDER PRO ADDITIONAL MANAGER LICENSE Passport inOrder Pro $20.00 Passport Event Scheduling
PASSPORT EVENT SCHEDULING ESSENTIALS UKG Pro Timekeeping (WFM) $2.00 PASSPORT EVENT SCHEDULING ESSENTIALS ADDITIONAL MANAGER LICENSE Passport Event Scheduling Essentials $10.00 PASSPORT EVENT SCHEDULING PRO UKG Pro Timekeeping (WFM) $4.00 PASSPORT EVENT SCHEDULING PRO ADDITIONAL MANAGER LICENSE Passport Event Scheduling Pro $20.00 Passport Add-ons
PASSPORT LOTRACK UKG Pro Timekeeping (WFM) $4.00
PASSPORT LOTRACK MANAGER ADDS-ON Passport LoTrack $20.00 PASSPORT PLAN VERSES ACTUAL ROUTE ANALYTICS Passport inOrder Enterprise or Pro $4.00 PASSPORT PLAN VERSES ACTUAL ROUTE ANALYTICS MANAGER ADD-ON Passport Plan verses Route Analytics $20.00 PASSPORT DATA STORAGE - 100 GIG
Passport inOrder Essentials, Enterprise, or Pro
OR
Passport inTrack Essentials, Enterprise, or Pro
OR
Passport Event Scheduling Essentials or Pro
OR
Passport LoTrack
OR
Passport Data Transformation $100.00
PASSPORT DATA TRANSFORMATION UKG Pro Timekeeping (WFM) $4.00 Passport Professional Services Billing Role USD$/hr
3RD PARTY PASSPORT PROFESSIONAL SERVICES Third Party $215.00 3RD PARTY PASSPORT PROFESSIONAL SERVICES FIXED FEE Grouped Call for Quote 2493
ThinkTime
Standard
License
Seasonal
License
US$ US$
Suggested Suggested
Description Retail Retail
3rd Party Software
UKG PRO TASK MANAGEMENT BY THINKTIME $5.00 $6.50
3rd Party Professional Service
3RD PARTY INSTALLATION UKG PRO WFM THINKTIME (Enterprise) $200.00 (SMB) $180.00
3RD PARTY UKG PRO WFM THINKTIME FIXED FEE Call For Quote 3rd Party Disk Space Overages
THINKTIME - UKG PRO WFM DISK SPACE OVERAGE $0.25
2494
UKG Ready Software US Retail
Table of Contents US$
Suggested
Description Retail PEPM
UKG Ready Time
UKG READY TIME (Formerly Worforce Ready Time Keeping) $6.00 UKG Ready Accruals Manager
UKG READY ACCRUALS MANAGER $1.00
UKG Ready HR
UKG READY HR $6.00
UKG Ready Payroll
UKG READY PAYROLL $6.00
UKG Ready Payroll Canada
UKG READY PAYROLL CANADA $6.00
UKG Ready Payroll Services
UKG READY PAYROLL SERVICES $1.75
UKG Ready Payroll Services With Smartcheck
UKG READY PAYROLL SERVICES WITH SMARTCHECK $2.00
UKG Ready Payroll by Payroll Metrics
UKG READY PAYROLL BY PAYROLL METRICS n/a
UKG READY STP GATEWAY ASSIST BY PAYROLL METRICS n/a
UKG READY DEDUCTION MANAGEMENT GATEWAY ASSIST BY PAYROLL METRICS n/a UKG READY EFT GATEWAY ASSIST BY PAYROLL METRICS n/a
UKG READY PAYROLL BY PAYROLL METRICS - TRAINING (Flat Fee) n/a UKG READY PAYROLL BY PAYROLL METRICS - ADDITIONAL REMOTE SERVICES (per hour) n/a UKG READY PAYROLL BY PAYROLL METRICS ONE TIME SETUP FEE (Tiered Pricing) UKG Ready ACA Manager
UKG READY ACA MANAGER $0.50
UKG Ready Tax Filing by BSI
UKG READY TAX FILING BY BSI Tiered Pricing:
Monthly Base: $160.00
201ee - 500ee: $0.57
501ee - 1000ee: $0.79
1001ee - 2000ee: $0.70
2001ee - 5000ee: $0.25
UKG Ready Leave
UKG READY LEAVE $1.50
UKG Ready Compensation
UKG READY COMPENSATION $1.00
UKG Ready Scheduler
UKG READY SCHEDULER $2.50
2495
UKG Ready Access Control
UKG READY ACCESS CONTROL n/a
UKG Ready Attestation
UKG READY ATTESTATION $0.50
UKG Ready Performance Management
UKG READY PERFORMANCE $1.00
UKG Ready Recruiting
UKG READY RECRUITING (Formerly Talent) $1.00
UKG Ready Integration Hub
UKG READY INTEGRATION HUB $0.00
UKG Ready People Insights
UKG READY PEOPLE INSIGHTS (Formerly Advanced People Analytics) $2.00 UKG Ready Learning
UKG READY LEARNING $3.50
UKG Ready Benefits
UKG READY BENEFITS $5.50
UKG Ready COBRA Administration Services
UKG READY COBRA ADMINISTRATION SERVICES $1.50
Professional Services
UKG READY UKG CONSULTANT (TIME AND MATERIALS) $187.50
Services
UKG READY SETUP FEE
UKG READY TAX FILING ADMIN SETUP FEE
UKG READY TAX FILING ONE TIME SETUP FEE
UKG READY ADDITIONAL SERVICES
2496
Hardware - Kronos InTouch™ DX US Retail
US$ **US$ **US$ US$ US$ US$
Suggested Device SW Device SW Depot Depot Per
Description Retail
Maintenance <99
terminals
Maintenance >100
terminals Repair Exchange Event
Step 2: Select Power Option for InTouch DX
InTouch DX/DX G2 North America Power Kit For External AC Outlet $0.00 Step 3: Select Additional Options as required for InTouch DX Kronos Touch ID Plus Biometric Option for InTouch DX/DX G2 $1,485.00 - - $108.00 $135.00 $625.00 Kronos TouchFree ID Face Biometric Option for InTouch DX/DX G2 $1,650.00 $120.00 $150.00 $700.00 Wi-Fi Option Kit for InTouch DX & InTouch 9100 H4 $360.00 InTouch Linear Imager Bar Code Scanner Option $975.00 - - $65.20 $81.50 $420.00 InTouch DX/DX G2 NIMH Backup Battery Option $420.00
InTouch DX/DX G2 External Reader Board Option $145.00
InTouch DX/DX G2 Transition Board Option (required if ordering one or more of the following options) $145.00 Universal Relay Option $315.00
InTouch Remote HID MiniProx Reader Option $700.00 - - $46.40 $58.00 $375.00 InTouch Remote HID ProxPro Reader Option $700.00 - - $46.40 $58.00 $375.00 Spare Parts - Kronos InTouch DX
InTouch DX/DX G2 Enclosure Top Filler Plate $7.50
InTouch DX/DX G2 Replacement Enclosure Back Cover $100.00 InTouch Replacement Security Screw Removal Tool $6.00
InTouch DX Replacement Hardware Accessory Packet $10.00 InTouch DX Replacement Reset Switch Access Door $7.50
InTouch DX Replacement WiFi Option Access Door $7.50
InTouch DX Replacement Internal Power Transformer $235.00 InTouch DX Replacement 6' Power Cord - North America $18.00 InTouch DX Replacement 2M Power Cord - China $18.00
InTouch DX Replacement 6' Power Cord - India $18.00
InTouch DX Replacement 2M Power Cord - United Kingdom $18.00 InTouch DX Replacement 2M Power Cord - Australia $18.00 InTouch DX Replacement 6' Power Cord - Japan $18.00
InTouch Replacement 6' Power Cord - EURO $18.00
InTouch Replacement 2M Power Cord - South Korea $18.00
InTouch Replacement 6' Power Cord - Argentina $18.00
InTouch Replacement 2M Power Cord - South Africa $18.00 Allowed Coverage for Clocks and Options
Clocks Allowed?
Depot Exchange Yes
Depot Exchange No
Depot Exchange No
Depot Repair Yes
Depot Repair No
Depot Repair No
Device SW Maintenance Yes
Device SW Maintenance No
Device SW Maintenance No
2497
KSS (UKG Solution Services ) SoftwareTools v8
US$ US$ US$
Please note that the KSS tools listed in this section fall under our Standard UKG Sales, Software License and Service Agreement. Suggested Gold* Platinum* Description Retail Support
Services
Support
Services
KSS Tool Attestation Tool Kit
KSS Tool Attestation Tool Kit v8 $15.00 $3.30 $3.75
KSS Tool Scheduling Attestation
KSS Tool Scheduling Attestation V8 $10,000.00 $2,200.00 $2,500.00 KSS Tool Full Time - Part Time Analysis Report
KSS Tool Full Time - Part Time Analysis Report v8 $5,000.00 $1,100.00 $1,250.00 KSS Tool UKG Time Capture for Cisco*
Solution Services SFW Tools Professional Services $215.00 n/a n/a KSS Tool,UKG Time Capture For CISCO V8 $31.50 $6.93 $7.88 KSS Tool Puerto Rico Meal Penalty Support
KSS Tool Puerto Rico Meal Penalty Support v8 $24,000.00 $5,280.00 $6,000.00 2498
UKG Telestaff IVR
US$ US$ US$
Suggested Gold* Platinum*
Description Retail Support Services Support Services
UKG Telestaff IVR Service
UKG TELESTAFF IVR SERVICE $0.00 $0.00 $0.00
UKG Telestaff IVR License Per Port
UKG TELESTAFF IVR LICENSE PER PORT $2,500.00 $550.00 $625.00 2499
UKG TELESTAFF CLOUD US$
Cloud Only - PEPM
Table of Contents Suggested
Description Retail
UKG TELESTAFF CLOUD $10.00
Note: UKG TELESTAFF CLOUD is a bundled item and includes the following items:
Bidding
Blueprints
Bulk Data Extract
Contact Manager
Gateway Manager
Global Access
Institution Focus
Intouch Timeclock Device
SMS Manager
UKG TELESTAFF CLOUD EXTRA DUTY EVENTS $1.50
UKG TELESTAFF CLOUD NON-PROD ADDITIONAL TENANT $0.60
Professional Services - TeleStaff Billing Role US$/HR
TSG Professional Services
Project Manager, Engagement Principal,
Application Consultant, Solution Consultant, or
Integration Consultant $180
TSG Solution Services KSS Consultant $215
TSG Technical Services Technical Consultant $215
UKG TELESTAFF CLOUD NON-PROD ADDITIONAL TENANT
UKG TELESTAFF CLOUD
UKG TELESTAFF CLOUD EXTRA DUTY EVENTS
2500
Software - UKG TeleStaff v7.1+
US$ US$ US$
Suggested Gold* Platinum*
Description Retail Support Services Support
Services
UKG TeleStaff Enterprise v7.1+
UKG TELESTAFF Enterprise V7.1+ $135.00 $29.70 $33.75
UKG TeleStaff Enterprise v7.5 ESD Software Kit $0.00
UKG TeleStaff Enterprise v7.4 ESD Software Kit $0.00
UKG TeleStaff Enterprise v7.3 ESD Software Kit $0.00
UKG TeleStaff Enterprise v7.2 ESD Software Kit $0.00
UKG TeleStaff Enterprise v7.1 ESD Software Kit $0.00
UKG TeleStaff Global Access v7.1+
UKG TELESTAFF GLOBAL ACCESS V7.1+ $25.00 $5.50 $6.25
UKG TeleStaff Gateway Manager v7.1+ - one per customer
UKG TELESTAFF GATEWAY MANAGER V7.1+ $5,000.00 $1,100.00 $1,250.00 UKG TeleStaff Institution Focus v7.1+
UKG TELESTAFF INSTITUTION FOCUS V7.1+ $20.00 $4.40 $5.00 UKG TeleStaff Contact Manager v7.1+
UKG TELESTAFF CONTACT MANAGER V7.1+ $15.00 $3.30 $3.75
UKG TeleStaff Bidding v7.1+ (Formerly Auctions)
UKG TELESTAFF BIDDING V7.1+ $50.00 $11.00 $12.50
UKG TeleStaff Blueprints v7.1+
UKG TELESTAFF BLUEPRINTS V7.1+ $0.00 $0.00 $0.00
UKG Telestaff Bulk Data Extract v7.1+
UKG TELESTAFF BULK DATA EXTRACT V7.1+ $0.00 $0.00 $0.00 UKG Telestaff SMS Manager v7.1+
UKG TELESTAFF SMS MANAGER V7.1+ $0.00 $0.00 $0.00
UKG Telestaff Intouch Timeclock Device v7.1+
UKG Telestaff Intouch Timeclock Device v7.1+ $0.00 $0.00 $0.00 UKG Telestaff Extra Duty Events v7.4+
UKG Telestaff Extra Duty Events v7.4+ $65.00 $0.00 $0.00 Professional Services - TeleStaff
T&M or Fixed Fee
Hourly Rate US$
TSG Professional Services $180
UKG TeleStaff Contact Manager v7.1+ is required on Version Upgrade orders; product $0, maintenance Billing Role
Project Manager, Engagement
Principal, Application Consultant,
Solution Consultant, or Integration
Consultant
2501
TSG Solution Services $215
TSG Technical Services $215 Technical Consultant
KSS Consultant
2502
Software - EZCall
Table of Contents US$
Suggested
Description Part Number
Pricing
Context SaaS
UKG EZCALL 8604409-000 License $300.00
Workforce Periop Scheduler Powered By EZCall 8604410-000 License $300.00 UKG EZCall Setup Fee (for Kronos EZCall and/or WF Periop Users) 9999800-100 $150.00 The set up fee is per provider (per user).
QTY the total of UKG EZCall and/or Workforce periOp Scheduler license count (combine count, if both) Billing Role: Grouped
PSA Contact Type: Fixed Fee
Workforce Periop Scheduler by OR Room, Powered By EZCall 8604412-000 License $3,500.00 UKG EZCall Setup Fee (for WF Periop by OR Room) 9999800-100 $1,500.00 The set up fee is per provider (per room).
QTY the total of Workforce periOp Scheduler by OR Room count (license count = number of rooms) Billing Role: Grouped
PSA Contact Type: Fixed Fee
UKG EZCall Light 8604411-000 License $150.00
UKG EZCall Setup Fee (For UKG EZCall Light users) 9999800-100 $50.00 The set up fee is per provider (per user).
QTY the total of UKG EZCall Light license count
Billing Role: Grouped
PSA Contact Type: Fixed Fee
UKG EZCall Enterprise Portal 8604560-001 $25,000.00
One per customer
No Setup fees for Enterprise Portal and Portal Interface UKG EZCall Enterprise Portal Interface 8604562-000 License $1,000.00 Customers must own or be ordering EZCall Enterprise Portal to order EZCall Enterprise Portal Interface License = number of Departments
Subscription Software Service SUB-SW-EZCALL
Note:
Billing Frequency: Annual in Advance
Cloud Context: PEPY
EZCall items may be quoted together, but cannot be combined with any other modules.
Required Agreement(s):
EZCALL Provider Scheduling Agreement - located on SharePoint https://kronos.sharepoint.com/teams/Legal%20Dept/Agreements/SitePages/Home.aspx Professional Services Rate USD
Discounting over 15% needs Bradley Mclain's approval
UKG EZCALL PRO SVCS ENTERPRISE 9990141-PRO $200.00
Billing Role: UKG Consultant
UKG EZCALL PRO SVCS SMB 9990142-PRO $180.00
Billing Role: UKG Consultant
EZCall Non-Prod Environment USD
UKG EZCALL NON-PROD ENVIRONMENT SAAS-EZCALL Call for Quote Call for Quote: Contact CSS reps (Corrie Halas, Courtney Green, Sam Glennon, and Pam Camerlin) for pricing.
Required: 10 hours of Professional Services are required for the Non-Prod Environment. Use one of the two Professional Services parts list in the section above.
2503
Professional Services
Kronos Professional Services include implementation and consulting services.
Table of Contents
Implementation Services - Kronos offers implementation services for the mid-market and the enterprise.
Kronos Paragon™
Part Description Part Number USD$
Paragon Service Part Number US$/hr
Paragon Enterprise 9990002-ENT $220.00
Paragon Hospital 9990002-HOS $220.00
Paragon Retail 9990002-RET $220.00
Paragon Mid-Market Field Team 9990002-MID $200.00
Paragon Mid-Market 9990004-MID $200.00
Used to identify
activity sized for
Paragon Online, but
delivered in the field.
Paragon Online Remote Team 9990002-ONL $200.00
Paragon Online Time Essentials 9990004-ONL $200.00
Paragon Online Data Launch Service 9990007-ONL $200.00
Paragon Online iSeries* 9990008-ONL $205.00
*to be used for iSeries
implementation performed
by the Remote (nonCleburne) team and tracked
in PSA
Paragon Online Analytics 9990009-ONL $200.00
.
Other Professional Services Part Number US$/hr
Professional Services - Workforce Teletime 9990029-PRO $240.00 TTE - Implementation 9990002-TTE $220.00
Labor Analytics Implementation* 9990030-PRO $220.00
2504
Professional Services 3i WebTA PRSVC3I-000 **$240.00
** will vary depending on
Billing Role see WebTA
page
Engineering Discovery 9990003-CED $103.50
Rate could vary by
customer and will be
provided by the project
manager
Solution Services Discovery 9990003-KSS $240.00
Solution Services Reporting 9990004-KSS $240.00
Solution Services Consulting 9990010-KSS $240.00
Paragon Senior Integration 9990070-PRO $240.00
Billing Role = Senior
Integration Consultant
Professional Services ESP 9990038-PRO $220.00
Consulting Svcs ESP 9990027-CON $220.00
Advisory Services 9990117-CON $275.00
Billing Role =
Strategic Advisor
UKG Advanced User Experience Performance Testing 9990264-PROF $220.00 Monthly Dedicated - US offering only Part Number Per Month Monthly Dedicated - PM/SC/AC/ANALYTIC CONSLT/ MC/TC/IC**** 9990003-DED $31,000.00 ****Required for this
part number: Quote
Note: Monthly
Dedicated Pricing
Services
Monthly Dedicated - EC**** 9990006-DED $31,000.00
****Required for this
part number: Quote
Note: Monthly
Dedicated Pricing
Services
Training delivered via Open Air Part Number US$/hr
C/T,EDUCATION CONSULTING 9999913-0 $240.00
2505
SINGLE TERM TEMPLATE: This Order Form states the Monthly Dedicated Services for [Enter # of Months] months of [Enter QTY and Professional Services Role] dedicated professional services. Monthly Dedicated Services means those dedicated services ordered by Customer on a monthly basis for an established fixed fee regardless of the number of hours used in the month but in no event to exceed 40 hours per week. Normal business hours (8 a.m. - 5 p.m.), Monday to Friday, excluding any Customer approved time (i.e., Customer holidays). At the end of the month in which dedicated professional services were provided to Customer, Kronos will invoice Customer the amount identified herein for the month in which the dedicated professional services were provided.
TWO TERM TEMPLATE: This Order Form states the Monthly Dedicated Services for [Enter # of Months] months of [Enter QTY and Professional Services Role] dedicated professional services and [Enter # of Months] months of [Enter QTY and Professional Services Role] dedicated professional services. Monthly Dedicated Services means those dedicated services ordered by Customer on a monthly basis for an established fixed fee regardless of the number of hours used in the month but in no event to exceed 40 hours per week. Normal business hours (8 a.m. - 5 p.m.), Monday to Friday, excluding any Customer approved time (i.e., Customer holidays). At the end of the month in which dedicated professional services were provided to Customer, Kronos will invoice Customer the amount identified herein for the month in which the dedicated professional services were provided. 2506
THREE TERM TEMPLATE: This Order Form states the Monthly Dedicated Services for [Enter # of Months] months of [Enter QTY and Professional Services Role] dedicated professional services, [Enter # of Months] months of [Enter QTY and Professional Services Role] dedicated professional services, and [Enter # of Months] months of [Enter QTY and Professional Services Role] dedicated professional services. Monthly Dedicated Services means those dedicated services ordered by Customer on a monthly basis for an established fixed fee regardless of the number of hours used in the month but in no event to exceed 40 hours per week. Normal business hours (8 a.m. - 5 p.m.), Monday to Friday, excluding any Customer approved time (i.e., Customer holidays). At the end of the month in which dedicated professional services were provided to Customer, Kronos will invoice Customer the amount identified herein for the month in which the dedicated professional services were provided.
Currenty, International Office are not utizlizing any of the items below for Consulting Consulting Services - Kronos offers a full portfolio of Productivity, Technology, and Industry Consulting services.
Consulting Services Portfolio
Consulting Services Part Number US$/hr
Optimization Services 9990003-CON $240.00
Reporting Analysis 9990004-CON $240.00
Report Writing Services 9990007-CON $240.00
Database Support Services 9990009-CON $240.00
Technical Mentoring 9990010-CON $240.00
Change Management Consulting 9990011-CON $240.00
System Arch and Best Practices 9990015-CON $240.00
Project Management - BC Nontax 9990016-CON n/a British Columbia only.
Kronos' Services Portfolio provides comprehensive offerings for prospects and customers that will solve critical business issues through the entire lifecycle of their software investment, ensuring a 2507
Consulting - BC Nontax 9990017-CON n/a British Columbia only.
Business Process Improvement 9990021-CON $240.00
Workforce Management ROI Assessment 9990024-CON $240.00 Change Management Planning 9990028-CON $240.00
Empirical Study 9990029-CON $240.00
Upgrade Technology Assessment 9990030-CON $240.00
System Health Check - One Time 9990031-CON $240.00
Upgrade Solution Assessment 9990032-CON $240.00
Technology,
Application & System
System Health Check - Quarterly 9990033-CON $240.00
Program Management 9990034-CON $240.00
Frontline Labor Management Analysis 9990035-CON $240.00 Enabling Email Notifications 9990036-CON $240.00
Configuration Services in all Systems 9990037-CON $240.00 System Integration Assessment 9990038-CON $240.00
Roadmap Planning 9990039-CON $240.00
Performance Management Standardization 9990041-CON $240.00 Implementation Planning Study 9990042-CON $240.00
Engagement Principal 9990043-CON $305.00
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Inventory Reduction & Evaluation 9990045-CON $275.00
Product Costing Consulting & Development 9990046-CON $275.00 Labor Standards Consulting 9990047-CON $275.00
Testing Services 9990048-CON $205.00
Operational Review 9990049-CON $240.00
Absence Management Program Planning 9990053-CON $250.00 Advanced Consulting Services 9990115-CON $220.00
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UKG Professional Services
Implementation Services - UKG offers implementation services for the mid-market and the enterprise.
Part Description USD$ Notes
ENTERPRISE and SMB
UKG Advanced User Experience Performance Testing (160 hr minimum) $220 Billing Role = Technology Consultant
UKG Standard User Experience Performance Testing $11,000.00 Billing Role = Technology
Consultant
UKG Professional Services include implementation and technology services 2510
Great Place To Work
Standard
License
Table of Contents US$
Suggested
Description Part Number Retail
Great Place To Work includes access to an annual Trust Index survey and an opportunty to earn Great Place to Work Certification.
Great Place To Work is a standalone product and available platforms:
Great Place To Work
GREAT PLACE TO WORK 8605063-001 $1.00
No Discounting
**USD Only
• UKG PRO
• UKG Ready
• HRSD
• UKG Pro WFM Dimensions
• Workforce Central
• Banking Solutions
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28 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024
5.7 VALUE ADD
Provide any value-added services or offerings.
The UKG Marketplace is a digital catalog of vetted Technology and Services partners that extend the value of UKG products through seamless API integrations and contracted implementation and consulting services. UKG Marketplace provides built-in features and functionality to ensure you find partner integrations and services that complement the UKG products you use today, generate greater return on investment (ROI), and increase your team’s productivity. https://marketplace.ukg.com/en-US/home More than a simple tool to learn more about our partner ecosystem, the UKG Marketplace provides built-in features and functionality to ensure you find partner integrations and services that complement the UKG products you use today, generate greater return on investment (ROI), and increase your team’s productivity.
Explore, select, and connect with right-fit partners and solutions to extend the value of UKG products.
Browse and filter through all our solutions using the “All Products” drop-down on the navigation bar at the top of the main page, learn more about partners on their specific listing page, and start a conversation through the “Learn More” or “Contact Us” buttons on those partners’ pages. • Technology Partners deliver advanced features and functionality to UKG® solutions through seamless API integrations that automate processes, reduce manual errors, and offer innovative capabilities.
• Services Partners specialize in consulting and implementation, helping drive successful business outcomes before, during, and after go-live date.
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29 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024 2513
30 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024
5.8 FINANCIAL STATEMENTS
Proposers shall submit a recent history of financial solvency and provide the following:
a. Financial Statement: Include the most recent, independently certified financial statement. Financial statements must include a balance sheet and income statement.
In support of our proposal, UKG has submitted our latest Audited Financial Statements under separate cover in a sealed envelope. These statements are tagged as "Confidential." Our financial books and record are audited by Ernst & Young, with quarterly reviews and annual audits to assure compliance with US Generally Accepted Accounting Principles. We have received a clean opinion from our auditors for our most recently annual financial results. b. Name and address of firm preparing the attached financial statement including a letter stating the independent audit or review has been performed by the firm.
Our financial books and record are audited by Ernst & Young, with quarterly reviews and annual audits to assure compliance with US Generally Accepted Accounting Principles. We have received a clean opinion from our auditors for our most recently annual financial results.
In support of our proposal, UKG has submitted our latest Audited Financial Statements under separate cover in a sealed envelope; that includes auditor notes for review. These statements are tagged as "Confidential."
c. State whether the Proposer has ever had a bankruptcy petition filed in its name, voluntarily or involuntarily. If yes, specify all relevant details.
No
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31 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024
5.9 NATIONAL CONTRACT
a. Include a detailed response to Attachment A, Exhibit A, OMNIA Partners Response for National Cooperative Contract. Responses shall highlight experience, demonstrate a strong national presence, describe how Supplier will educate its national sales force about the contract, describe how products and services will be distributed nationwide, include a plan for marketing the products and services nationwide, and describe how volume will be tracked and report to OMNIA Partners.
Experience
In March 2014, Kronos Incorporated entered into its first cooperative contracting agreement for Workforce Management Solutions Systems with its lead agency, Harford County Public Schools and at the time, US Communities. In 2018, Cobb County became the lead agency and Kronos Incorporated and its affiliate, Kronos SaaShr, Inc., were awarded for Workforce Management Systems with the final option year expiring in 2025.
Much has changed over ten years: US Communities is now OMNIA Partners. Kronos is now the Ultimate Kronos Group (UKG) and expanded its capabilities and offerings for workforce management (WFM) and human capital management (HCM). Throughout these changes, a dedicated national account manager has overseen the program to ensure continuous growth and improvement in cooperative contracting.
In 2024 UKG received The Bronze Partnership Excellence Award from OMNIA Partners for its steadfast commitment to the partnership.
Strong national presence
UKG is a leading provider of HR, payroll, and workforce management solutions for all people. We are the only enterprise vendor ranked as a leader by all major analysts and peer review sites and have been recognized around the world for our workplace culture, innovative practices, and commitment to customer success. Current awards include:
UKG Public Sector provides its solutions to more than 3000 agencies in federal government, state government, city and county government, public safety (police/fire/corrections), K-12 school districts, higher education institutions, special districts, and nonprofit organizations. 2515
32 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024
Education and training
UKG maintains a team of subject matter experts each with decades of experience in government procurement, contracting, budgeting, payroll, and human resources. This team is responsible for the success of the UKG’s Government Contracts Portfolio and facilitates new and existing employee training programs. A dedicated subject matter expert is the OMNIA Partners National Account Manager and oversees all operations and training for the sales force and its supporting cross-functional units. He is supported by multiple cross-functional teams in Sales Operations, Order Management, Legal Counsel, Renewals, Contracts, Accounting, and Global Alliances; all with deep understanding of cooperative contracting and OMNIA Partners.
UKG’s Public Sector sales force is well-tenured, many of them with 20+ years of seniority. All are familiar with OMNIA Partners, the contracts that UKG holds, and have unlimited access to personnel, resources, and training programs to increase utilization of the OMNIA Partners contract.
Additional training for freshman sales executives will be provided using the UKG OMNIA Partners Connect portal, its available training materials, and first-hand ‘Lessons Learned’ UKG curriculum developed after holding successful contracts for more than ten years. Staff will also be alerted to the webinars hosted by OMNIA Partners and the OMNIA Partners Connections regional events.
Marketing
Marketing UKG products and services alongside the purchasing power of OMNIA Partners is an ongoing and important initiative at UKG. UKG and OMNIA Partners teams meet regularly to discuss business advancement and marketing initiatives that include microsite promotion, white papers, customer success stories, and social media.
UKG participates alongside OMNIA Partners at regional and national tradeshows for organizations such as the National Institute of Government Procurement (NIGP), Society for Human Resource Management (SHRM), National Association of College and University Business (NACUBO), and Association of School Business Officials (ASBO).
Tracking
All Orders pursuant to one of UKG’s OMNIA Partners contracts are tracked inside UKG’s Salesforce environment. At the conclusion of each month, revenue reports are generated on these tracked customers and audited by support teams in Sales Operation, Finance, and Business Strategy before reporting to OMNIA Partners. The National Account Manager maintains the master account record of all contract revenue and analyzes the data to identify trends and develop ongoing business advancement strategy. These trends are discussed and strategized monthly via remote sessions and in person with key OMNIA Partners personnel at their corporate headquarters in Franklin, Tennessee at least quarterly.
Distribution
UKG is a global provider of SaaS solutions deployed in the Google Cloud Platform (GCP) with multiple audits, certifications, and controls in place to ensure the highest level of availability to its customers.
Professional services are determined via an individual scope of work with options for remote or customer-site implementation and training either direct through UKG resources or through certified professional services partners.
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33 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024
b. The successful Supplier will be required to sign Attachment A, Exhibit B, OMNIA Partners Administration Agreement, Suppliers shall have any reviews required to sign the document prior to submitting a response. Supplier’s response shall include any proposed exceptions to the OMNIA Partners Administration Agreement.
Please refer to the redlined Attachment A, Exhibit B, OMNIA Partners Administration Agreement on the following pages.
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34 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024
APPENDIX 1 – PROPOSAL SUBMITTAL FORM
2518
35 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024 2519
36 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024
APPENDIX 2 – REQUEST FOR PROPOSALS FORM
2520
37 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024 2521
38 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024
APPENDIX 3 - CONTRACTOR AFFIDAVIT & AGREEMENT (EXHIBIT A) 2522
39 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024 2523
40 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024
APPENDIX 4 – EXHIBIT A: RESPONSE FOR NATIONAL CONTRACT
See redlined document on the following pages.
2524
28 which is included as Exhibit D,
Principal Procurement Agency Certificate with OMNIA Partners, an example of 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 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 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.
Cooperative Purchasing Agreement, an example of which is attached as Exhibit C, Commented [JC1]: Use of the Master Agreement for these
types of Public Agencies must be on a case-by-case basis for UKG.
2525
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
2526
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 23% of the greater of the Contract Sales under the Master Agreement and Guaranteed Contract Sales under this 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 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., OMNIA Partners.
Request for Proposal.
Commented [JC2]: UKG proposes a 2% Administrative
Fee.
2527
31 governing law, invoice requirements, order requirements, specialized delivery, diversity requirements such as minority and woman owned businesses, historically underutilized business, etc.) (“Supplemental Agreement”). It shall be the responsibility of the Supplier to comply, when applicable, with the prevailing wage legislation in effect in the jurisdiction of the Participating Agency. It shall further be the responsibility of the Supplier to monitor the prevailing wage rates as established by the appropriate department of labor for any increase in rates during the term of the Master Agreement and adjust wage rates accordingly. In instances where supplemental terms and conditions create additional risk and cost for Supplier, Supplier and Participating Public Agency may negotiate additional pricing above and beyond the stated contract not-to-exceed pricing so long as the added price is commensurate with Any supplemental agreement developed
as a result of the Master Agreement is exclusively between the Participating Agency and the Supplier (Contract Sales are reported to OMNIA Partners).
All signed Supplemental Agreements and purchase orders issued and accepted by the Supplier may survive expiration or termination of the Master Agreement. Participating Agencies’ purchase orders may exceed the term of the Master Agreement if the purchase order is issued prior to the expiration of the Master Agreement. Supplier is responsible for reporting all sales and paying the applicable Administrative Fee for sales that use the Master Agreement as the basis for the purchase order, even though Master Agreement may have expired.
1.5 Objectives of Cooperative Program
This RFP is intended to achieve the following objectives regarding availability through OMNIA Partners’ cooperative program:
A. Provide a comprehensive competitively solicited and awarded national agreement offering the Products covered by this solicitation to Participating Public Agencies; B. Establish the Master Agreement as the one of Supplier’s primary go to market strategy to Public Agencies nationwide;
C. Achieve cost savings for Supplier and Public Agencies through a single solicitation process that will reduce the Supplier’s need to respond to multiple solicitations and Public Agencies need to conduct their own solicitation process; D. Combine the aggregate purchasing volumes of Participating Public Agencies to achieve cost effective pricing.
2.0 REPRESENTATIONS AND COVENANTS
As a condition to Supplier entering into the Master Agreement, which would be available to all Public Agencies, Supplier must make certain representations, warranties and covenants to both the Principal Procurement Agency and OMNIA Partners designed to ensure the success of the Master Agreement for all Participating Public Agencies as well as the Supplier.
2.1 Corporate Commitment
Supplier commits that (1) the Master Agreement has received all necessary corporate authorizations and support of the Supplier’s executive management, (2) the Master the additional cost incurred by the Supplier.
2528
32 Agreement is one of Supplier's primary “go to market” strategy for Public Agencies, (3) the Master Agreement will be promoted to all Public Agencies, including any existing customers, and Supplier will transition existing customers, upon their request, to the Master Agreement, and (4) that the Supplier has read and agrees to the terms and conditions of the Administration Agreement with OMNIA Partners and will execute such agreement concurrent with and as a condition of its execution of the Master Agreement with the Principal Procurement Agency. Supplier will identify an executive corporate sponsor and a separate national account manager within the RFP response that will be responsible for the overall management of the Master Agreement.
2.2 Pricing Commitment
Supplier commits to the not-to-exceed pricing provided under the Master Agreement pricing is its lowest available (net to buyer) to Public Agencies nationwide and further commits that if a Participating Public Agency is eligible for lower pricing through a national, state, regional or local or cooperative contract, the Supplier will match such lower pricing to that Participating Public Agency under the Master Agreement.
2.3 Sales Commitment
Supplier commits to aggressively market the Master Agreement as one of its go to market strategy in this defined sector and that its sales force will be trained, engaged and committed to offering the Master Agreement to Public Agencies through OMNIA Partners nationwide. Supplier commits that all Master Agreement sales will be accurately and timely reported to OMNIA Partners in accordance with the OMNIA Partners Administration Agreement. Supplier also commits its sales force will be compensated, including sales incentives, for sales to Public Agencies under the Master Agreement in a consistent or better manner compared to sales to Public Agencies if the Supplier were not awarded the Master Agreement.
3.0 SUPPLIER RESPONSE
Supplier must supply the following information for the Principal Procurement Agency to determine Supplier’s qualifications to extend the resulting Master Agreement to Participating Public Agencies through OMNIA Partners.
3.1 Company
A. Brief history and description of Supplier to include experience providing similar products and services.
B. Total number and location of salespersons employed by Supplier.
C. Number and location of support centers (if applicable) and location of corporate office.
D. Annual sales for the three previous fiscal years.
a. Submit FEIN and Dunn & Bradstreet report.
E. Describe any green or environmental initiatives or policies. 2529
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 2530
34 website and why those portions should not be available. diligence.
its website so Participating Public Agencies may easily conduct their due
3.2 Distribution, Logistics
A. Each offeror awarded an item under this solicitation may offer their complete product and service offering/a balance of line. Describe the full line of products and services offered by supplier.
B. Describe how supplier proposes to distribute the products/service nationwide.
Include any states where products and services will not be offered under the Master Agreement, including U.S. Territories and Outlying Areas.
C. Describe how Participating Agencies are ensured they will receive the Master Agreement pricing; include all distribution channels such as direct ordering, retail or in-store locations, through distributors, etc. Describe how Participating Agencies verify and audit pricing to ensure its compliance with the Master Agreement.
D. Identify all other companies that will be involved in processing, handling or shipping the products/service to the end user.
E. Provide the number, size and location of Supplier’s distribution facilities, warehouses and retail network as applicable.
3.3 Marketing and Sales
A. Given the public nature of the solicitation and contract, OMNIA Partners makes solicitation and contract documentation, including pricing documents, available on Describe any portions of the response that should not be available on the B. Provide a detailed ninety-day plan beginning from award date of the Master Agreement describing the strategy to immediately implement the Master Agreement as one of supplier’s primary go to market strategy for Public Agencies to supplier’s teams nationwide, to include, but not limited to:
i. Executive leadership endorsement and sponsorship of the award as the public sector go-to-market strategy within first 10 days ii. Training and education of Supplier’s national sales force with participation from the Supplier’s executive leadership, along with the OMNIA Partners team within first 90 days
C. Provide a detailed ninety-day plan beginning from award date of the Master Agreement describing the strategy to market the Master Agreement to current Participating Public Agencies, existing Public Agency customers of Supplier, as well as to prospective Public Agencies nationwide immediately upon award, to include, but not limited to:
i. Creation and distribution of a co-branded press release to trade publications 2531
35 ii. Announcement, Master Agreement details and contact information published on the Supplier’s website within first 90 days iii. Design, publication and distribution of co-branded marketing materials within first 90 days
iv. Commitment to attendance and participation with OMNIA Partners at national (i.e., NIGP Annual Forum, NPI Conference, etc.), regional (i.e., Regional NIGP Chapter Meetings, Regional Cooperative Summits, etc.) and supplier-specific trade shows, conferences and meetings throughout v. Commitment to attend, exhibit and participate at the NIGP Annual Forum in an area reserved by OMNIA Partners for partner suppliers. Booth space will be purchased and staffed by Supplier. In addition, Supplier commits to provide reasonable assistance to the overall promotion and marketing efforts for the NIGP Annual Forum, as directed by OMNIA Partners. vi. Design and publication of national and regional advertising in trade publications throughout the term of the Master Agreement vii. Ongoing marketing and promotion of the Master Agreement throughout its term (case studies, collateral pieces, presentations, promotions, etc.) viii. Dedicated OMNIA Partners internet web-based homepage on Supplier’s OMNIA Partners standard logo;
Copy of original Request for Proposal;
Copy of Master Agreement and amendments between Principal Procurement Agency and Supplier;
Summary of Products and pricing;
Marketing Materials
Electronic link to OMNIA Partners’ website including the online registration page;
A dedicated toll-free number and email address for OMNIA Partners
D. Describe how Supplier will transition any existing Public Agency customers’ accounts to the Master Agreement available nationally through OMNIA Partners.
Include a list of current cooperative contracts (regional and national) Supplier holds and describe how the Master Agreement will be positioned among the other E. Acknowledge Supplier agrees to provide its logo(s) to OMNIA Partners and agrees to provide permission for reproduction of such logo in marketing communications and promotions subject to Supplier’s policies regarding use of such logo.
Acknowledge that use of OMNIA Partners logo will require permission for reproduction, as well.
F. Confirm Supplier will be proactive in direct sales of Supplier’s goods and services cooperative agreements.
website with:
the term of the Master Agreement
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36 to Public Agencies nationwide and the timely follow up to leads established by OMNIA Partners. All sSales materials are to use the OMNIA Partners logo when targeting Public Participating Agencies. 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 Commented [JC3]: Can’t agree to “all” at UKG’s scale
but happy to use targeted approach managed through Public Sector sales and marketing
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37 order management through receipt of payment, including description of multiple platforms that may be used for any of these functions.
M. Provide the Contract Sales (as defined in Section 12 of the OMNIA Partners Administration Agreement) that Supplier will guarantee each year under the Master Agreement for the initial three years of the Master Agreement (“Guaranteed Contract Sales”).
$ .00 in year one
$ .00 in year two
$ .00 in year three
To the extent Supplier guarantees minimum Contract Sales, the Administrative Fee shall be calculated based on the greater of the actual Contract Sales and N. Even though it is anticipated many Public Agencies will be able to utilize the Master Agreement without further formal solicitation, there may be circumstances where Public Agencies will issue their own solicitations. The following options are available when responding to a solicitation for Products covered under the Master Agreement.
i. Respond with Master Agreement pricing (Contract Sales reported to ii. If competitive conditions require pricing lower than the standard Master Agreement not-to-exceed pricing, Supplier may respond with lower pricing through the Master Agreement. If Supplier is awarded the contract, the sales are reported as Contract Sales to OMNIA Partners under the Master Agreement.
iii. Respond with pricing higher than Master Agreement only in the unlikely event that the Public Agency refuses to utilize Master Agreement (Contract Sales are not reported to OMNIA Partners). iv. If alternative or multiple proposals are permitted, respond with pricing higher than Master Agreement, and include Master Agreement as the alternate or additional proposal.
v. Detail Supplier’s strategies under these options when responding to a solicitation.
OMNIA Partners).
the Guaranteed Contract Sales.
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Exhibit A: Section 3.0 Supplier Response
Supplier must supply the following information for the Principal Procurement Agency to determine Supplier’s qualifications to extend the resulting Master Agreement to Participating Public Agencies through OMNIA Partners.
----SECTION 3.1 COMPANY----
A. Brief history and description of Supplier to include experience providing similar products and services.
In February 2020, Kronos Incorporated and Ultimate Software announced a definitive merger agreement to unite two industry leaders to form one of the world’s largest cloud companies: UKG.
UKG's extensive experience in providing workforce management (WFM) and human capital management (HCM) solutions to the public sector is marked by continuous innovation, a deep understanding of public sector challenges, and a commitment to delivering tailored solutions that drive efficiency and employee engagement.
Through its comprehensive suite of products and ongoing support, UKG helps public sector agencies optimize their workforce operations and achieve their mission of serving the public effectively.
Below is a point-by-point macro view of how public sector agencies benefit from UKG solutions and services:
Operational Efficiency
• Streamlined Processes: UKG solutions have automated many manual and time-consuming processes such as timekeeping, scheduling, and payroll. This automation reduces administrative burdens and allows staff to focus on more strategic tasks. • Real-Time Data and Analytics: With real-time data and advanced analytics, public sector agencies can make informed decisions quickly. This capability helps in optimizing workforce deployment, managing overtime, and ensuring that resources are allocated efficiently. • Integrated Systems: The integration of WFM and HCM systems into a single platform reduces data silos and ensures seamless information flow across departments. This integration enhances coordination and improves overall operational efficiency.
Compliance and Risk Management
• Regulatory Compliance: UKG solutions help public sector agencies stay compliant with various labor laws and regulations. Automated compliance tracking and reporting features ensure that agencies adhere to federal, state, and local labor laws, reducing the risk of non-compliance penalties.
• Audit Readiness: The robust reporting and documentation capabilities of UKG solutions make it easier for agencies to prepare for audits. Comprehensive audit trails and detailed reports provide transparency and accountability.
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42 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024
Employee Engagement and Satisfaction
• Self-Service Portals: UKG’s self-service portals empower employees by giving them easy access to their schedules, pay information, and benefits. This transparency and accessibility enhance employee satisfaction and engagement.
• Professional Development: HCM solutions from UKG include tools for performance management, training, and career development. These tools help public sector agencies invest in their employees' growth, leading to higher retention rates and a more skilled workforce. • Work-Life Balance: Advanced scheduling features allow for more flexible work arrangements, helping employees achieve a better work-life balance. This flexibility is particularly beneficial in sectors like healthcare and public safety, where shift work is common.
Cost Savings
• Labor Cost Management: By optimizing scheduling and reducing overtime, UKG solutions help public sector agencies manage labor costs more effectively. Real-time labor analytics provide insights into cost drivers and help in making budget-conscious decisions. • Reduced Administrative Costs: Automation of HR and payroll processes reduces the need for extensive administrative staff, leading to significant cost savings. The reduction in errors and rework also contributes to lower operational costs.
• Resource Optimization: Efficient workforce management ensures that the right number of staff is deployed at the right time, minimizing idle time and maximizing productivity.
Enhanced Service Delivery
• Improved Citizen Services: With a more efficient and engaged workforce, public sector agencies can deliver better services to citizens. Faster response times, improved service quality, and higher employee morale contribute to enhanced public satisfaction. • Scalability and Flexibility: UKG’s cloud-based solutions offer scalability and flexibility, allowing public sector agencies to adapt to changing needs and demands. This adaptability is crucial for handling emergencies, seasonal variations, and long-term strategic planning.
UKG’s WFM and HCM solutions have provided substantial benefits to public sector agencies by enhancing operational efficiency, ensuring compliance, boosting employee engagement, achieving cost savings, and improving service delivery. These macro-level successes demonstrate the transformative impact of UKG solutions on public sector workforce management and human capital development.
B. Total number and location of salespersons employed by Supplier.
UKG employs approximately 14,000 employees worldwide. In North America, UKG employs approximately 100 public sector-focused employees in Sales and Sales Support. 2536
43 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024
C. Number and location of support centers (if applicable) and location of corporate office.
UKG has two headquarters: Lowell, MA and Weston, FL. The UKG Customer Relationship Center is located at our Lowell, MA headquarters. We have support services groups around the world and provide local language support from these groups. Below is a listing of our offices and support centers:
• North America
o Lowell, MA, USA
o Weston, FL, USA
o Chicago, IL, USA
o Indianapolis, IN, USA
o New York, NY, USA
o Atlanta, GA, USA
o Toronto, Ontario, Canada
o Montreal, Quebec, Canada
o Kelowna, BC, Canada
• Latin America
o Miguel Hidalgo, Mexico
• EMEA
o Bracknell, UK
o London, UK
o Utrecht, Netherlands
o Amsterdam, Netherlands
o Paris, France
o Munich, Germany
o Stuttgart, Germany
o Madrid, Spain
• ASIAPAC
o Macquarie Park, Australia
o Bangalore, India
o Singapore
For more information about our office locations, please visit UKG.com/contact. 2537
44 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024
D. Annual sales for the three previous fiscal years.
For details on UKG's financial strength FY2023 annual sales, please refer to the UKG Confidential Audited Financial package provided with this proposal. As a private company, UKG does not release annual sales numbers in public RFP proposals. We can provide details of our annual sales further in procurement process should UKG be down selected.
D(a) Submit FEIN and Dunn & Bradstreet report.
FEIN
• UKG Kronos Systems LLC FEIN: 04-2640942
Dunn & Bradstreet Report
• UKG Kronos Systems LLC D&B Number: 09-427-3653. UKG cannot distribute its Dun & Bradstreet report as it would violate our agreement with Dun & Bradstreet. You can obtain a credit report for UKG from their website: www.dnb.com.
E. Describe any green or environmental initiatives or policies.
The UKG Global Environmental Policy outlines the key environmental principles and requirements that support UKG’s approach to environmental management. These principles and requirements apply when dealing with environmental matters for business reasons and are in addition to those found in the UKG ESG Policy, Code of Conduct, Third Party Code of Conduct, Human Rights Policy, Global Cleaning Policy, and other UKG policies. UKG with the cooperation of its employees, contractors, and suppliers, is committed to environmental management.
F. Describe any diversity programs or partners supplier does business with and how Participating Agencies may use diverse partners through the Master Agreement. Indicate how, if at all, pricing changes when using the diversity program. If there are any diversity programs, provide a list of diversity alliances and a copy of their certifications.
UKG Supplier Diversity Program
UKG is committed to fostering an inclusive and diverse supply chain through its Supplier Diversity Program. This initiative aims to create opportunities for businesses owned by minorities, women, veterans, LGBTQ+ individuals, and other underrepresented groups. By actively seeking and engaging with diverse suppliers, UKG not only promotes economic growth within these communities but also enhances the innovation and competitiveness of its supply chain. The program is designed to ensure that diverse suppliers have equitable access to procurement opportunities, thereby contributing to a more inclusive economy.
In regard to Tier 1 and Tier 2 spending, currently UKG tracks both Tier I and II diverse spending. Please note that currently Tier II spend is only captured at a macro level. Presently, we utilize a third-party tool named supplier.IO to assist us with the tracking of UKG’s Tier II supplier spend at a macro level. Diverse 2538
45 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024
spend includes businesses that are owned 51% or more owned by minority, women, small (women owned small business, HUBZone, veteran, service-disabled veteran and small disadvantage businesses), LGBTE, and large veteran owned businesses are all tracked through the diverse spend process. Certification from one or more of the following is required: the National Minority Supplier Development Council (NMSDC), Women Business Enterprise National Council (WBENC), National Gay Lesbian Chamber of Commerce (NGLCC), National Veterans Business Development Council (NVBDC) and self-certification through the Small Business Administration.
UKG is also a member of the Greater New England Minority Supplier Development Council.
UKG Global Alliances and Government Business Strategist teams actively support partnership from the various Diversity Programs & Alliances mentioned below. Our network consists of technology partners and services partners specializing in various aspects of HCM and WFM. There are no pricing changes when engaging with a partner that has a diversity program designation.
Advantages for Participating Agencies
The UKG Supplier Diversity Program offers significant advantages to other UKG customers by promoting a more inclusive and innovative supply chain. By partnering with diverse suppliers, participating agencies can benefit from a broader range of perspectives and solutions, which can lead to enhanced creativity and problem-solving capabilities. Additionally, supporting diverse suppliers can help customers meet their own diversity and inclusion goals, improve their corporate social responsibility profiles, and foster goodwill within their communities. Ultimately, this commitment to diversity can drive better business outcomes and create a more resilient and adaptable supply chain.
UKG Recognized Diversity Programs & Alliances
UKG recognizes and values a variety of diversity certifications to ensure a broad and inclusive supplier base. Some of the key certifications acknowledged by UKG include:
1. Minority Business Enterprise (MBE)
2. Women’s Business Enterprise (WBE)
3. Veteran-Owned Small Business (VOSB)
4. Service-Disabled Veteran-Owned Small Business (SDVOSB)
5. LGBT Business Enterprise (LGBTBE)
6. Disadvantaged Business Enterprise (DBE)
7. HUBZone Small Business (HUBZone)
8. Small Disadvantaged Business (SDB)
9. 8(a) Business Development Program
UKG is also proud of our internal diversity programs that our employees actively lead. These ERGs are integral to UKG's commitment to fostering an inclusive and supportive workplace, providing employees with opportunities for connection, advocacy, and professional development:
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46 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024
• UKG Women in Leadership: Focuses on empowering and supporting women in their professional growth and leadership development.
• UKG PRIDE: Supports LGBTQ+ employees and allies, promoting an inclusive and accepting workplace for all sexual orientations and gender identities. • UKG Veterans: Provides a community for military veterans and their families, offering support and resources for transitioning to civilian careers.
• UKG Multicultural: Celebrates and supports employees from diverse racial and ethnic backgrounds, fostering an inclusive environment that values cultural diversity. • UKG Abilities in Motion (AIM): Advocates for employees with disabilities, promoting accessibility and inclusion within the workplace.
• UKG Young Professionals: Focuses on the development and networking of early-career professionals, providing opportunities for growth and mentorship. • UKG Parents and Caregivers: Supports employees who are parents or caregivers, offering resources and a community to balance work and family responsibilities. • UKG Generations: Encourages intergenerational collaboration and understanding, leveraging the diverse experiences and perspectives of employees from different age groups. • UKG Black Leadership Network: Aims to support and advance the careers of Black employees, providing mentorship, networking, and professional development opportunities. • UKG Latinx: Focuses on the needs and interests of Latinx employees, promoting cultural awareness and professional growth within the community. 2540
47 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024
G. Indicate if supplier holds any of the below certifications in any classified areas and include proof of such certification in the response:
• Minority Women Business Enterprise:
o UKG Response: No
o If yes, list certifying agency: N/A
• Small Business Enterprise (SBE) or Disadvantaged Business Enterprise (DBE):
o UKG Response: No
o If yes, list certifying agency: N/A
• Historically Underutilized Business (HUB):
o UKG Response: No
o If yes, list certifying agency: N/A
• Historically Underutilized Business Zone Enterprise (HUBZone):
o UKG Response: No
o If yes, list certifying agency: N/A
• Other recognized diversity certificate holder:
o UKG Response: No
o If yes, list certifying agency: N/A
H. List any relationships with subcontractors or affiliates intended to be used when providing services and identify if subcontractors meet minority-owned standards. If any, list which certifications subcontractors hold and certifying agency.
NAME HQ DBE Certifying Agency
Ascend Inc CO
Connors & Associates, LLC PA
Covalence Consulting FL
Epi-Use ON
Human Resource Time
Management, HRTM
NJ MBE State of New Jersey
PayTech CO
Sability GA
Worldgate, LLC VA WBE National Women's Business Enterprise National Council
WBE Commonwealth of Massachusetts
SWBE Commonwealth of Virginia
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48 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024
WBE City of Philadelphia
SBE City of Los Angeles
LDBE Metropolitan Airports Authority
Mosaic Consulting Group, LLC
TN WBE National Women's Business Enterprise
National Council
WBE State of New York
WBE State of Tennessee
JK Seva, Inc CA SBE State of California
KM3 Consulting Group, LLC
GA DBE State of Georgia
WBE New York City Small Business Services
WBE US Women's Chamber of Commerce
Hrchitect, Inc. TX
A.S.K Academy (dba HerPM)
GA DBE Georgia Department of Transportation
MBE Georgia Department of Transportation
SLOBE Clayton County, GA
VOSB Small Business Administration
SDVOSB Small Business Administration
I. Describe how supplier differentiates itself from its competitors.
UKG brings our singular HCM solution to your singular biggest investment: your employees. UKG is the only HCM and WFM provider bringing the full depth and breadth of hire-to-retire services in a configurable model to meet the distinct needs of individual Participating Public Agencies across state and local governments, school districts, higher education institutions, government agencies, nonprofit organizations. UKG's comprehensive suite of solutions is scalable, allowing expansion of service models to, for example, add talent management to a core human resources program, and expand headcount for agencies as communities, districts, and organizations grow throughout the contract lifecycle.
One Technology Partner
UKG delivers one comprehensive solution for human resources, benefits, payroll, talent, compensation management, time and attendance, scheduling, document and human resources file management, employee sentiment analysis, and reporting and predictive analytics -- providing a single source of truth for all Participating Public Agencies' employees. UKG enables Participating Public Agencies' HR teams to streamline and automate processes, centralizing workforce data in one master system of record to reduce duplicate data entry, reconciliation requirements, errors, and data inconsistencies; and provide instant reporting across all areas of HCM.
With UKG, Participating Public Agencies gain one HCM solution, one HCM provider.
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49 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024
One Implementation Partner
UKG’s Launch methodology is designed to streamline the deployment of your UKG solution in the cloud so Participating Public Agencies realize swift time to value. Our proven deployment methodology combines innovation, deep domain knowledge, and more than 40 years of experience working with thousands of customers across industries and geographies to drive business goals and accelerate return on investment. Launch is an iterative deployment approach that leverages best-in-class consulting expertise and proprietary technologies configured for each Participating Public Agency's needs. Launch features collaborative tools and workspaces that accelerate processes, jump-start decision-making, and provide up-to-the-minute visibility into your project.
UKG deploys Launch directly to deliver our services as your complete provider partner.
One Ongoing Support Partner
UKG’s proven approach includes our Partner for Life service program to set the foundation for Participating Public Agencies' success with UKG. Shortly after transitioning to support, we partner with the Participating Public Agency's team — empowering them to improve adoption, critical processes, and system utilization in preparation to hit the ground running for a strong start and early success. UKG provides Participating Public Agencies with hands-on coaching, tailored recommendations, and instructions on how to build a strong foundation for self-sufficiency. Learning and training resources are available via virtual instructor-led and on-demand training for the lifespan of their contract. Participating Public Agencies can leverage trusted advisors for strategic guidance to evolve their long-term people strategy and employee experience as well as for their day-to-day to help reduce administrative burdens, optimize their UKG solution, and support their long-term business initiatives. Participating Public Agencies can grow their expertise, expand their professional network, and influence our products through our customer Community, events, and comprehensive programs where they can connect with more than 150k active peers and experts in our dynamic, growing Community.
UKG is a committed support partner delivering continual support and expansive expertise across the lifespan of Participating Public Agencies' tenure with UKG.
As the Lead Public Agency considers the future-state HCM and WFM solutions for Participating Public Agencies, UKG is committed to expanding our consultative partnership as your Partner for Life provider to modernize your HCM and WFM environment. By engaging UKG to encompass the hire-to-retire employee lifecycle, Participating Public Agencies can take full advantage of the industry’s latest technology alongside exemplary service. Just as UKG has evolved with the Lead Public Agency's continual growth over the years, Participating Public Agencies can evolve with growth of HCM and WFM service scope to take advantage of UKG's industry-recognized leadership rankings for customer satisfaction alongside product capabilities.
The Lead Public Agency knows UKG, and UKG knows the Lead Public Agency. We’re ready to get started together on our next step together.
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50 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024
J. Describe any present or past litigation, bankruptcy or reorganization involving supplier.
From time to time and in the ordinary course of our business, the company or its subsidiaries is involved in a variety of claims, demands, suits, investigations or proceedings, including actions concerning contracts, intellectual property and employment matters. While it is not possible to predict the outcome of these matters with certainty, we do not expect the results of any of these actions to have a material adverse effect on our business or financial condition or on our ability to provide products or services to you.
K. Felony Conviction Notice: Indicate if the supplier:
• is a publicly held corporation and this reporting requirement is not applicable; o UKG Response: No
• is not owned or operated by anyone who has been convicted of a felony; or o UKG Response: Yes
• is owned or operated by and individual(s) who has been convicted of a felony and provide the names and convictions.
o UKG Response: No
L. Describe any debarment or suspension actions taken against supplier To the best of our knowledge as of the date of this submittal, UKG is not currently on any debarment list.
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51 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024
----SECTION 3.2 DISTRIBUTION, LOGISTICS----
A. Each offeror awarded an item under this solicitation may offer their complete product and service offering/a balance of line. Describe the full line of products and services offered by supplier.
UKG, offers a comprehensive suite of human capital management (HR, Payroll, and Workforce Management) solutions designed to meet the diverse needs of participating agencies. This comprehensive suite covers every aspect of the employee lifecycle, from recruiting and onboarding to robust payroll functionality and deeper workforce management capabilities, (hire to retire). By leveraging cutting-edge technology and a deep understanding of human capital management in the Public Sector, UKG empowers participating agencies to optimize their workforce strategies, ensure compliance, and foster a culture of continuous improvement and innovation. Our solutions are constantly evolving to keep pace with the changing landscape of public sector HR. Discover the full range on our service description in the product overview section of this RFP or by visiting our servicesdescriptions page: https://www.ukg.com/services-descriptions.
We work closely with public sector agencies to understand their unique goals and create tailored solutions that drive productivity and achieve desired outcomes.
UKG empowers your public sector workforce!
B. Describe how supplier proposes to distribute the products/service nationwide. Include any states where products and services will not be offered under the Master Agreement, including U.S.
Territories and Outlying Areas.
• SaaS Model: UKG primarily delivers its software through a Software-as-a-Service (SaaS) model, allowing clients to access their solutions via the cloud. This approach ensures that clients can benefit from continuous updates, scalability, and reduced IT overhead. • Accessibility: Clients can access UKG's solutions from any location and device, facilitating remote and mobile workforce management
• UKG has a global footprint with support for multiple regions including the Americas, EMEA, and Asia-Pacific ensuring localized support and compliance with regional regulations. As this program is intended for only US participating public agencies there are no known states or agencies that UKG cannot deliver to.
C. Describe how Participating Agencies are ensured they will receive the Master Agreement pricing; include all distribution channels such as direct ordering, retail or in-store locations, through distributors, etc. Describe how Participating Agencies verify and audit pricing to ensure its compliance with the Master Agreement.
UKG will provide to the Lead Agency and OMNIA Partners, a comprehensive pricelist of not-to-exceed pricing that can be published on a customer-facing webpage. In addition, UKG's national sales team will be trained on the available pricing to participating public agencies and have access to UKG budgeting and procurement experts to assist with the agencies' auditing requirements. 2545
52 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024
D. Identify all other companies that will be involved in processing, handling or shipping the products/service to the end user.
Third-Party Subprocessors, UKG Affiliate Subprocessors, and Hosting Providers may be involved with processing data for our UKG enterprise management cloud applications. Subprocessors, Affiliate Subprocessors, and Hosting Providers are listed at https://www.ukg.com/ukg-subprocessors E. Provide the number, size and location of Supplier’s distribution facilities, warehouses and retail network as applicable.
UKG clocks (such as the DX G2) are manufactured and shipped from our Jabil-run factory in Chihuahua, Mexico through El Paso, TX. The site has multiple suppliers and staffs more than 4,000 employees.
Jabil Circuit de Chihuahua, S. De R.L. de C.V.
Av. Alejandro Dumas 11341, Complejo Industrial Chihuahua Chihuahua, Chihuahua; Mexico. CP. 31136
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53 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024
----SECTION 3.2 MARKETING AND SALES----
A. Given the public nature of the solicitation and contract, OMNIA Partners makes solicitation and contract documentation, including pricing documents, available on its website so Participating Public Agencies may easily conduct their due diligence. Describe any portions of the response that should not be available on the website and why those portions should not be available.
Information provided in this proposal and for ongoing contract management that should be excluded from the OMNIA Partners microsite include:
• UKG Financial information
• UKG Customer contact information included in the proposal • UKG pricing other than the modules used by participating public agencies • New Jersey Ownership Disclosure and Stockholder Disclosure forms • Any other forms requested during the life of the contract, post award, that UKG determines to contain confidential information and agreed upon by OMNIA Partners This information is available to participating public agencies upon request from participating public agencies through their vetting and due diligence process, once confidentiality and/or non-disclosure agreements have been accepted, and in accordance with local laws and policies.
UKG has also included a Trade Secret Affidavit, included as Appendix 10.
B. Provide a detailed ninety-day plan beginning from award date of the Master Agreement describing the strategy to immediately implement the Master Agreement as supplier’s primary go to market strategy for Public Agencies to supplier’s teams nationwide, to include, but not limited to:
B.(i) Executive leadership endorsement and sponsorship of the award as the public sector go-tomarket strategy within first 10 days UKG has a well-established relationship with OMNIA Partners, which has been their most successful goto-market strategy for the public sector for the past 10 years. This strategic partnership is fully endorsed by UKG’s sales and corporate leadership and is the most utilized contract vehicle for their public sector engagements. This endorsement from UKG’s leadership underscores the effectiveness and importance of this partnership in expanding our reach and ensuring consistent, high-quality service delivery to public sector clients.
B.(ii) Training and education of Supplier’s national sales force with participation from the Supplier’s executive leadership, along with the OMNIA Partners team within first 90 days To ensure that all stakeholders are fully informed and prepared for the changes, UKG will conduct additional training sessions within 30 days of the award. These sessions are designed to explain any new elements or differences from the previous contract, thereby reassuring the sales force and equipping them with the necessary knowledge and tools to effectively implement the continued go-to-market strategy for the public sector.
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54 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024
C. Provide a detailed ninety-day plan beginning from award date of the Master Agreement describing the strategy to market the Master Agreement to current Participating Public Agencies, existing Public Agency customers of Supplier, as well as to prospective Public Agencies nationwide immediately upon award, to include, but not limited to:
C.(i) Creation and distribution of a co-branded press release to trade publications UKG and OMNIA Partners marketing have a strong relationship and have worked collaboratively for many years to create cobranded press releases, social media posts, and website updates to highlight our relationship. Upon award, both organizations will collaborate for an initial press release and a secondary press release as the contract nears its initial term, on or around March 18, 2025.
C.(ii) Announcement, Master Agreement details and contact information published on the Supplier’s website within first 90 days
Confirmed
C.(iii) Design, publication and distribution of co-branded marketing materials within first 90 days Confirmed
C.(iv) Commitment to attendance and participation with OMNIA Partners at national (i.e., NIGP Annual Forum, NPI Conference, etc.), regional (i.e., Regional NIGP Chapter Meetings, Regional Cooperative Summits, etc.)
and supplier-specific trade shows, conferences and meetings throughout the term of the Master Agreement
Confirmed
C.(v) Commitment to attend, exhibit and participate at the NIGP Annual Forum in an area reserved by OMNIA Partners for partner suppliers. Booth space will be purchased and staffed by Supplier. In addition, Supplier commits to provide reasonable assistance to the overall promotion and marketing efforts for the NIGP Annual Forum, as directed by OMNIA Partners.
Confirmed
C.(vi) Design and publication of national and regional advertising in trade publications throughout the term of the Master Agreement
Confirmed
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55 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024
C.(vii) Ongoing marketing and promotion of the Master Agreement throughout its term (case studies, collateral pieces, presentations, promotions, etc.)
Confirmed
C.(viii) Dedicated OMNIA Partners internet web-based homepage on Supplier’s website with:
• OMNIA Partners standard logo;
• Copy of original Request for Proposal;
• Copy of Master Agreement and amendments between Principal Procurement Agency and Supplier;
• Summary of Products and pricing;
• Marketing Materials
• Electronic link to OMNIA Partners’ website including the online registration page;
• A dedicated toll-free number and email address for OMNIA Partners
Confirmed
D. Describe how Supplier will transition any existing Public Agency customers’ accounts to the Master Agreement available nationally through OMNIA Partners. Include a list of current cooperative contracts (regional and national) Supplier holds and describe how the Master Agreement will be positioned among the other cooperative agreements.
UKG has extensive experience in transitioning existing customers' account to the OMNIA Partners agreement. Its historical approach to contracting was a direct agreement with government customers using UKG license agreements and terms and conditions between UKG and the agency. With the rise in popularity of cooperative contracting, this approach has evolved.
In line with its go-to-market strategy commitment, UKG will generally not consider other regional or national cooperative contracts. UKG does hold contracts with various State agencies but with the terms of the OMNIA Partners contract as its base and reported to OMNIA Partners. In the event a public agency cannot utilize the UKG contract, we propose an alternate OMNIA Partners contract held by our value-added resellers before recommending any other available options.
As part of any renewal, migration, or upgrade period the customer is presented with the Master Agreement and all other related materials for them to make the proper contracting choice for their agency. A legal reference tying the terms of the Order to the selected OMNIA Partners agreement is included in the Official Order and executed by the customer. 2549
56 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024
E. Acknowledge Supplier agrees to provide its logo(s) to OMNIA Partners and agrees to provide permission for reproduction of such logo in marketing communications and promotions. Acknowledge that use of OMNIA Partners logo will require permission for reproduction, as well.
Confirmed
F. Confirm Supplier will be proactive in direct sales of Supplier’s goods and services to Public Agencies nationwide and the timely follow up to leads established by OMNIA Partners. All sales materials are to use the OMNIA Partners logo. At a minimum, the Supplier’s sales initiatives should communicate:
i. Master Agreement was competitively solicited and publicly awarded by a Principal Procurement Agency
ii. Best government pricing
iii. No cost to participate
iv. Non-exclusive
Confirmed. Please see sample attachment: UKG Attachment 2 - UKG Public Sector Cobranded Collateral FY24
G. Confirm Supplier will train its national sales force on the Master Agreement. At a minimum, sales training should include:
i. Key features of Master Agreement
ii. Working knowledge of the solicitation process
iii. Awareness of the range of Public Agencies that can utilize the Master Agreement through OMNIA Partners
iv. Knowledge of benefits of the use of cooperative contracts Confirmed
H. Provide the name, title, email and phone number for the person(s), who will be responsible for:
i. Executive Support
ii. Marketing
iii. Sales
iv. Sales Support
v. Financial Reporting
vi. Accounts Payable
vii. Contracts
• Executive Support - Pat Bennett. Vice President, Public Sector • Marketing - Beatrice Mitchell. Director, Industry Marketing • Sales - Brian Coopman. Director, Contracts & Procurement - Public Sector • Sales Support - Abigail Ellis. Supervisor, Sales Operations 2550
57 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024
• Financial Reporting - Sean O'Donnell. Senior Sales Business Consultant • Accounts Payable - UKG Staff; [email protected]
• Contracts - Brian Coopman. Director, Contracts & Procurement - Public Sector I. Describe in detail how Supplier’s national sales force is structured, including contact information for the highest-level executive in charge of the sales team.
UKG's Public Sector Sales force is structured into regional sales teams specializing in Federal, Enterprise (state government and large cities & counties), Mid-Market New Logo and Mid-Market Customer Base, K-12 New Logo and K-12 Midmarket, Higher Education, and Special Districts. Each team is overseen by a Regional Vice President and the entire vertical overseen by Pat Bennet, Group Vice President - Public Sector [email protected].
I. Explain in detail how the sales teams will work with the OMNIA Partners team to implement, grow and service the national program.
Each sales team has a corresponding OMNIA Partners territory manager which they collaborate often with business strategy and planning to grow and service the program in their territory. The entire program is overseen by the Director, Contracts & Procurement - Public Sector (National Account Manager) who is responsible for the overall success of the program with his or her OMNIA Partners Supplier Manager and Vice President counterparts. The Director is also responsible for ongoing development and training of UKG's cross-functional units in marketing, operations, legal, renewals, etc.
J. Explain in detail how Supplier will manage the overall national program throughout the term of the Master Agreement, including ongoing coordination of marketing and sales efforts, timely new Participating Public Agency account setup, timely contract administration, etc.
UKG's current management of the national program earned a Bronze Partnership of Excellence by OMNIA Partners in 2024. We are a strategic account with OMNIA Partners as indicated by year-overyear growth of net new customers, existing customer migrations and upgrades, and overall revenue. This commitment will continue through the life of this award with the intent to elevate the Partnership of Excellence award to higher levels through continued growth and partnership.
K. State the amount of Supplier’s Public Agency sales for the previous fiscal year. Provide a list of Supplier’s top 10 Public Agency customers, the total purchases for each for the previous fiscal year along with a key contact for each.
UKG respects the confidentiality of its customers and cannot release contact information without explicit permission from the customer. Below are the requested top 10 Public Agency customers by estimated annualized contract value and an associated UKG Account Owner. Should the County or 2551
58 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024
OMNIA Partners wish to engage any of these customers, we will coordinate communications appropriately and thoroughly.
Account Owner Account Name Estimated Annualized
Contract Value
Bruce Jaeger Metropolitan Transportation Authority $6,249,413.61 Michelle Mackey State of Colorado $3,488,150.48
Andrew Derrig State of Ohio DAS $2,950,522.79
Ryan Hammond Florida Department of Corrections $2,634,537.72 Andrew Derrig City of Detroit $2,067,139.68
Bruce Jaeger CDCR $2,024,475.88
David Herndon Arkansas Department of Transportation $1,647,712.37 Jake Bauer Cadence Education, LLC $1,596,364.80
Michelle Mackey City of Austin $1,584,778.04
Ty Landry Everglades College Inc $1,527,572.76
L. Describe Supplier’s information systems capabilities and limitations regarding order management through receipt of payment, including description of multiple platforms that may be used for any of these functions.
UKG uses a combination of integrated Salesforce, DocuSign, Oracle Accounting and A/R & A/P, and Microsoft systems.
M. Provide the Contract Sales (as defined in Section 12 of the OMNIA Partners Administration Agreement) that Supplier will guarantee each year under the Master Agreement for the initial three years of the Master Agreement
(“Guaranteed Contract Sales”).
$_______.00 in year one
$_______.00 in year two
$_______.00 in year three
To the extent Supplier guarantees minimum Contract Sales, the Administrative Fee shall be calculated based on the greater of the actual Contract Sales and the Guaranteed Contract Sales. • $125 million year one
• $150 million year two
• $175 million year three
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59 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024
APPENDIX 5 – RESPONSE FOR MASTER AGREEMENT
Please refer to the General Exceptions below, and redlined Master Agreement on the following pages.
UKG General Exceptions to Cobb County Human Resource Systems and Related Products and Services Sealed Proposal # 24-6833
General
All references to “subcontractors” throughout the Contract will be deemed to be references to those third parties specifically and exclusively engaged for the provision of professional, implementation or training services pursuant to this Contract, and “subcontract” means a written agreement between UKG and such subcontractor to provide such services. For the avoidance of doubt, UKG’s use of third parties to supply software, infrastructure or other services to run its subscription services in general, and not solely for providing services under this Contract is not a subcontracting arrangement.
Section VII. Patent Indemnity
Please refer to UKG EULA provided as part of UKG’s response for patent and intellectual property infringement indemnification.
Section IX. Insurance
Please see redlines and comments to Cobb County’s Required Terms and Conditions provided as part of UKG’s response. Provisions to be conformed to UKG’s actual insurance coverage.
Section XIII. Contract
Please see redlines and comments to Cobb County’s Required Terms and Conditions provided as part of UKG’s response.
Section XIV. Delivery Failures
UKG takes exception to this requirement and expects that the protections afforded Cobb County and Participating Public Agencies in the Cobb County Required Terms and Conditions and UKG’s EULA will otherwise suffice.
Section XVII. Default
All remedies available to Cobb County and Participating Public Agencies are subject to the limitations of liability set forth in UKG’s EULA.
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60 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024
Section XVIII. Disputes
UKG must retain the right to appeal any decision by the Procurement Services Director.
Sections XXVII. Indemnification and XXVIII. Indemnification/Hold Harmless UKG takes exception to these provisions to the extent they are more broad than the indemnification obligations found in UKG’s EULA.
Section XXIX. Confidentiality
Please see UKG’s affidavit declaring specific information to be exempt from disclosure under Georgia’s Open Records Act.
Section XXXIII. Termination for Convenience
UKG requests 90 days prior written notice should the County wish to terminate the Contract for convenience.
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Master Agreement
Owner: Cobb County Board of Commissioners
100 Cherokee Street
Marietta, GA 30090
Contractor: <Legal Name of Contractor>
<Contractor Address>
<Contractor Address>
Description: This Master Agreement for Name of Procurement incorporates by reference the following:
Exhibit “A” Owner’s Request for Proposal #Proposal Number; Exhibit “B” Contractor’s Bid/Proposal submitted on ;
Exhibit “B-1” Modifications to Exhibit “B” (if applicable) Exhibit “C” Cobb County Required Terms (required for any products or services used by Cobb County)
The following provisions of Exhibit “A” Owner’s Request for Proposal #Proposal Number, as modified by Exhibit “B” Contractor’s Bid/Proposal and Exhibit “B-1” Modifications to Exhibit “B,” shall be incorporated by reference herein and shall be deemed to have the same force and effect as if set forth in full herein: Section 3.0, Section 3.1, and Section 7.0 of the Solicitation; Sections IX, XIV, XVI, XVII, XXVIII, XXIX, XXXII, XXXIII, and XXXIX of Cobb County General Instructions for Proposers, Terms and Conditions.
Purchasing
Cooperative: OMNIA PARTNERS PURCHASING COOPERATIVE: Contractor agrees to extend use of this Master Agreement to public agencies (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”) registered with OMNIA Partner, LLC’s Purchasing Cooperative (“Participating Public Agencies”) under the terms of this Agreement (“Master Agreement”) and the Master Intergovernmental Cooperative Purchasing Agreement found at Exhibit D of Exhibit “A” Owner’s Request for Proposal #Proposal Number.
Governing
Law: This Agreement shall be governed by the laws of the State of Georgia. As to any dispute hereunder, venue shall be in the Superior Court of Cobb County, Georgia.
Term: This Agreement shall begin on (Effective Date), for an Initial Term of four (4) years. Owner shall have the option to renew this Agreement for three (3) additional twelve (12) month periods (Renewal Terms) upon
Commented [JC1]: See General Exceptions provided by
UKG in its response.
2555
mutual written consent of the Parties. This Agreement shall terminate absolutely on , unless earlier terminated as provided herein.
Pursuant to O.C.G.A. § 36-60-13, this Agreement shall terminate absolutely and without further obligation on the part of the Owner at the close of the calendar year in which it was executed and at the close of each succeeding calendar year for which the Agreement is in effect. Unless Owner provides at least 30 days’ written notice of an intention not to renew, the Agreement shall automatically be renewed for consecutive one-year terms until the conclusion of the Initial Term or any Renewal Term in effect. The Parties reserve the right to renew, amend or extend the Agreement for additional terms. Owner may terminate this agreement at any time for nonappropriation of funding.
Price: Prices for services and equipment, if applicable, shall be as stated in Exhibit “B” Contractor’s Bid/Proposal.
Billing: For purchases made by Owner pursuant to this Agreement, all original invoices shall be submitted directly to the Cobb County Finance Department. Invoices shall bill only for items received during the period covered by the invoice and shall clearly identify such items in accordance with invoicing guidelines in Exhibit “B” Contractor’s Bid/Proposal. For purchases made by Participating Public Agencies, the Contractor shall comply with each Participating Public Agencies’ invoicing and billing requirements outlined on the applicable order. [Signatures on Next Page]
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IN WITNESS, WHEREOF, this Agreement has been executed by Owner and accepted by Contractor to be effective as of the date first above written.
OWNER CONTRACTOR
Cobb County Board of Commissioners <Legal Name of Contractor> 100 Cherokee Street <Contractor Address>
Marietta, Georgia 30090 <Contractor Address>
Lisa N. Cupid, Chairwoman <Authorized Signatory, Title> Cobb County Board of Commissioners <Legal Name of Contractor>
Date Date
Approved as to form: Attest:
County Attorney’s Office Corporate Secretary
Corporate Seal
Date
Federal Tax ID Number
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Exhibit “A”
Owner’s Request for Proposal #Proposal Number
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Exhibit “B”
Contractor’s Bid/Proposal
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Exhibit “B-1”
Modifications to Exhibit “B”
(if applicable)
Exhibit “B” Contractor’s Bid/Proposal contained certain exceptions to the requirements of Exhibit “A” Owner’s Request for Proposal #Proposal Number. Some of the exceptions are accepted and others are not. Language that is struck through is not accepted. The remainder is accepted with the additional language that is underlined:
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Exhibit “C”
COBB COUNTY
REQUIRED TERMS AND CONDITIONS
These Required Terms and Conditions are hereby agreed to, made and entered into by and between Cobb County, a political subdivision of the State of Georgia, (hereinafter “Cobb County” or “County”), and Vendor Name , a [state] [Choose an item.], located at Vendor address (hereinafter “Vendor” or “Contractor” or “Company”). These Required Terms and Conditions shall be made an exhibit to the Master Agreement between Cobb County and Vendor Name . (“Contract” or “Agreement”) and shall have the same force and effect as the terms and provisions in the Contract. County and Vendor may be referred to individually as “Party,” or collectively, as “Parties.” The Effective Date of this Contract shall be the date that the last party hereto executes the same (the “Effective Date”).
[It is understood by the Parties that Vendor has engaged the following subcontractor(s) to perform Work under this agreement for County:
It is understood by the Parties that no subcontractors are engaged to perform Work under this agreement.]
I. Agreement
A. Entire Agreement. This Agreement, together with all addenda, attachments, and exhibits listed below and incorporated herein by reference, represents the sole and entire agreement between the parties named herein and supersedes all previous or prior agreements, understandings, representations or commitments between the parties and their respective officials, officers, directors, contractors, employees and/or representatives. No oral promises, conditions, representations, understandings, interpretations, or terms of any kind are in effect between the parties or have been offered as an inducement for either party to execute this document.
1. Required Terms and Conditions dated mm/dd/yyyy
2. Master Agreement between County and Vendor dated mm/dd/yyyy
3. Exhibit “1” Invitation to Bid or Request for Proposal (ITB/RFP) #
4. Exhibit “2” Vendor’s Bid or Proposal dated mm/dd/yyyy
5. Exhibit “3” Vendor’s Price Quote #xxxx dated mm/dd/yyyy
6. Exhibit “4” Vendor’s Statement of Work (SOW)# dated mm/dd/yyyy
7. Exhibit “4-A” Project Schedule
8. Exhibit “5” Vendor’s End User License Agreement (EULA), License, Software dated mm/dd/yyyy
9. Exhibit “6” Vendor’s Maintenance or Support Agreement dated mm/dd/yyy
10. Exhibit “7” Vendor’s Service Level Agreement (SLA)
11. Exhibit “8” Third Party Terms and Conditions
12. Exhibit “9” Information Security
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13. Exhibit “10-A” Change Control Definitions and Process
14. Exhibit “10-B” Change Order Form
15. Exhibit “11-A” Contractor Affidavit and Agreement
16. Exhibit “11-B” Subcontractor Affidavit and Agreement
17. Exhibit “11-C” Immigration Compliance Certification
18. Exhibit “12” Conflict of Interest Affidavit
B. These Required Terms and Conditions shall apply to and supersede any additional terms and conditions contained in any purchase order, task order, invoice, delivery receipt, or other document issued by Vendor either party in conjunction with the services or products provided pursuant to this Agreement.
C. Order of Precedence. In the case of any inconsistency, conflict, ambiguity among the contract documents, the documents shall govern in the following order: (1) Required Terms and Conditions; (2) Exhibit “3” Vendor’s Price Quote; and (3) any other applicable documents.
D. Invalid Terms.
1. Notwithstanding anything else in this Agreement, including any exhibits, attachments or links provided therein, no term shall be valid that:
a) Requires the County to:
i. Defend, indemnify, or hold harmless another person or entity; or ii. Be bound by terms and conditions that are unknown at the time of signing such contract or that may be unilaterally changed by the other party; or iii. Waive damages; or
iv. Release Vendor or third parties from liability; or
v.iii. Assume all risk.
vi.iv. Pay late payment fees, penalties, interest, attorneys’ fees, liquidated damages, or any other fee that would constitute an illegal gratuity under Georgia law; or b) Provides for:
i. A venue for any action or dispute other than a court of competent jurisdiction in Cobb County, Georgia; or
ii. The contract to be construed in accordance with the laws of a state other than the State of Georgia; or
iii. Binding arbitration or binding mediation; or
iv. Renewal beyond the Term; or
v. An automatic renewal such that County funds are or would be obligated in subsequent fiscal years; or
c) Is inconsistent with the provisions of O.C.G.A. § 50-18-70 et seq., relating to open records.
Commented [JC2]: Unclear how conflicts within Required
Terms and Conditions and its amendments would be
resolved
Commented [JC3]: How will we manage new offerings
that get added to the agreement and require additional terms and conditions?
2562
2. If Agreement, including any exhibits, attachments or links provided therein, contains a term prohibited under this section, such term shall be void, and the Agreement shall be otherwise enforceable as if it did not contain such term.
3. Neither the County nor any agency or department thereof shall be bound by any other new terms and conditions included in any exhibits, orders, invoices, attachments, links, or other document, physical or electronic, which attempt to impose any condition in variance of or in addition to the terms and conditions contain in this Agreement.
II. Scope of Work
Subject to the terms and conditions herein, the term “Services” or “Project” or “Work” means all of the work, product, services, goods, software, licenses, material, equipment, and labor to be provided and performed and completed by Vendor under and as reflected in the Contract, including any and all addendums, exhibits, attachments, appendices, and schedules thereto, and all work reasonably inferable from the specific descriptions. These Required Terms and Conditions shall be an addendum and/or exhibit to the Contract and shall have the same force and effect as the terms and provisions in the Contract.
III. Compensation/Consideration
A. The total amount payable by Cobb County shall not exceed the maximum amount of $ (“Price”).
[Or for multi-year:]
Year 1 FY 20yy (mm/dd/yyyy – mm/dd/yyyy) Price: $xxx.xx Year 2 FY 20yy (mm/dd/yyyy – mm/dd/yyyy) Price: $xxx.xx Year 3 FY 20yy (mm/dd/yyyy – mm/dd/yyyy) Price: $xxx.xx Year 4 FY 20yy (mm/dd/yyyy – mm/dd/yyyy) Price: $xxx.xx Year 5 FY 20yy (mm/dd/yyyy – mm/dd/yyyy) Price: $xxx.xx B. As a political subdivision of the State of Georgia, County is exempt from paying most types of taxes and will only pay those taxes it is required to pay under the laws of the State of Georgia or federal law.
C. County shall timely process payment to Vendor. Vendor shall not charge interest or assess payment penalties against County.
D. In the event of a dispute about payment/invoicing, County shall deliver a written statement to Vendor no later than days prior to the date payment is due on the disputed invoice listing all disputed items and providing a reasonably detailed description of each disputed item. The parties shall seek to resolve all such disputes expeditiously and in good faith. Vendor shall continue performing its obligations under the Agreement notwithstanding any such dispute.
IV. Term of Agreement
A. Term. The Initial Term of this Agreement shall begin on the Effective Date and continue for twelve (12) months (“Initial Term”). This Agreement may be renewed as herein provided for Commented [JC4]: Future products being added to the
Agreement may be subject to new or additional terms and conditions.
Commented [JC5]: UKG will need a right to suspend if
undisputed payments have not been made
2563
up to a total of ( ) months (“Full Term”).
B. Renewal. This Agreement shall automatically renew annually after Initial Term for twelve (12) months on the Effective Date for each subsequent year for a maximum of ( ) renewal years unless County provides at least thirty (30) days written notice of an intention not to renew before the expiration of the then-current annual period. This Agreement shall terminate absolutely after ( ) months. The Parties reserve the right to renew, extend, or amend this Agreement.
C. Termination. This Agreement may be terminated in the methods listed below. If this contract is terminated, County shall be liable only for goods or services delivered or accepted.
1. For Convenience. County may terminate this Agreement at any time for any reason upon thirty (30)ninety (90) days prior written notice to Vendor. The effective date of termination shall be set forth in the notice. As the sole remedy for County’s termination for convenience, Vendor shall be paid for any validated services performed under this Agreement up to the time of termination. Vendor shall not incur new obligations upon receipt of such notice and shall cancel as many outstanding obligations as possible.
2. For Cause. Either Party may terminate this Agreement for cause should the other Party default in the performance of any of the terms, covenants, obligations, or conditions of this Agreement upon thirty (30) days written notice to the defaulting party to cure the default.
a) Cause for termination by the County shall include, but not be limited to, Vendor’s breach of a material provision of the Agreement, failure to complete a deliverable or milestone in a timely manner as set forth in a mutually agreed upon written project plan, and/or failure to dedicate adequate and qualified staff to complete the Work.
Failure of Vendor to cure such breach or failure within thirty (30) days shall entitle County to a refund of all compensation paid to Vendor. b) Should the Vendor terminate this Agreement for default in performance that is not cured in a timely manner, the County shall be liable for no more than the amount of goods or services delivered toor accepted by County up to the date of termination.
3. By Statute. In compliance with O.C.G.A. § 36-60-13, this Agreement shall be deemed to terminate absolutely and without further obligation on the part of County at the close (December 31) of the calendar year of its execution (“Initial Expiration Date”) and at the close (December 31) of each succeeding year for which it may be renewed, unless otherwise expired, earlier terminated, or renewed all as provided in this Agreement.
Notwithstanding this provision, as permitted by statute, this Agreement may automatically be renewed and extended for consecutive up to one-year periods beyond the Initial Expiration Date until the expiration of the Full Term, unless County notifies Vendor in writing of its intent not to extend this Agreement at least thirty (30) days prior to the date of termination set forth in such notice, or, for any one-year renewal term subsequent to the Initial Expiration Date, at least thirty (30) days prior to the expiration of the then-current annual period.
4. Non-appropriation. In compliance with the terms of O.C.G.A. § 36-60-13, this Agreement shall terminate immediately and absolutely at such time as appropriated or otherwise unobligated funds are no longer available to satisfy the obligation of County. This Agreement does not create a debt of County for the payment of any sum beyond the 2564
calendar year of execution or in the event of renewal, beyond the calendar year of such renewal.
D. Survival. Notwithstanding the stated term, those provisions that expressly state that they survive, or that would by necessity survive, the expiration or earlier termination of this agreement shall so survive. Furthermore, the provisions pertaining to Confidentiality, Open Records, Record Retention, Indemnification, Limitation of Liability, Preservation of Immunities, No Personal Liabilities, Governing Law, Venue, and Invalid Terms shall survive termination or expiration of this Agreement.
V. System Access, Licenses, and Warranties
A. This Contract is a Subscription-Based Information Technology Arrangement (SBITA). It is a contract that conveys control of the right to access and use IT software for authorized purposes alone or in combination with tangible capital assets (underlying IT assets) for a period of time in an exchange or exchange-like transaction.
B. License Grant. Vendor hereby grants to Cobb County a worldwide nonexclusive, nontransferable revocable license to access, use and publicly display the online portion of the Project, as defined in Section 1.1.3.1 below, and a nonexclusive, nontransferable revocable license to distribute to the users the Project (the “License”) during the term of this Agreement.
Vendor also grants to Cobb County a nonexclusive right to advertise, market and promote the Project to its clients and the Users during the term of this Agreement. The License expressly excludes all other rights, including, without limitation, the right to modify or create derivative works of the Project or the right to grant any other sublicensing rights to third parties. The License is revocable under the circumstances and on the terms set forth in this Agreement.
C. Vendor agrees to provide a list and description of all software and licenses required or necessary for the use of such software, to include any continued use or maintenance contemplated by the Contract.
D. Warranties
1. General. Vendor hereby expressly warrants that the Work to be performed hereunder shall be performed in a workmanlike manner, that all Work assigned shall be performed in a manner consistent with that level of care and skill ordinarily exercised by other providers of similar services under similar circumstances at the time Work is provided and as required under the terms of the Contract. Vendor warrants to County that all Services or Goods furnished in connection with Services shall: (a) be new and free from any defects in workmanship, material, and design; (b) conform to applicable specifications; (c) be fit for their intended purpose and operate as intended; and (d) be free and clear of all liens, security interests or other encumbrances.
2. Performance. For the greater of 12 months or the period during which County purchases support services, the software shall materially conform to the requirements of this Agreement, including any statements of work, and, to the extent not inconsistent with the foregoing, the documentation. Further the software shall remain free from material programming errors and defects in workmanship and materials. If material programming Commented [JC6]: Note that UKG expects a mutually
agreed upon Limitation of Liability will be agreed upon in this contract and each contract with a Participating Agency.
See UKG’s EULA provided as part of UKG’s response for
proposed provision.
Commented [JC7]: Replace all of Section V.B. with UKG
license grant from UKG’s EULA provided as part of UKG’s response.
Commented [JC8]: Customers get this through technical
papers in the Community
Commented [JC9]: Replace all warranties in this Section V.D. with those set forth in the UKG EULA provided as part of UKG’s response. Note additional comments with respect to specific warranties.
2565
errors are discovered, Vendor shall promptly remedy such errors at no additional expense to County.
3. Infringement. To the best of Vendor’s knowledge, as of the Effective Date, Customer’s licensed use of the software will not infringe upon or misappropriate the intellectual property rights of any third party.
4. Service. The services shall be performed in (a) material accordance with this Agreement, (b) a timely and workmanlike manner, and (c) accordance with industry best practices for services of this kind.
5. Legal Compliance. Vendor shall comply and ensure that its software and services comply with all applicable laws and regulations. Vendor shall, at no additional charge, promptly furnish all updates to the software necessary for compliance with any change in laws or regulation during the term of this Agreement.
6. Privacy. Vendor represents and warrants that, at all times during and after the term of this Agreement, it will comply, at its sole expense, with all applicable local, state, federal, and international privacy, confidentiality, consumer protection, advertising, electronic mail, data security, data destruction, and other similar laws, rules and regulations, whether in effect now or in the future, including, but not limited to the Goldenhar Gramm-Leach Bliley Act and its implementing regulations (all of the foregoing to be collectively referred to as the “Privacy and Security Requirements”). Vendor acknowledges that it alone is responsible for identifying, understanding, and complying with its obligations under the pPrivacy and Security Requirements as they apply to its performance of this Agreement and possession of personal information.
7. Anti-Virus. Vendor has taken every commercially reasonable precaution to ensure and to the best of Vendor’s knowledge, the software does not contain any virus or similar code that may destroy, modify, alter, or cause the destruction, modification or alteration, in whole or in part, of any of County’s data, equipment, devices, networks, or software.
Further, Vendor warrants: (a) that its software and/or systems are not dependent on obsolete software, including anything with a known vulnerability; (b) that all critical updates to the software and/or systems have or shall be applied as identified or as needed; and (c) that Vendor’s software and/or system have the means to receive such critical updates.
8. Intentionally left blankOffshoring of Data. All services shall be performed and rendered within the continental United States. Vendor shall not transmit or make available any customer Confidential Information, including personal data, to any entity or individual outside of the continental United States.
9. Open Source and Third Party Software. Vendor represents and warrants that its shall not deliver to County any third party software, including open source software, that would require County to accept and be bound by any third party terms and conditions unless such terms and conditions are expressly identified in and attached to this Agreement as Exhibit “8” Third Party Terms and Conditions and to the extent that such terms and conditions are consistent with the Invalid Terms provisions of this Agreement. Except as provided in Exhibit “8” Third Party Terms and Conditions as amended by the Invalid Terms Commented [JC10]: Addressed by the IPR Infringement
Indemnification offered in UKG’s EULA provided as part of UKG’s response.
Commented [JC11]: UKG commits to comply with laws
and regulations applicable to UKG and its operations as a provider of technology and related services. Customer
remains obligated to use UKG solutions in compliance with laws and regulations applicable to Customer.
Commented [JC12]: As above, UKG commits to comply
with laws and regulations applicable to UKG and its
operations as a provider of technology and related services. “Applicable” needs to be modified to capture this concept.
Commented [JC13]: While Customer Data can be stored
solely in the continental United States, UKG renders services to its customers on a global basis.
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provision of this Agreement, County hereby rejects all such third party terms and conditions.
10. Intentionally Left BlankPass Through Warranties. Vendor shall assign and pass-through to County all representations, warranties, and indemnities to Vendor in its contracts with their party licensors and suppliers relating to the software.
11. Known Performance Issues. There is no existing pattern or repetition of customer complaints regarding the software, including functionality or performance issues. Further, Vendor’s engineers have not currently identified any repeating adverse impact on the software, including functionality or performance, for which the root cause is believed to be a flaw or defect in the software.
12.11. Authority.
a) Vendor has full power, capacity, and authority to enter into and perform this Agreement and to make the grant of rights contained herein, including without limitation, the right to license any ancillary or third party programs licensed to County under this Agreement.
b) Vendor has all licenses and intellectual property rights necessary to install and produce customizations, enhancements, updates, and/or corrections to the software used in performance of and as required under this Agreement in accordance with industry standards and in a professional and workmanlike fashion. c) Vendor’s performance of this Agreement does not violate or conflict with any agreement to which Vendor is a party.
d) Vendor represents that there is no pending or threatened litigation that would have a material adverse impact on its performance under this Agreement.
E. Changes in Functionality. Vendor shall not modify or change the software to reflect a material diminution in the form, features or functionality of the software from that existing as of the Effective Date. Accordingly, Vendor shall not change the form, features, or functionality of the software in any material adverse manner from that originally licensed under this Agreement.
F. Documentation. The documentation provided by Vendor shall be complete and accurate so as to enable a reasonably skilled user to effectively use all of the software’s features and functions without assistance from the Vendor. Further, on each date that the Vendor delivers documentation to County, such documentation shall be Vendor’s most current version thereof.
G. These warranties survive any delivery, inspection, acceptance, payment, or termination of the Contract. These warranties are cumulative and in addition to any other warranty provided by law or equity. Any applicable statute of limitations runs from the date of County’s discovery of the noncompliance. If County gives Vendor notice of noncompliance, Vendor shall, at its own cost and expense, promptly replace or repair nonconforming Goods or Services. This paragraph shall be construed as being in addition to any warranty provision in the Contract.
XI. Ownership of Work
A. County Ownership. All reports, designs, drawings, plans, specifications, schedules, work product, and other materials, including those in electronic form, prepared or in the process of being prepared for the Work to be performed by Vendor (“Materials”) not otherwise created Commented [JC14]: UKG warrants its solutions as stated
in the UKG EULA provided as part of UKG’s response.
Commented [JC15]: Replace with “Upgrades” language
from UKG’s EULA provided as part of UKG’s response.
2567
in the course of business for Vendor’s broader customer base shall be the property of County, and County shall be entitled to full access and copies of all such Materials in the form prescribed by County. Any such Materials remaining in the hands of Vendor or subcontractor upon completion or termination of the Work shall be delivered immediately to County; provided that Vendor may retain a copy of any deliverables for its records. Vendor assumes all risk of loss, damage or destruction of or to such Materials. If any Materials are lost, damaged, or destroyed before final delivery to County, Vendor shall replace them at its own expense. Any and all copyrightable subject matter in all Materials is hereby assigned to County, and Vendor agrees to execute any additional documents that may be necessary to evidence such assignment.
To the extentd allowed by law, Cobb County shall retain all right, title and interest in and to any and all patent, copyright, trademark, trade secret, domain name registrations, websites, and other intellectual property rights, throughout the world, and all registrations and applications thereon (“Intellectual Property Rights”) in and to (i) Cobb County’s governmental and trade names, logos, trademarks, service marks and similar identifying material (“Cobb County Marks”) and (ii) the websites directly or indirectly owned, operated or maintained by Cobb County, and (iii) all information owned, managed or developed by Cobb County.
B. Vendor Ownership Rights. To the extent allowed by law, Vendor shall retain all right, title and interest in and to any and all Intellectual Property Rights in and to the (i) its Work (with the exception of Intellectual Property Rights owned by Cobb County contained therein), (ii) Describe as needed, (iii) any developed or licensed documentation, and all modifications thereto and derivative works thereof, and (iv) all information owned, managed or developed by Vendor.
C. User Data. As between the parties, all right, title and interest in and to the data in the Work that is entered by , created for or existing about users, Cobb County and its clients and vendors in the SaaS Subscription during the Term (“User Data”) shall be owned by Cobb County with full rights to use, market and license others to use such User Data only in compliance with applicable laws.
XI. Staff Assigned to Project
A. Staff. Vendor shall maintain at all times, until the completion of the Project, experienced technical/implementation staff, in adequate numbers and with necessary skillset, functions and responsibilities to satisfy Vendor’s obligations under this Contract satisfactory to County; and ensure that staff carries out the following duties: (i) preparation and execution of the plan of activities proposed for project implementation, pursuant to the provisions of Exhibit “4” Vendor’s Statement of Work; and (ii) proper testing prior to milestone, deliverable or solution turnover to County staff.
B. Staff Replacement. County and Vendor agree to act in good faith to complete this Pproject and work toward mutual resolutions. In the event that the County has an issue with an individual on the project, County shall have the right to require the removal and replacement of Vendor’s technical/implementation staff member(s) from providing services to County under this Contract after consultation with Vendor. County shall notify Vendor in writing of such action.
Vendor shall accomplish the removal and replacement within five (5) business daysas soon as practical after written notice to Vendor. County shall review and approve the appointment of the replacement staff. Said approval shall not be unreasonably withheld. County is not required to provide any additional information, reason
Commented [JC16]: See “Reservation of Rights”
provision in UKG’s EULA provided as part of UKG’s
response. There will be no “work for hire” created by UKG as a deliverable.
Commented [JC17]: See UKG EULA for additional
Reservation of Rights
2568
or rationale in the event it requires the removal of Vendor’s staff from providing further services under the Contract.
C. Staff Transition. If it is known that a member of the Vendor project team will be leaving the pProject, a replacement will be chosen to join the team, and become familiar with the Pproject before the original team member leaves, to ensure that the transition-in will be seamless. If a member of the Vendor project team leaves unannounced, prompt replacement shall be made in accordance with this Section.
XII. Indemnification
The following obligations to indemnify the Indemnified Party(ies) shall survive the expiration or termination of this Agreement and applies notwithstanding any contrary provision.
A. Indemnification of County. Vendor covenants and agrees to take and assume all responsibility for the software and services (“Work”) rendered in connection with this Agreement. Vendor shall bear all losses and damages directly or indirectly resulting to it and/or County on account of the performance or character of the Work rendered pursuant to this Agreement. To the fullest extent permitted by law, Vendor shall defend, indemnify and hold harmless County and County’s elected and appointed officials, officers, boards, commissions, employees, representatives, consultants, servants, agents, attorneys and volunteers (individually an “Indemnified Party” and collectively “Indemnified Parties”) from and against any and all claims, suits, actions, judgments, injuries, damages, losses, costs, expenses and liability of any kind whatsoever, including but not limited to attorney’s fees and costs of defense (“Liabilities”), which may arise from or be the result of alleged willful, negligent or tortious conduct arising out of the Work, performance of contracted services, or operations by Vendor, any subcontractor, anyone directly or indirectly employed by Vendor or subcontractor or anyone for whose acts Vendor or subcontractor may be liable, regardless of whether or not the negligent act 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 any other right or obligation of indemnity which would otherwise exist as to any party or person described in this provision.
B. In any and all claims against an Indemnified Party, by any employee of Vendor, its subcontractor, anyone directly or indirectly employed by Vendor or subcontractor or anyone for whose acts Vendor or subcontractor may be liable, the indemnification obligation set forth in this provision shall not be limited in any way by any limitation on the amount or type of damages, compensation or benefits payable by or for Vendor or any subcontractor 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(ies) shall survive expiration or termination of this Agreement, provided that the claims are based upon or arise out of actions or omissions that occurred during the performance of this Agreement and applies notwithstanding any contrary provision.
C. Intellectual Property Indemnification. Vendor shall hold 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 furnished or used in the performance of this Agreement, for which Vendor is not the patentee, assignee, licensee, or other lawful user.
Commented [JC18]: Please refer to UKG’s EULA
provided as part of UKG’s response for indemnification
obligations acceptable to UKG.
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D. Environmental Indemnification. Vendor agrees to indemnify, defend, and hold harmless an Indemnified Party, to the fullest extent allowed under O.C.G.A. § 13-8-2, from and against all claims, suits, actions, judgments, forfeitures, damages, losses, costs, demands, or expenses and liability, of whatever kind or nature, contingent or otherwise, known or unknown, incurred under, or imposed by, any provision of federal, state or local law or regulation, common law, or in equity, including but not limited to all administrative claims, claims for injunctive relief, claims for property damage, natural resources damages, nuisance claims, bodily injury claims (including death), environmental response, remediation, abatement, detoxification, cleanup costs, removal or disposal of, or otherwise with respect to, hazardous or potentially hazardous substances, fines, penalties, and expenses (including without limitation attorney fees, consultant fees, expert fees, costs, and expenses incurred in investigating and defending against the assertion of such liabilities) that may arise from or be the result of any alleged willful, negligent or tortious conduct of that in any way may arise from, be the result of, or relate to any act or omission of Vendor, or anyone directly or indirectly employed by or otherwise in any way acting on behalf of Vendor, in its performance of the Agreement, the operation of the Facility, or failure to operate the Facility other than in accordance with this Agreement or Applicable Law, regardless of whether or not the negligent act is caused in part by an Indemnified Party. This indemnity obligation shall run from the time of initial discovery of any such potentially adverse environmental condition and shall not be construed to commence only upon realization of an actual economic loss resulting from such condition. This indemnity obligation does not include Liabilities caused by or resulting from the sole negligence of an Indemnified Party or any other act, liability, or obligation in any way prohibited by O.C.G.A. § 13-8-2. Such obligation shall not be construed to negate, abridge, or otherwise reduce any other right or obligation of indemnity which would otherwise exist as to any party or person described in this provision. Notwithstanding anything herein to the contrary, this indemnification provision shall survive the termination of the Agreement.
XIII. 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.
Commented [JC19]: During the term of the Agreement,
UKG shall maintain appropriate insurance coverage and will provide its standard Certificates of Insurance reflecting such coverage if requested. UKG presently maintains insurance coverage rated 'A-' “Excellent” by A.M. Best for the
following risks in the following minimum amounts in United States Dollars:
Comprehensive General Liability Insurance: $2 million
aggregate; $1 million per occurrence, including $1
million personal injury.
Business Auto: $1 million combined single limit bodily injury and property damage liability.
Umbrella: $5 million aggregate, $5 million per
occurrence.
Workers’ Compensation: as required by statute.
Errors and Omissions (includes Cyber Liability
coverage): $5 million aggregate, $5 million per
occurrence.
The provisions in this section need to be conformed to align with UKG’s actual insurance.
2570
3. Workers’ Compensation and Employers Liability: Workers’ Compensation limits as required by the State of Georgia and Employers Liability of $1,000,000 per occurrence or disease.
4. Professional Liability, Technology Errors and Omissions, and Cyber Insurance Coverage:
$2,000,000 per claim and $4,000,000 in the aggregate is required, in the event that Vendor is performing design, engineering, or other professional services.
5. Professional Liability (Errors and Omissions) and Coverage: $2,000,000 per claim and $4,000,000 in the aggregate. Vendor shall maintain Technology Errors and Omissions Insurance, which must include coverage Multimedia Liability, Privacy Liability, Network Security Liability, Breach Costs Coverage (including Notification, Credit Monitoring, Forensics, Public Relations), and Regulatory Fines and Penalties assessed due to a Data (Privacy) Breach.
a) Technology Errors and Omissions insurance must cover liabilities, punitive damages, and claim expenses arising from errors, omissions, or negligent acts in rendering or failing to render (1) all services promised, including but not limited to computer or information technology services, (2) products that perform the intended function or serve the intended purpose, and (3) violation of software copyright. b) Services insured, at a minimum, must include (1) systems analysis, (2) systems programming, (3) data processing, (4) systems integration, (5) outsourcing including outsourcing development and design, (6) systems design, consulting, development and modification, (7) training services relating to computer software or hardware, (8) management, repair, and maintenance of computer products, networks, and systems, (9) marketing, selling, servicing, distributing, installing and maintaining computer hardware or software, (10) data entry, modification, verification, maintenance, storage, retrieval or preparation of data output, and (11) any other services provided by the vendor.
c) Vendor shall maintain Privacy, Security, and Technology Insurance. i. Vendor’s policy must include coverage for (1) loss, disclosure, and theft of data in any form; (2) media and content rights infringement and liability (excluding patents and trade secrets), including but not limited to, software copyright infringement; and (3) network security failure, including but not limited to, denial of service attacks and transmission of malicious code.
ii. The insurance coverage must include data breach regulatory fines and penalties, the cost of notifying individuals of a security or data breach, the cost of credit monitoring services, and any other causally-related crisis management expense for up to one (1) year.
iii. The insurance coverage must also contain severability for the insured organization for any intentional act exclusions.
iv. If the coverage is provided on a claims-made basis, then it must be maintained for a period of two (2) years after acceptance of the deliverables and/or services provided in connection with this Agreement.
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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) Builder’s “All Risk” Insurance: In the event Vendor is performing vertical construction services under the Agreement, Vendor shall procure and maintain “All-Risk” Builder’s insurance, written on a commercially recognized policy form, providing coverage for the Work performed under the contract, and the materials, equipment or other items incorporated therein, while the same are located at the construction site, stored offsite, or at the place of manufacture. The policy limit shall be in a minimum amount equal to the “full insurable value” of such equipment and 100% of the value of the Agreement, including any additional costs which are normally insured under such policy. The insurance coverage shall include boiler and machinery insurance on a comprehensive basis and include coverage against damage or loss caused by earth movement (including but not limited to earthquake, landslide, subsidence and volcanic eruption), fire, flood, hurricanes, explosion, hail, lighting, weather, vandalism, malicious mischief, wind, collapse, riot, aircraft, smoke, or other cataclysmic events, and coverage against damage or loss caused by machinery accidents and operational and performance testing, commissioning and start-up, with extended coverage, and providing coverage for transit, with sub-limits sufficient to insure the full replacement value of the property or equipment removed from its site and while located away from its site until the date of final acceptance of the Work.
The making of progress payments to Vendor shall not be construed as relieving Vendor or its subcontractors or insurance carriers providing the coverage described herein for responsibility for loss or direct physical loss, damage or destruction occurring prior to final acceptance of the Work.
e) 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:
Commented [JC20]: N/A - delete
Commented [JC21]: UKG will include the County as an
additional insured via blanket endorsement for General
Liability and ongoing operations. Such protection shall be primary and non-contributory with respect to the County’s insurance, but only with respect to UKG’s sole negligence.
Upon written request, such blanket endorsement shall be provided to the County with the corresponding COI.
2572
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.
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 cross-liability 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.F. 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 Commented [JC22]: Exception taken. UKG will
endeavor to provide notice to the County if it is at material risk of not having such insurance in place.
2573
Georgia. Such insurance shall be placed with insurers with a minimum AM Best’s Policyholder’s Rating of “A-” or better and with a financial rating of Class VIII or greater or be otherwise acceptable to Cobb County.
3. Failure of Insurers. Vendor shall be responsible for any delay resulting from the failure of any insurer to furnish proof of coverage in the prescribed form.
H.G. Verification of Coverage: Vendor shall furnish County with certificates of insurance and endorsements to the policies evidencing all coverages required by this Agreement.
Additionally, the declarations page for each insurance policy listed on the certificate of insurance shall be submitted to County. The certificates and endorsements for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf.
The certificates and endorsements shall be received and approved by County before any work commences. County reserves the right to require complete, certified copies of all required insurance policies at any time. Vendor shall provide proof that any expiring coverage has been renewed or replaced prior to the expirationpromptly after renewal or replacement of the coverage. Vendor’s failure to comply with this provision shall be considered a material breach of the Agreement.
I.H. Subcontractors: Vendor shall require all subcontractors to maintain insurance that is industry standard for the scope and risk of the services being provided by that subcontractor.
J.I. Failure to Comply: Failure to comply with all insurance requirements set forth in this Section and applicable to this agreement will not relieve Vendor from any liability under the Aagreement will not be construed to conflict with or limit Vendor’s indemnification obligation obligations under the agreement.
K.J. Duration: All insurance required by this Section must be maintained during the entire term of the Aagreement, including any renewal or extension terms, and until all Work has been completed to the satisfaction of County.
IX. Records: Retention and Confidentiality
A. Examination and Retention of Records. Vendor shall maintain, and County and its representatives shall have the right to audit, examine, all books, records, documents, accounting procedures and practices, and other evidence sufficient to reflect properly all direct and indirect costs of whatever nature claimed to have been incurred and anticipated to be incurred for the Work or performance of the Contract and similar materials relating to work performed for County under this Contract on file in accordance with Vendor’s record retention policies for at least ten (10) years following the date of final payment to Vendor by County.
Vendor shall maintain all books, records, work papers, documents, accounting ledgers, databases in accordance with Vendor’s record retention policies for at least ten (10) years following the date of final payment to Vendor by County. All records stored on a computer database must be of a format compatible with County’s. Any duly authorized representative(s) of County shall have access to such records for the purpose of inspection, audit, and copying at reasonable times, during usual and customary business hours. All original documents, including, but not limited to, reports, plans, work papers, (including electronic copies), documents, data, and records developed in connection with the services performed hereunder shall belong to and remain the property of County. Vendor may retain electronic files and reproducible copies of such documents.
B. Confidential Information. Vendor acknowledges that some information which may come into its possession or knowledge in connection with the Work may consist of confidential 2574
information of County, its elected officials, or employees, the disclosure of which to, or use by, third parties may be damaging to County, its elected officials or employees and/or may violate applicable law(s). Vendor accordingly agrees to hold all such confidential information, together with all material containing confidential information, in strictest confidence, not to make use thereof other than as reasonably necessary to perform according to this Agreement, and not to release or disclose any confidential information to any other person or entity except as may be required by law. Vendor shall inform and instruct all employees, subcontractors, or other agents or representatives of this obligation of confidentiality. Vendor shall immediately remove any of its employees, subcontractors, or other agents or representatives from performing work in connection with this Agreement upon request of notice from County that County reasonably believes such person or entity has failed to comply with the confidentiality obligations hereunder. Any employee, subcontractor, or other agent or representative so removed shall be replaced as provided for in the staffing requirements of this Agreement. For the purposes hereof, “Confidential Information” includes, without limitation, all personally identifiable data, trade secrets, copyrighted material, and other confidential and proprietary information not subject to disclosure or use, as such terms may be respectively defined in O.C.G.A. § 10-1-761, O.C.G.A. § 50-18-72, 45 CFR. §1 64.524, 45 CFR. § 84.14(d). “Confidential Information” further includes, without limitation, all employee data, personnel records, health records, physician and provider notes, medical bills, claims, and other written information of a personal nature.
C. Open Records. Vendor acknowledges that County’s disclosure of documentation is governed by Georgia’s Open Records Act, Act, O.C.G.A. § 50-18-70 et seq., and anything submitted to County is subject to release as public information. If Vendor believes that part or parts of its submission may be exempted from disclosure, Vendor must specify page-by-page and line-byline the parts of the submission, which it believes, are exempt. In addition, Vendor must specify which exception(s) are applicable and provide detailed reasons to substantiate the exception(s).
As required by law, Vendor is responsible for protecting its trade secrets and other proprietary information.
D. Request. To the extent practicable and not legally prohibited, Vendor shall promptly notify County of any request for County information including any request required by law or judicial or regulatory process or pursuant to Georgia’s Open Records Act, O.C.G.A. § 50-18-70 et seq., prior to disclosing such information. In no case shall such notification occur more than five business days after receipt of such request.
X. Notices
A. All written notices, demands, and other papers or documents to be delivered to County or Vendor under this Contract shall be delivered personally, by prepaid registered or certified mail return receipt requested, or by overnight receipted delivery service to the following addresses:
1. If to Cobb County:
<insert department>
<insert address here>
Attention: <insert name here>
Commented [JC23]: See UKG Affidavit
2575
Electronic notice to: <insert email address here, or specify N/A> Cobb County Attorney
100 Cherokee Street, Suite 350
Marietta, GA 30090
2. If to Vendor:
Vendor Name
<address>
Attention: <insert name here>
Electronic notice to: <insert email address here, or specify N/A> B. Any subsequent changes to place or places specified above shall be designated in writing by Vendor and County to the other.
XI. Relationship of the Parties
Vendor hereby covenants and declares that it is engaged in an independent business and agrees to perform the Work as an independent contractor and not as the agent or employee of County.
Nothing contained in this Agreement shall be construed to make Vendor or any of its employees, servants or subcontractors an employee, servant or agent of County for any purpose. Vendor agrees to be solely responsible for its own matters relating to the time and place the Work is performed and the method used to perform such Work; the instrumentalities, tools, supplies and/or materials necessary to complete the Work; hiring of subcontractors, agents or employees to complete the Work; and the payment of employees, including compliance with Social Security, withholding and all other regulations governing such matters. County will not withhold income or other taxes on the fees paid to Vendor under this Contract and Vendor shall be solely responsible for the payment of all such taxes. Vendor is not entitled to any of the benefits that County provides for County’s employees. Vendor agrees to be solely responsible for its own acts and omissions and those of its subordinates, employees, subcontractors, and suppliers during the life of this Agreement. Vendor specifically shall be responsible for sufficient supervision and inspection to ensure compliance in every respect with the Contract requirements. There shall be no contractual relationship between any subcontractor or supplier and County by virtue of this Agreement with Vendor. Any provisions of this Agreement that may appear to give County the right to direct Vendor as to the details of the services to be performed by Vendor or to exercise a measure of control over such services will be deemed to mean that Vendor shall follow the directions of County with regard to the results of such services only. It is further understood that this Agreement is not exclusive, and County may hire additional entities to perform Work related to this Agreement. Inasmuch as County and Vendor are independent of each other, neither has the authority to bind the other to any third person or otherwise to act in any way as the representative of the other, unless otherwise expressly agreed to in writing signed by both Parties hereto.
Vendor agrees not to represent itself as County’s agent for any purpose to any party or to allow any employee of Vendor to do so, unless specifically authorized, in advance and in writing, to do 2576
so, and then only for the limited purpose stated in such authorization. Vendor shall assume full liability for any contracts or agreements Vendor enters into on behalf of County without the express knowledge and prior written consent of County.
XIV. Georgia Security and Immigration Compliance Act
A. Immigration Compliance. County and Vendor agree that, to the extent applicable, compliance with the requirements of
O.C.G.A. § 13-10-91 and Rule 300-10-1-.02 of the Rules of the Georgia Department of Labor are conditions of this Agreement for the physical performance of services. Physical performance of services includes 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.
B. Vendor further agrees and represents that its compliance with the requirements of O.C.G.A. §13-10-91 and DOL Rule 300-10-1-.02, to the extent applicable, is attested to on the executed Exhibit “11-A” Contractor Affidavit and Agreement, included herein by reference.
C. Vendor further agrees and represents that:
1. Vendor (and any subcontractors, regardless of tier) shall fully comply with the requirements for completing Exhibit “11-C” Immigration Compliance Certification and that such certification shall be received by County prior to the commencement of any work under the contract or subcontract;
2. Vendor (or any subcontractor, regardless of tier) shall notify County within five (5) business days of entering into a contract or other agreement for hire with any subcontractor(s), regardless of tier;
3. Vendor shall be responsible for obtaining and providing to County Exhibit “11-B” Subcontractor Affidavit and Agreement and Exhibit “11-C” Immigration Compliance Certification, each incorporated herein by reference, 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;
4. County 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);
5. Any contractor and/or subcontractor retaining any other subcontractor to perform services under the contract shall provide legal notice to any subcontractor of the requirements of County for immigration compliance and further provide notice that County 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);
6. Failure to comply with any of the requirements and procedures of 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 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 County to dismiss any general contractor or to Commented [JC24]: See definition of subcontractor
proposed by UKG in its General Exceptions.
2577
require the dismissal of any subcontractor or sub/subcontractor (irrespective of tier) for failing to fully comply with these requirements;
7. Upon notice of a material breach of these provisions, Vendor (or subcontractor, regardless of tier) shall be entitled to cure the breach within ten (10) days and provide evidence of such cure. Should the breach not be cured, County shall be entitled to all available remedies, including termination of the Contract, the requirement that a subcontractor be dismissed from performing work under the Contract, and any and all damages permissible by law.
D. Immigration Compliance Certification. Prior to commencing work under any contract for the physical performance of services, to the extent applicable, Vendor shall submit a completed Exhibit “11-C” Immigration Compliance Certification. Prior to allowing any other subcontractor to perform work under the contract, to the extent applicable, Vendor shall obtain a completed Exhibit “11-C” Immigration Compliance Certification from each subcontractor (regardless of tier) and submit the same to County.
XV. Conflict of Interest Affidavit
A. Vendor agrees and shall execute Exhibit “12” Conflict of Interest Affidavit attesting that it shall not engage in any activity or conduct that would result in a violation of the Cobb County Code of Ethics or any other similar law or regulation. Vendor certifies that, to the best of its knowledge, no circumstances exist that will cause a conflict of interest in performing the services required by this Agreement, that no employee of County, nor any member thereof, nor any public agency or official affected by this Agreement, has any pecuniary interest in the business of Vendor or his subcontractor(s) and that no person associated with Vendor or its subcontractor(s) has any interest that would conflict in any manner or degree with the performance of the Agreement.
Should Vendor become aware of any circumstances that may cause a conflict of interest during the Term of this Agreement, Vendor shall immediately notify County. If County determines that a conflict of interest exists, County may require that Vendor take action to remedy the conflict of interest or terminate the Agreement without liability. County shall have the right to recover any fees paid for services rendered by Vendor when such services were performed while a conflict of interest existed, if Vendor had knowledge of the conflict of interest and did not notify County within five (5) business days of becoming aware of the existence of the conflict of interest.
B. Vendor warrants that it and its subcontractor(s) have not employed or retained any company or person, other than a bona fide employee working solely for Vendor or its subcontractor(s), to solicit or secure this Agreement and that Vendor and its subcontractor(s) have not paid or agreed to pay any person, company, corporation, individual, or firm other than a bona fide employee working solely for Vendor or its subcontractor(s) any fee, commission, percentage, gift or other consideration contingent upon or resulting from the award of this Agreement. For any breach or violation of this provision, County shall have the right to terminate the Agreement without liability and, at its discretion, to deduct from the price, or otherwise recover, the full amount of such fee, commission, percentage, gift, payment, or consideration.
C. Vendor shall include the terms and conditions of Paragraphs A and B of this Section in all subcontractor agreements for Work to be performed under this Agreement. 2578
XII. Miscellaneous.
A. Governing Law and Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of Georgia. If any action at law or in equity is brought to enforce or interpret the provisions of this Agreement, the rules, regulations, statutes, and laws of the State of Georgia will control. Any action or suit related to this Agreement shall be brought in the Superior Court of Cobb County, Georgia, and Vendor submits to the jurisdiction and venue of such court. Prior to filing any claim or action related to this Contract, the parties may, but shall not be obligated to, submit such claim or action to non-binding mediation before a mediator mutually agreeable to the parties. The parties shall share equally in the costs of mediation.
B. Severability of Provisions. If a part or any provision of this Contract shall be deemed invalid or unenforceable under applicable law, said part shall be ineffective only to the extent of such prohibition or unenforceability without invalidating the remainder of such provision or the remaining provisions of the Contract, which shall be interpreted so as to give the greatest effect possible thereto.
C. Review and Inspection of Work. Vendor shall produce progress reports or copies of any Work as performed under this Contract at any time as requested by County. Refusal by Vendor to submit progress reports shall be cause to withhold payment to Vendor until Vendor complies with County’s request in this regard, or cause for termination of this Contract.
D. Assignment. This Agreement is binding on the heirs, successors, and permitted assigns of the parties hereto. This Agreement may not be assigned by County or Vendor without the prior, written consent of the other party.
E. Third Party Beneficiaries. Neither party intends to directly benefit a third party by this Contract. The parties agree that no third party shall be entitled to assert a right or claim against either of them based on this Contract.
F. Materiality. Each term of this Agreement is material, and Vendor’s breach of any term of this Agreement shall be considered a material breach of the entire Agreement and shall be grounds for termination or exercise of any other remedies available to County either party at law or in equity consistent with the terms of this Agreement.
G. Compliance with Laws. Vendor shall comply with all applicable federal, state, and local laws, codes, ordinances, rules, and regulations applicable to UKG and its operations in performing under the Contract.
H. Amendment. No modification, amendment, or alteration in the terms or conditions contained herein or in the Contract shall be effective unless contained in a written document prepared with the same formality as the Contract and agreed to by both Parties in writing.
I. Preservation of Immunities. No provision of this Agreement shall be construed or interpreted so as to waive any of the immunities or protections otherwise afforded the parties by the Constitution, statutes, rules and regulations of the State of Georgia. Nothing contained in this Agreement shall be construed to be a waiver of County’s sovereign immunity or any individual’s qualified good faith or official immunities.
J. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument.
K. Waiver. No failure by County either party to enforce any right or power granted under this Agreement, or to insist upon strict compliance by Vendor the other party with this Agreement, and no custom or practice of
Commented [JC25]: Details of progress reports need to be mutually agreed upon
Commented [JC26]: UKG will need the right to assign
this Agreement in the event of a change of control, merger or acquisition or similar event.
2579
County either party at variance with the terms and conditions of this Agreement shall constitute a general waiver of any future breach or default or affect County’s a party’s right to demand exact and strict compliance by Vendor the other party with the terms and conditions of this Agreement. Further, no express waiver shall affect any term or condition other than the one specified in such waiver, and that one only for the time and manner specifically stated.
L. Headings. All headings herein are intended for convenience and ease of reference purposes only and in no way define, limit, or describe the scope or intent thereof, or of this Agreement, or in any way affect this Agreement.
M. Intentionally left blank.Time is of The Essence. With regard to all dates and/or time periods in this Agreement or any of the documents incorporated by reference into this Agreement and/or the mutually agreed to project plan, time is of the essence.
N. Subcontracts. Vendor shall be responsible for the work products and actions of all subcontractors. All subcontractors are subject to approval by County. Subcontractors must comply with the same insurance requirements as Vendor. Subcontractors must comply with the requirements of the Georgia Security and Immigration Compliance Act as set forth in this Agreement.
O. Intentionally Left blank.Liquidated Damages. The Parties acknowledge and agree that delays in the completion of the Work will result in damages to County and that the exact sum of such damages to County are impossible to precisely estimate and will be difficult to ascertain. If the Work is not completed in accordance with Exhibit “4-A” Project Schedule, then Vendor shall be required to pay County $100 per business day that the Work is delayed. The liquidated damages set forth in this section are intended to be, and the parties acknowledge and agree that (1) the liquidated damages are reasonably proportionate to and are a reasonable estimate of the probable loss that Owner is likely to incur as a result of delays, and (2) the liquidated damages are not intended to be a penalty.
[SIGNATURE PAGE TO FOLLOW]
Commented [JC27]: See proposed definition of
“subcontractors” in UKG’s General Exceptions.
Commented [JC28]: To the extent a Participating Public
Agency is not subject to Georgia law, UKG assumes that
when contracting with such Public Agency, provisions
specific to Georgia law are deemed N/A.
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IN WITNESS WHEREOF, said parties have hereunto set their seals.
Vendor County
Name and Title Lisa N. Cupid, Chairwoman
Vendor Name Cobb County Board of Commissioners
Date Date
SEAL
Attest: Attest:
Name and Title Pamela L. Mabry, County Clerk
Recommended by:
Name and Title
Approved as to Form
Cobb County Attorney’s Office
2581
Exhibit “1” Invitation to Bid or Request for Proposal
2582
Exhibit “2” Vendor’s Bid or Proposal
2583
Exhibit “3” Vendor’s Price Quote
2584
Exhibit “4” Vendor’s Statement of Work
2585
Exhibit “4-A” Project Schedule
2586
Exhibit “5” Vendor’s End User License Agreement (EULA), License, Software 2587
Exhibit “6” Vendor’s Maintenance or Support Agreement
2588
Exhibit “7” Vendor’s Service Level Agreement
2589
1. General Provisions
Exhibit “9” Information Security
Information Security
1.1. Contractor represents and warrants that it will comply with all applicable federal, state, and local privacy and data protection laws, as well as all other applicable regulations.
1.2. Contractor shall implement administrative, physical, and technical safeguards to ensure the security of Protected Information that are no less rigorous than accepted industry practices including National Institute of Standards and Technology (NIST) 800-53, Center for Internet Security (CIS) controls, the International Organization for Standardization’s standards: ISO/IEC 27001:2005 – Information Security Management Systems – Requirements and ISO-IEC 27002:2005 – Code of Practice for International Security Management, the Information Technology Infrastructure Library (ITIL) standards, or other applicable industry standards for information security, and shall ensure that all such safeguards, including the manner in which Protected Information is collected, accessed, used, stored, processed, disposed of and disclosed, comply with all applicable data protection and privacy laws, as well as the terms and conditions of this Agreement.
1.3. All employees and subcontractors given access to any Personally Identifiable Information (PII) or Restricted or Protected Information such as information protected as or by Payment Card Industry Data Security Standard (PCI DSS), PII, Health Insurance Portability and Accountability Act (HIPAA), Criminal Justice Information Services (CJIS), etc. must agree to abide by the terms of the Agreement and restrict the use of Protected Information only for subcontractor’s or employees’ internal business purposes and only as necessary for the execution of the Agreement.
1.4. Contractor shall maintain current supported operating system for Cobb County systems.
1.5. Contractor shall provide evidence of background check completion or verification of such security measure control through the SOC 2 Report for Core Subscription Services.
1.6. If any regulator, or any subpoena, warrant, or other court or administrative order, requires Contractor to disclose or provide County Data to a regulator or to any third party, or to respond to inquiries concerning the processing of County Data, Contractor shall promptly notify County, unless prohibited by applicable law. Following such notification, Contractor shall reasonably cooperate with County in its response, except to the extent otherwise required by applicable law.
1.7. County consents to Contractor’s use of subcontractors to provide aspects of the Services and to Contractor’s disclosure and provision of County Data to those subcontractors.
Contractor shall be responsible for the performance of its subcontractors. Contractor shall ensure subcontractors are subject to contractual obligations which are the same as or equivalent to those imposed on Contractor with regard to the processing of County Data.
Contractor shall maintain a list of its subcontractors on its company website under the Privacy page. Contractor shall inform County of any intended changes concerning the addition or replacement of any subcontractor within a reasonable time prior to implementation of such change. In the event of County objecting to such change, Contractor shall make reasonable efforts to address County’s concerns (including making reasonable efforts to find an alternative subcontractor).
Commented [JC29]: Clarify that these laws are those
applicable to UKG and its operations
Commented [TS30]: Not applicable nor in scope for the
services provided.
Commented [TS31]: Customers can rely on the SOC 2
Report where our independent third-party verifies controls, such as background checking.
Commented [JC32]: If UKG is unable to address the
County’s concerns, the County may terminate the agreement with respect to that portion of the Services to which County objects.
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1.7.1. When Contractor’s or a subcontractor’s personnel are providing services on County’s systems or premises, Contractor shall comply and shall require its personnel and subcontractors’ personnel to comply, with all applicable laws, rules, and regulations, as well as County policies and standards in effect during the performance of this Agreement, including (without limitation) County’s reasonable confidentiality requirements, County’s policies, standards and procedures regarding data access, security, personnel conduct, safety, and ethics, including spoken directives of County facility staff. In the event that any of Contractor’s or a subcontractor’s personnel do not comply with such requirements, County, in its sole reasonable discretion, may have the personnel’s access revoked and/or have such personnel removed from the premises.
2. Compliance
2.1. If, in the course of this engagement, Contractor has access to or will collect, access, use, store, process, dispose of or disclose credit, debit, or other payment cardholder information, Contractor shall at all times remain in compliance with the PCI DSS requirements, including remaining aware at all times of changes to the PCI DSS and promptly implementing all procedures and practices as may be necessary to remain in compliance with the PCI DSS at Contractor’s sole cost and expense.
2.2.2.1. If, in the course of this engagement, Contractor has access to or will collect, access, use, store, process, dispose of or disclose protected health information, Contractor shall at all times remain in compliance with HIPAA requirements, including remaining aware at all times of changes to HIPAA and promptly implementing all procedures and practices as may be necessary to remain in compliance with HIPAA at Contractor’s sole cost and expense.
2.2.1.2.1.1. Contractor agrees to execute and incorporate into this Agreement a Business Associate Agreement if and when it is necessary under HIPAA, including any regulations promulgated thereunder, including as a result of a change in the Services or the manner in which they are provided.
2.3. If, in the course of this engagement, Contractor has access to or will collect, access, use, store, process, dispose of or disclose criminal justice information, Contractor shall at all times remain in compliance with CJIS requirements, including remaining aware at all times of changes to CJIS and promptly implementing all procedures and practices as may be necessary to remain in compliance with CJIS, including certifying staff for background check and training, at Contractor’s sole cost and expense.
2.4.2.2. In respect of Personal Data provided to Contractor by County in connection with the Agreement, Contractor shall comply and shall ensure that its personnel complies, with the requirements of state, federal, and national privacy laws and regulations governing such Personal Data in Contractor’s possession or under its control and applicable to Contractor’s provision of Services.
2.5.2.3. Contractor shall notify County, without undue delay, of any breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to County Data in Contractor’s possession or under its control (a “Data Breach”). Each party shall reasonably cooperate with the other with respect to the investigation and resolution of any Data Breach including, in the case of Contractor, prompt provision of the following, to the extent then known to Contractor: (i) the possible cause and
Commented [TS33]: While supporting the services, UKG
would follow County policies while accessing customer
owned systems or offices.
Commented [TS34]: Not applicable nor in scope for the
services provided. UKG provides a human capital
management solution, where Personally Identifiable
Information ("PII"), such as name, email, address, etc. is in scope for the application.
2591
consequences of the Data Breach; (ii) the categories of County Data involved; (iii) a summary of the possible consequences for the relevant users; (iv) a summary of the unauthorized recipients of County Data; and (v) the measures taken by Contractor to mitigate any damage. Upon confirmation of any vulnerability or breach of Contractor’s security affecting County Data in Contractor’s custody and control, Contractor shall modify its processes and security program, as necessary, to mitigate the effects of the vulnerability or breach upon such County Data.
3. Data Security
3.1. Contractor shall ensure all County Data is stored remains within the United States and is not processed, stored, transmitted, or disposed of out of the country without the prior written authorization by County.
3.2. Where possible, Contractor shall remove, disable or change all default credentials prior to placing equipment into production. Removal is preferable.
3.3. Contractor shall uninstall or disable unnecessary programs and services prior to placing equipment into production. Uninstalling is preferable.
3.4. Contractor shall implement and maintain commercially reasonable technical and organizational security measures designed to meet the following objectives: (i) ensure the security and confidentiality of County Data in the custody of and processed by Contractor; (ii) protect against any anticipated threats or hazards to the security or integrity of such County Data; (iii) protect against unauthorized access to or use of such County Data; and (iv) ensure that Contractor’s return or disposal of such County Data is performed in a manner consistent with Contractor’s obligations under items (i)-(iii).
3.5. Contractor shall store all County backup data as part of its designated backup and recovery processes in encrypted form, using a commercially supported encryption solution.
Contractor shall encrypt all County confidential data. Encryption solutions will be deployed with no less than a 128-bit encryption key using the Advanced Encryption Standard (AES). The encryption standards apply to data at rest and data in motion.
3.6. Contractor shall use Transport Layer Security (TLS) protocol TLS 1.2 or higher.
3.7. If any user requests Contractor to provide them with information relating to processing of their Personal Data, or to make changes to their Personal Data, Contractor shall promptly notify County of the request, unless otherwise required by applicable law. County may make changes to User Data using the features and functionality of the Application.
Contractor shall not make changes to User Data except as agreed in writing with County.
Contractor shall process County Personal Data only as necessary to provide the Services, and in accordance with County’s written instructions. This Agreement and County’s use of the Application’s features and functionality are County’s instructions to Contractor in relation to the processing of County Personal Data.
3.8. County is solely responsible for its data retention obligations with respect to County Data.
County may export County Data from the Application at any time during the Agreement Term, using the Application’s then existing features and functionality, at no additional charge. County may delete County Data on its Instances at any time. Contractor shall delete County’s Instances (and any data remaining on such Instances) upon termination or expiration of the Agreement.
Commented [TS35]: The location where Customer data is
hosted, stored, and backed up is dependent on the geographic location selected on the Order Form by the Customer. For example, if the Customer selects the United States on the Order Form, the Customer's data will be hosted, stored, and backed up within the United States.
UKG provides 24/7/365 global support to its Customers.
UKG's team is comprised of variety of individuals from all over the globe. Customer Data may be accessed outside of the US by UKG personnel for the purposes of support.
Access to electronically held Customer Data is granted only to authorized personnel, who are UKG employees, using the principle of least privilege role-based access model. UKG employees are provisioned the access required to perform their job responsibilities and all of activity is logged and monitored in accordance with the ISO 27001, 27017 and
27018 programs, as well as the audited controls reflected in the SOC 2 Type I and SOC 2 Type II reports.
UKG is a global company with a follow the sun support
model. UKG may provide support for the services from any of its global locations, which currently consist of the US, United Kingdom, Australia, Canada, India, France,
Singapore, Uruguay and Ireland. UKG may stand up
additional or change locations as necessary to meet its support needs. Additionally, all support locations are vetted through our third-party risk process, and depending on the location proposed, may be evaluated by our Threat
Intelligence team within Enterprise Security to determine whether the geographic location is appropriate for the
support activities proposed.
UKG's Legal Privacy team evaluates any legal privacy
considerations associated with a support location to ensure compliance with data protection regulations.
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3.9. All rights, title, and interest in and to County Data are and shall remain the property of County. County understands that certain applications will not function absent County Data, and as such, County shall provide digital files, in the form and format and on the schedule specified by Contractor, County Data, and other information reasonably required for Contractor’s performance of its obligations under the Agreement. Subject to the terms of the Agreement, County hereby grants to Contractor throughout the term of the Agreement (and after the term solely as reasonably necessary for the performance of Contractor’s post-termination obligations to County) the rights to use, reproduce, store, distribute, modify, cache, and transmit County Data via the applicable Application solely to the extent necessary for Contractor to provide the Services or otherwise perform its obligations under the Agreement. Contractor shall allow access to County Data on a need to know basis using the principle of least privilege.
3.10. County Data will be and remain the property of County. Contractor may not use County Data for any purpose other than to render the Services. No County Data will be sold, assigned, leased, or otherwise disposed of to third parties or commercially exploited by or on behalf of Contractor (or any of its Subcontractors). Neither the Contractor nor any of its Subcontractors may possess or assert any lien or other right against or to County Data. Without limiting the generality of the foregoing, (a) the Contractor may use County Data only as strictly necessary to render the Services and must restrict access to such information to Contractor Personnel on a strict need-to-know basis, and (b) the Contractor will not download, copy, transmit or make available any County Data to any third party, except as expressly permitted by this Agreement.
3.11. When County Data is in the Contractor’s possession or under the Contractor’s control and an event occurs that prevents or hinders the access to or reliable use of such County Data, the Contractor will re-create or restore such data immediately, or in any case, as soon as reasonably practicable, to the last scheduled back-up applicable to such County Data in accordance with the Contractor’s responsibilities hereunder. Any such re-creation or restoration will be at the Contractor’s expense and County will not be subject to any charge in connection therewith.
3.12. The Contractor will maintain a comprehensive Security Program in compliance with generally accepted industry standards and applicable laws(i) County Rules and (ii) the Federal Information Security Management Act (FISMA), 44 U.S.C. § 3541 et seq.
The content and implementation of the Security Program and associated technical, organizational, and security measures will be fully documented by the Contractor.
4. Right to Audit
4.1. Vendor shall provide County Information Security Team with the most recent Service Organization Control 2 (SOC 2) Type 2 Report upon request to assess the effectiveness of security processes by observing operations for at least three months, but preferably 6-12 months.
4.2. Contractor shall maintain compliance with industry standards and applicable governing frameworks such as Statement on Standards for Attestation Engagements (SSAE) and the International Organization for Standardization (ISO) (e.g., SSAE 16, ISO 27001, and ISO 27018) throughout the Agreement Term. Contractor shall make available to County, annually and upon request, all relevant information necessary to demonstrate compliance with its
Commented [JC36]: Refer to UKG’s EULA for relevant
provisions addressing permitted uses of County Data.
Commented [JC37]: Refer to UKG’s EULA for relevant
provisions addressing permitted uses of County Data.
Commented [TS38]: This is a commercial SaaS software
solution. UKG's policies are designed in accordance with UKG’s policies for our entire customer base. Upon request, UKG can provide the County with relevant material
information through UKG’s Customer Due Diligence
Package, so that the County may determine whether UKG is in compliance with its policies. With respect to UKG’s
information security practices, UKG Pro is audited against the AICPA/SSAE 18 SOC 2 Trust Principles, and has
achieved ISO 27001, 27017 & 27018 Certifications.
2593
obligations. Contractor shall allow for and contribute to audits conducted by County, or third-party auditor mandated by County, so long as said third party auditor is acceptable to Contractor, under the following parameters:
4.2.1. County may elect to conduct an audit not more than once within any 12-month period at no cost to County. Any such audits shall be limited to a robust customer due diligence package consisting of details on Contractor’s information security/risk practices and reasonable access to knowledgeable personnel to discuss the controls in place, including a meeting at Contractor’s corporate headquarters. In the event County requests support or information beyond the content described above, or requests Aany additional audits within the same 12-month period, then, upon County’s audit request, the Parties will mutually agree on the terms of the audit plan, which shall include details regarding the scope, duration, and scheduling of the audit and shall be subject to a reasonable fees;
4.2.2. Third-party auditors mandated by County shall enter into confidentiality agreements with Contractor that are no less restrictive than those set out in this Agreement;
4.2.3. County provides reasonable prior notice of such request for an audit;
4.2.4. County ensures such audit shall not be unreasonably disruptive to Contractor’s business; and
4.2.4.1.1. Neither County nor its auditors shall be permitted to make unaccompanied site visits or to logically access Contractor’s IT systems
5. Confidential Information
5.1. Contractor’s employees, agents, and subcontractors may have access to confidential data maintained by County to the extent necessary to carry out Contractor's responsibilities under the Agreement. Contractor shall presume that all information received pursuant to the Agreement is confidential unless otherwise designated by County. If it is reasonably likely Contractor will have access to County’s confidential information, then:
5.1.1. Contractor shall provide to County a written description of Contractor's policies and procedures to safeguard confidential information;
5.1.2. Policies of confidentiality shall address, as appropriate, information conveyed in verbal, written, and electronic formats;
5.1.3. Contractor must designate one individual who shall remain the responsible authority in charge of all data collected, used, or disseminated by Contractor in connection with the performance of the Services; and
5.1.4. Contractor shall provide adequate supervision and training to its agents, employees, and subcontractors to ensure compliance with the terms of the Agreement.
5.2. The private or confidential data shall remain the property of County at all times. Some services performed for County may require Contractor to sign a nondisclosure agreement.
Contractor understands and agrees that refusal or failure to sign such a nondisclosure agreement if required, may result in termination of the Agreement.
5.3. No confidential data collected, maintained, or used in the course of performance of the Services shall be disseminated except as authorized by law and with the written consent of County, either during the period of the Agreement or thereafter. Any data supplied to or created by Contractor shall be considered the property of County. Contractor shall return any and all data collected, maintained, created, or used in the course of the Commented [TS39]: UKG maintains a Customer Audit
Program, where we inform and provide Customers with
assurances of UKG’s information security and risk
management practices, through our Customer Due Diligence Package, in support of Customer’s due diligence
efforts. Should Customer’s need information beyond the
Customer Due Diligence Package and reasonable access to knowledgeable personnel to discuss the controls in place, then the parties will mutually agree on an audit plan, and UKG will reasonably support the Customer in their due
diligence efforts.
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performance of the Services, in whatever form it is maintained, promptly at the request of County.
5.4. In the event that a subpoena or other legal process is served upon Contractor for records containing confidential information, Contractor shall promptly notify County and cooperate with County in any lawful effort to protect the confidential information.
5.5. Contractor shall immediately report to County any unauthorized disclosure of confidential information.
5.6. Contractor’s confidentiality obligation under the Agreement shall survive termination of the Agreement.
6. Termination
6.1. Following the termination or expiration of this Agreement, Contractor shall offer transition assistance, which may include, to the extent practicable, an export of County Data from the applicable Application or Instance. To the extent Contractor makes available to County an Application Program Interface (API) or other means to assist with such transition, the API shall be Contractor’s Confidential Information, and County is granted a personal, nonsublicensable, nonexclusive, non-transferable, limited license to use the API solely for County’s internal use for exporting County’s content from the existing system to the new County system. County shall not (a) copy, rent, sell, disassemble, reverse engineer, or decompile (except to the limited extent expressly authorized by applicable statutory law), modify, or alter any part of the API, or (b) otherwise use the API on behalf of any third party. The API license shall automatically terminate in the event County breaches this Section or immediately upon notice from Contractor.
6.2. Upon termination of this Agreement and transfer of data to County, Contractor shall sanitize/erase, destroy, and render unrecoverable all County Data still in its possession and certify in writing, upon request, that these actions have been completed within thirty (30) days of the termination of this Agreement and transfer of data or within seven (7) days of the request of an agent of County, whichever shall come first. At a minimum, a “Clear” media sanitization is to be performed according to the standards enumerated by the National Institute of Standards, Guidelines for Media Sanitization, SP800-88, Appendix A (http://csrc.nist.gov/) or other generally accepted guidelines for the secure deletion of data.
6.3. In order to protect the interests of the public, Contractor agrees that upon termination of this Contract for any reason, it shall provide sufficient efforts and cooperation to ensure an orderly and efficient transition of services to County or another contractor. Contractor shall provide full disclosure to County and third-party contractor of the equipment, Software, Licenses, and Services required to perform for County. Contractor shall transfer licenses or assign agreements for any Software or third-party services used to provide the Services to County or to another contractor.
Further, in the event that County has entered into or enters into agreements with other contractors for additional work related to services rendered under the Contract, Contractor agrees to cooperate fully with such other contractors. Contractor shall not commit any act, which will interfere with the performance of work by any other contractor.
Commented [JC40]: Refer to Effect of Termination in
UKG’s EULA provided as part of its response.
Commented [JC41]: See UKG EULA for “Effects of
Termination” and the scope of UKG’s post-termination
support. All other efforts and cooperation would be subject to a mutually agreed upon Statement of Work, including any associated costs.
Field Code Changed
Commented [TS42]: The County is the controller of its
data input within the application. Upon termination of the contract, the County would be provided with an access
window (generally 30 days) to extract their data from the application. Once, that extraction window passes, UKG
would lock the County’s company records within the
application, revoking the County’s ability to access the environment. Following this period, UKG would delete
confidential County data from the environment in
accordance with generally accepted guidelines for the secure deletion and sanitization of data. Final deletion of County Data will be completed when the last backup that contained County Data is securely overwritten within the Service.
Commented [JC43]: See UKG EULA for “Effects of
Termination” and the scope of UKG’s post-termination
support. All other efforts and cooperation would be subject to a mutually agreed upon Statement of Work, including any associated costs.
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Exhibit “10-A” Change Control Definitions and Process
1. Change Control Definitions and Process
Project scope and schedule changes to Exhibit “4” Vendor’s Statement of Work shall be addressed through this Change Control Process using Exhibit “10-B” Change Order Form. Any changes shall be documented, reviewed, and mutually agreed upon by the Parties. The Change Order Form shall document the scope of work and a fee. Implementation of the change shall be factored into the initial project plan and a modified completion date for the project will be detailed, if necessary. The hourly bill rate for all change orders is $ USD.
2. Change Control Definitions
a. “Change Control” describes the process for managing potential project changes. b. “Change Request” is an informal request by Customer or Vendor to modify the scope, schedule, and/or budget of the Professional Services to be provided pursuant to SOW-#.
c. “Change Order” is a formal amendment to SOW-#.generated by Vendor signed by both parties.
3. Change Control Process
The following provides a summary of the process to follow if a change to this SOW is desired:
a. Customer or Vendor submits a written (email acceptable) Change Request including the following:
i. change description, detailing what is to be amended from this SOW ii. rationale for the change
iii. impact the change may have on the Professional Services b. Both Customer and Vendor review the Change Request to determine the merits of the request and the impact of on the fees, schedule, scope, and other terms and conditions of the SOW that may result from the implementation of the Change Request. c. The parties decide either to accept or to reject the change. d. Vendor prepares a Change Order, which includes a description of the applicable changes to scope, estimated fees, planned resources, timeline, and any other terms. e. Vendor submits Change Order to Customer for final review and approval. f. Vendor executes the Change Order and sends to Customer. g. Customer executes the Change Order, and if applicable, generates a purchase order associated with that Change Order.
The Professional Services described in the fully executed Change Order will be performed by Vendor as included as part of the Exhibit “4” Vendor’s Statement of Work. 2596
Exhibit “10-B” Change Order Form
Change Order No. X (“Change Order”) by and between County and Vendor Name (“Vendor”) is subject to all the terms and conditions of Exhibit “4” Vendor’s Statement of Work (“SOW”) in the Agreement between County and Vendor Name dated mm/dd/yyyy.
The Parties agree to revise the scope and budget of the SOW as follows:
1. Change Order Summary
This Change Order is necessary to redefine the requirements to accommodate changes requested by the County for <insert description here>.
2. Tasks Removed from Scope
The tasks below have been removed from the scope of the project:
# Task
1 2
3 3. Tasks Added to Scope
The tasks below are added to the scope of the project:
# Task
1 2
3 4. Estimated Hours
The Change Order represents an update to the Budgetary Guidance set forth in SOW-X as follows:
Change Order Scope Estimated Time
to Complete (in
hours)
1 2
3 2597
Totals Hours:
5. Change Order Effect on SOW-X Scope Hours and Cost
Original
SOW
Budgetary
Guidance
Original
Project
Scope
Hours
Chang
e
Order
#
Increase
(Decrease)
Hours
Increase
(Decrease)
Cost
New
Project
Scope
Hours
New Project
Budget
Total Project Hours and Budget
6. Change Order Payment Terms
Actual professional services under this Change Order will be billed at an hourly rate of at $xxx.xx USD and invoiced monthly with net 30 payment terms.
If no Bill Rate is provided above, billing for actual professional services under this Change Order will be agreed to by the Parties and will include:
Bill Rate
Invoice Frequency
Net Payment Terms
If travel and expenses (T&E) are expected, details are included in this formal Change Order and will be agreed to and executed between the Parties. 2598
Exhibit “11-A” Contractor Affidavit and Agreement
CONTRACTOR AFFIDAVIT AND AGREEMENT
By executing this affidavit, the undersigned Contractor verifies its compliance with O.C.G.A. § 13-10-91, stating affirmatively that the individual, firm or corporation which is contracting with Cobb County, Georgia, has registered with, is authorized to use, and is participating in a federal work authorization program (an electronic verification of work authorization program operated by the U.S. Department of Homeland Security or any equivalent federal work authorization program operated by the U.S. Department of Homeland Security to verify information of newly hired employees, pursuant to the Immigration Reform and Control Act of 1986 (IRCA)). The undersigned Contractor further attests that it will continue to use the federal Employment Eligibility Verification (EEV) work authorization program throughout the Contract period.
The undersigned further agrees that should it employ or contract with any subcontractor(s) or should its subcontractor(s) employ other subcontractor(s) for the physical performance of services pursuant to the contract with Cobb County, Georgia, the contactor or subcontractor will:
(1) Notify County within five business days of entering into a contract or agreement for hire with any subcontractor(s);
(2) Secure from any subcontractor(s) and/or their subcontractor(s) verification of compliance with O.C.G.A. § 13-10-91 on the attached Exhibit “11-B” Subcontractor Affidavit and Agreement prior to the commencement of any work under the contract/agreement; (3) Secure from any subcontractor(s) and/or their subcontractor(s) a completed Exhibit “11-C” Immigration Compliance Certification prior to the commencement of any work under the contract/agreement;
(4) Provide the subcontractor(s) with legal notice that Cobb County, Georgia, reserves the right to dismiss, or require the dismissal of, any Contractor or subcontractor for failing to provide the affidavit and/or for failure to comply with the requirements referenced in the affidavit; (5) Maintain records of such compliance for a period of five (5) years and provide a copy of each such verification to Cobb County, Georgia, at the time the subcontractor(s) is retained to perform such services or upon any request from Cobb County, Georgia; and (6) Allow the audit or review of records of compliance by County upon request.
EEV (E-Verify) Program Number EEV Program Date of Authorization BY: Authorized Officer or Agent Contractor Business Name [Contractor Name]
Printed Name Date
SWORN AND SUBSCRIBED BEFORE ME
ON THIS THE DAY OF , 202_
Commission Expires: Version 09-20-2013
2599
Exhibit “11-B” Subcontractor Affidavit and Agreement
SUBCONTRACTOR AFFIDAVIT AND AGREEMENT
By executing this affidavit, the undersigned subcontractor verifies its compliance with O.C.G.A. § 13-10- 91, stating affirmatively that the individual, firm or corporation which is engaged in the physical performance of services on behalf of Cobb County, Georgia, has registered with, is authorized to use, and is participating in a federal work authorization program (an electronic verification of work authorization program operated by the U.S. Department of Homeland Security or any equivalent federal work authorization program operated by the U.S. Department of Homeland Security to verify information of newly hired employees, pursuant to the Immigration Reform and Control Act of 1986 (IRCA)). The undersigned subcontractor further attests that it will continue to use the federal Employment Eligibility Verification (EEV) work authorization program throughout the contract period.
The undersigned further agrees that should it employ or contract with any subcontractor(s) or should its subcontractor(s) employ other subcontractor(s) for the physical performance of services pursuant to the contract with Cobb County, Georgia, the contactor or subcontractor will:
(1) Notify County within five business days of entering into a contract or agreement for hire with any subcontractor(s);
(2) Secure from any subcontractor(s) and/or their subcontractor(s) verification of compliance with O.C.G.A. § 13-10-91 on the Exhibit “11-B” Subcontractor Affidavit and Agreement prior to the commencement of any work under the contract/agreement;
(3) Secure from any subcontractor(s) and/or their subcontractor(s) a completed Exhibit “11-C” Immigration Compliance Certification prior to the commencement of any work under the contract/agreement;
(4) Provide the subcontractor(s) with legal notice that Cobb County, Georgia, reserves the right to dismiss, or require the dismissal of, any Contractor or subcontractor for failing to provide the affidavit and/or for failure to comply with the requirements referenced in the affidavit; (5) Maintain records of such compliance and provide a copy of each such verification to Cobb County, Georgia, at the time the subcontractor(s) is retained to perform such services or upon any request from Cobb County, Georgia; and
(6) Maintain such records for a period of five (5) years.
EEV (E-Verify) Program Number EEV Program Date of Authorization BY: Authorized Officer or Agent Subcontractor Business Name [Subcontractor Name]
Printed Name Date
SWORN AND SUBSCRIBED BEFORE ME
ON THIS THE DAY OF , 202_
Commission Expires: Version 09-20-2013
2600
Exhibit “11-C” Immigration Compliance Certification
EMPLOYER IMMIGRATION COMPLIANCE CERTIFICATION
(To be completed by Contractor and all subcontractors prior to contract initiation, every six months after commencement of work, and at any time there is a change in personnel assigned to the Project.) I certify to the Cobb County Board of Commissioners that the following employees will be assigned to the <…>:
I further certify to Cobb County, Georgia the following:
1. The E-Verify program was used to verify the employment eligibility of each of the above-listed employees hired after the effective date of our contract to use the program;
2. We have not received a Final Nonconfirmation response from E-Verify for any of the employees listed;
3. If we receive a Final Nonconfirmation response from E-Verify for any of the employees listed above, we will immediately terminate that employee’s involvement with the Project;
4. I have confirmed that we have an I-9 on file for every employee listed above and that to the best of my knowledge all the I-9s are accurate;
5. To the best of my knowledge and belief, all of the employees on the above list are legally authorized to work in the United States;
6. If any other employee is assigned to this Cobb County project, a certification will be provided for said employee prior to the employee commencing work on the Project.
To the best of my knowledge and belief, the above certification is true, accurate and complete.
Sworn to by: Employer Name & Address:
Signature of Officer
Printed Name/Title
Date
SWORN AND SUBSCRIBED BEFORE ME
ON THIS THE DAY OF , 202_
Commission Expires: Version 09-20-2013
2601
Exhibit “12” Conflict of Interest Affidavit
As a duly authorized representative of Vendor Name (“Vendor”), I, <insert affiant’s name>, <insert affiant’s title>, certify that to the best of my knowledge that Vendor did not engage in any activity or conduct that would result in a violation of the Cobb County Code of Ethics or any other similar law or regulation, that no circumstances exist that will cause a conflict of interest in performing services for Cobb County, Georgia, that no employee of Cobb County, nor any public agency official or employee affected by this Agreement has any pecuniary interest in the business of this firm, associates or consultants of this firm, or the firm’s parent firm, subsidiary, or other legal entity of which this firm is a part, and that no person associated with or employed by this firm has any interest that would conflict in any way, manner or degree with the performance of services for Cobb County, Georgia.
Signature
Printed Name and Title
Date
Subscribed and sworn before me
on this the day of , 20 .
Notary Public
My Commission Expires:
2602
61 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024
APPENDIX 6 – EXHIBIT F: FEDERAL FUNDS CERTIFICATIONS
If and when federal funding is intended to be used by a Participating Public Agency, UKG will review and discuss the applicability of the various FARs to the specific transaction with such Participating Public Agency and incorporate such provisions in the contract with the Participating Public Agency as appropriate.
2603
62 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024 2604
63 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024 2605
64 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024 2606
65 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024 2607
66 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024 2608
67 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024 2609
68 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024 2610
69 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024 2611
70 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024 2612
71 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024 2613
72 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024 2614
73 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024 2615
74 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024 2616
75 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024 2617
76 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024 2618
77 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024 2619
78 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024 2620
79 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024 2621
80 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024 2622
81 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024 2623
82 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024 2624
83 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024 2625
84 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024 2626
85 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024 2627
86 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024 2628
87 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024 2629
88 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024 2630
89 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024 2631
90 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024
APPENDIX 7 – EXHIBIT G: NEW JERSEY BUSINESS COMPLIANCE
NEW JERSEY BUSINESS COMPLIANCE
Suppliers intending to do business in the State of New Jersey must comply with policies and procedures required under New Jersey statues. All offerors submitting proposals must complete the following forms specific to the State of New Jersey. Completed forms should be submitted with the offeror’s response to the RFP. Failure to complete the New Jersey packet will impact OMNIA Partners’ ability to promote the Master Agreement in the State of New Jersey. 2632
91 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024
Exhibit G - DOC #1: Ownership Disclosure Form
2633
92 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024 2634
93 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024 2635
94 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024
Exhibit G - DOC #2: Non-Collusion Affidavit
2636
95 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024 2637
96 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024 2638
97 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024
Exhibit G - DOC #3: Affirmative Action Affidavit
2639
98 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024 2640
99 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024 2641
100 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024 2642
101 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024 2643
102 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024 2644
103 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024
Exhibit G - DOC #4: Political Contribution Disclosure Form 2645
104 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024 2646
105 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024 2647
106 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024 2648
107 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024 2649
108 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024
Exhibit G - DOC #5: Stockholder Disclosure Certification 2650
109 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024 2651
110 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024
Exhibit G - DOC #6: Disclosure of Investment Activities in Iran 2652
111 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024 2653
112 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024
Exhibit G - DOC #7: Certification of Non‐Involvement in Prohibited Activities in Russia/Belarus
2654
113 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024 2655
114 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024
Exhibit G - DOC #8: New Jersey Business Registration Certificate 2656
115 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024
Exhibit G - DOC #9: EEOAA Evidence
2657
116 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024 2658
117 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024 2659
118 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024 2660
119 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024 2661
120 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024
Exhibit G - DOC #10: MacBride Principals Form
2662
121 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024 2663
122 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024
APPENDIX 8 – UKG ADDITIONAL AGREEMENTS
2664
123 UKG Kronos Systems LLC Proposal in Response to Cobb County Human Resource Systems and Related Products and Services, Sealed Proposal # 24-6833 August 8, 2024
EULA Public Sector MSA
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UKG Kronos Systems, LLC Commercial Terms and Conditions These Public Sector Master Terms and Conditions (this “Agreement”) apply to UKG Software as a Services offerings, Equipment and other related Services that are ordered from the Contractor under the Contractor Contract with the Ordering Activity. If Ordering Activity is not the United States Federal Government (“Federal”) or a Federal Agency, as well as state, local, or public education entities created by the Applicable Laws (including constitution or statute) of the applicable state (“SLED”), the UKG Master Services Agreement, which is generally available at https://www.ukg.com/msa (or other such titled written or electronic agreement addressing the same subject matter) shall apply. The Agreement posted on the date Customer signs the applicable Order or Statement of Work will apply for the duration of the Order or Statement of Work; however, UKG reserves the right to change the Master Services Agreement posted on this URL from time to time, but such change will not affect then existing Orders or Statements of Work. Archived Master Services Agreements can be found at:
1. Services
1.1 Subscription Services. The Subscription Services will be identified in the Order. During the Initial Term and all applicable Renewal Terms defined in the Order, UKG will provide the Subscription Services to Customer and Customer may use such Subscription Services solely for its internal business purposes to manage the type and number of its employees subject to and conditioned on payment by Contractor of all fees and Customer’s compliance with this Agreement, the Documentation, and the Order. Customer agrees that its purchases are not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by UKG regarding future functionality or features.
1.2 Support Services. UKG shall maintain a trained and knowledgeable staff capable of providing support for the Subscription Services. UKG will use commercially reasonable diligence to correct reproducible errors when reported to UKG and provide phone, email, or online support 24 hours a day / 7 days a week as set forth in the UKG Support Policy located in the applicable Services Description and also available at https://www.ukg.com/saas-support-policies-andservices. UKG will also provide scheduled and periodic enhancements and modifications to the Subscription Services, including bug fixes, to correct reproducible errors reported to UKG.
1.3 Professional Services. UKG will provide the Professional Services listed in the Order, in accordance with the applicable Statement of Work. If Customer requests additional Services that were not previously identified on an Order or Statement of Work, then the Parties may need to execute additional Orders or Statements of Work.
1.4 Training Services. In connection with a Subscription Service, UKG will provide (a) live virtual training facilitated by a knowledgeable instructor and delivered remotely via a published schedule intended for (i) the core team to help key functional and technical users make informed solution design and configuration decisions and to provide fundamental product knowledge, and (ii) an application and system administrator to prepare functional and technical super users to perform their most common tasks in the solution; and (b) self-paced product training. Training Services outside the scope of this section shall be provided by UKG as described in the Order and Statement of Work.
2. Acknowledgements
2.1 Reservation of Rights. The Subscription Services are provided with a limited right to use and are not sold, and UKG reserves and retains all rights not expressly granted in this Agreement. UKG has and shall maintain sole and exclusive ownership of all rights, title, and interests in the Services and Documentation, and all modifications and enhancements thereof (including ownership of all trade secrets, copyrights, trademarks, brands, and other intellectual property rights pertaining thereto). There will be no “work for hire” created as part of the Services or any deliverables owned by Customer, and all works, customizations, models, and developments created by UKG shall be considered a part of the Services.
2.2 Use Restrictions. Except as expressly provided in this Agreement, no other use of the Subscription Services is permitted. Customer may not, and may not cause or permit others to: (a) reverse engineer, disassemble, adapt, translate, or decompile the Subscription Services, including, without limitation, any third party components, or otherwise attempt to derive source code, trade secrets, or knowhow from the Subscription Services; (b) license, sell, transfer, assign, distribute, or outsource use of the Subscription Services or Documentation, or provide service bureau, data processing, or time sharing access to the Subscription Services, or otherwise use the Subscription Services to provide payroll or human resource record keeping for third parties; (c) create Internet "links" to the Subscription Services or "frame" or "mirror" the Subscription Services on any other server, or wireless or Internet-based device; (d) access or use the Subscription Services or Documentation to build or support, directly or indirectly, products or services competitive to UKG; (e) interfere with or disrupt the integrity or performance of any Subscription Services or any data contained therein; (f) attempt to gain unauthorized access to any Subscription Services or its related data, systems, or networks; or (g) remove or alter any proprietary notices or marks on the Subscription Services or Documentation.
2.3 Customer Feedback. Customer has no obligation to provide UKG with any suggestion, enhancement request, recommendation, evaluation, correction, or other feedback about the Services (“Feedback”), but if it does, Customer grants to UKG and its affiliates a worldwide, perpetual, irrevocable, royalty-free license to use, copy, modify, distribute, 2666
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disclose, create derivative works, and make and incorporate such Feedback into its Services for any purpose. UKG has no obligation to incorporate or apply any Feedback to the Services.
2.4 Consent to Subcontract. Customer hereby consents to UKG subcontracting Services to persons or companies qualified by UKG to provide Services on UKG’s behalf. UKG may also fulfill its obligations related to certain Services through its affiliates. UKG shall be responsible for the actions of its subcontractors and Affiliates.
2.5 Compliance with Laws. UKG shall comply with Applicable Laws in performing its obligations hereunder. Customer shall comply with Applicable Laws when using the Services and remains solely responsible for its compliance with Applicable Laws, including, but not limited to, with respect to the configuration and use of the Services and regardless of whether UKG provides assistance with Customer compliance matters. Customer acknowledges that the specific record retention requirements established under Applicable Laws relating to Customer are the responsibility of Customer and not UKG.
2.6 Upgrades and Modifications.
2.6.1 Upgrades. Customer acknowledges that the Subscription Services may change at any time as required by changes to normal business conditions. It is further understood by Customer that any changes to the Subscription Services will be applicable to all UKG customers utilizing the Subscription Services and such changes will not materially diminish the functionality of the Subscription Services.
2.6.2 Modifications. UKG may unilaterally revise its Master Services Agreement (“MSA") terms if they are not material. For revisions that will materially change the terms of the Agreement, the revised MSA terms must be incorporated into the Agreement which will be published. Any MSA terms or conditions unilaterally revised that are inconsistent with any material term or provision of this Agreement shall not be enforceable against the Customer, and the Customer shall not be deemed to have consented to them.
2.7 Acceptable Use. Customer will use the Subscription Services in full compliance with the Acceptable Use Policy attached as Exhibit 1 and which could be found in http://www.ukg.com/acceptable-use-policy (“Acceptable Use Policy”), which requires Customer not to (a) use, or encourage, promote, facilitate or instruct others to use, the Services for any illegal, harmful or offensive use, or to transmit, store, display, distribute or otherwise make available content that is illegal, harmful, or offensive, (b) use the Services to violate the security or integrity of any network, computer or communications system, software application, or network or computing device, (c) interfere with or fail to cooperate with any UKG investigation of a security incident involving any UKG system, infrastructure or customer data, (d) make network connections to any users, hosts, or networks unless Customer has permission to communicate with them, and (e) use the Service to distribute, publish, send, or facilitate the sending of unsolicited mass e-mails or other messages.
2.8 Access Credentials. Except as otherwise provided herein, Customer will not provide any third party with access credentials to the Subscription Services and will safeguard and compel all users to safeguard the access credentials.
Customer will be responsible for all acts and omissions of its users. Customer will notify UKG promptly if it learns of any unauthorized use of any access credentials or any other known or suspected breach of security. If Customer allows use of the Subscription Services by any of its departments or public agencies which Customer controls without requiring such department or public agency to execute a separate Order with UKG to establish its own tenant environment, then Customer will be fully responsible and liable for all use and misuse of the Subscription Services by such Affiliate, and will fully cooperate with UKG in enforcing all of its rights to, interests in, and protection of the Services, including in seeking equitable remedies against any Affiliate that breaches this Agreement. Customer may also allow use of the Subscription Services by its legally bound contractors, provided such use is solely on Customer’s behalf, is strictly in compliance with the terms and conditions of this Agreement, Customer at all times remains in control of and retains management over the Subscription Services, and Customer is liable for all breaches of this Agreement by such contractor. Customer authorizes UKG to provide such Customer contractors access to the Subscription Services.
2.9 Connectivity. Customer is responsible for securing, paying for, and maintaining connectivity to the Subscription Services from Customer’s location(s) via the internet, including any and all related hardware, software, third party services, and related equipment and components for such connectivity. Customer agrees that UKG will have no liability for such connectivity and Customer will not be excused from any of its obligations under the Agreement due to the quality, speed, or interruption of the communication lines from the Customer’s location(s) to the internet.
3. Fees and Taxes
UKG understands that Customer may be subject to Applicable Laws governing payment, including availability of funds, timing of payments, late payment interest penalties, and taxes.
3.1 Fees. Customer will pay the fees on the payment terms and in the currency indicated in the Order. For each Order, the billing period of the fees will start on the Billing Start Date as set forth in the Order and will continue for the time period indicated as the Initial Term and all Renewal Terms, each as defined on the Order. Customer is responsible to pay for the Services for the entire Initial Term and each Renewal Term. UKG may increase the fees as set forth in the Order.
The increased fees will be set forth in the applicable invoice. Except as otherwise specified in the Order and this Agreement (a) subscription fees are based on Subscription Services purchased and not time of actual usage; (b) 2667
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minimum quantities purchased cannot be decreased during the relevant subscription term; (c) additional quantities may be purchased; and (d) payment obligations are non-cancelable and fees paid are non-refundable.
3.2 Taxes. This section applies only if Customer has not provided with a valid tax exemption certificate authorized and honored by applicable taxing authorities that covers all Taxes. The fees exclude, and Customer will be responsible for, all applicable sales, use, excise, withholding, VAT, and any other similar taxes, duties and charges of any kind imposed by any governmental entity in connection with the Services (excluding taxes based solely on UKG's income)(“Taxes”).
3.3 Late Payment. Any invoices not reasonably disputed in writing within thirty (30) days from the date of receipt will be deemed undisputed and due. All undisputed invoices not paid within thirty (30) days after the date such amounts are due and payable may accrue interest at a rate up to the maximum allowable by applicable law. Customer will reimburse UKG for any additional reasonable cost incurred by UKG in connection with collecting any amounts payable under this Agreement. If Customer is more than thirty (30) days overdue in its payment of an undisputed amount due, then UKG reserves the right to suspend the Services provided under the applicable Order, but only until such payment is made to UKG and provided that UKG gives Customer at least ten (10) business days prior written notice of the overdue amount before UKG suspends the Services. Upon payment in full of all overdue amounts, UKG will restore the Services.
4. Data, Security and Privacy
4.1 Ownership of Customer Data. Customer shall retain ownership of all rights, title, and interests in and to Customer Data.
No ownership rights in Customer Data will transfer to UKG. UKG will maintain backup copies of Customer Data, but Customer is responsible for maintaining backup copies of all data and information that Customer inputs into the Services or otherwise provides to UKG.
4.2 Use of Customer Data. Consistent with common SaaS industry practices and in accordance with Applicable Laws, UKG collects Customer Data to keep Services regularly up to date with appropriate market standards and security. All Customer Data collected is used solely for the purpose of providing and improving the Services and enhancing the customer experience with new functionalities.
4.3 Collection of Personal Information. Services may employ applications and tools that collect and process Personal Information that may be required by UKG to provide the requested Services or functionality included in or related to those Services. If Customer wishes to stop the collection and processing of Personal Information, Customer may need to uninstall or discontinue using certain Services.
4.4 Data Privacy and Security. Each Pa agree to comply with Applicable Laws in its processing of Personal Information.
UKG and its subprocessors will process Personal Information in accordance with UKG’s DPA (United States) located in Exhibit 2. All Customer Data will be secured and protected as set forth in the Technical and Organizational Measures of UKG’s DPA.
4.5 Monitoring. UKG may monitor and analyse the use of its Subscription Services, which may capture information concerning security and how often Customers use the application, the events that occur within the application, aggregated usage, performance data, and access locations. The Subscription Services will collect usage statistics, telemetry, and other data from Customer, such as mobile number, email address, IP address, and other unique verification identifier, for the purposes of enabling multifactor authentication; providing, operating, maintaining, customizing, and improving the Subscription Services and its security; developing new or different functionalities; and benchmarking, modelling, and training.
5. Confidentiality
5.1 Definition. “Confidential Information” is any non-public information relating to a Party that is disclosed pursuant to any Order or this Agreement, and which reasonably should be understood by the recipient of such information to be confidential because of (a) legends or other markings; (b) the circumstances of the disclosure; or (c) the nature of the information itself.
5.2 Exceptions. Information will not be considered Confidential Information if the information was (a) in the public domain without any breach of this Agreement; (b) disclosed to the receiving Party on a non-confidential basis from a source lawfully in possession of such Confidential Information and, to the knowledge of the receiving Party, is not prohibited from disclosing such Confidential Information to receiving Party; (c) released in writing from confidential treatment by disclosing Party; or (d) is independently developed by the receiving Party without use of or reference to the Confidential Information.
5.3 Nondisclosure. Except as expressly permitted in this section, neither Party will disclose the other Party’s Confidential Information to any third party.
5.4 Protection. Each Party will secure and protect the Confidential Information of the other Party with a reasonable standard of care commensurate with the sensitivity of such Confidential Information and using precautions that are at least as 2668
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stringent as it takes to protect its own Confidential Information of like nature, but no less than reasonable precautions.
5.5 Use. Each Party will only use the Confidential Information of the other Party as expressly permitted by or as required to exercise their rights, duties, and obligations under this Agreement.
5.6 Disclosure Exceptions. Confidential Information may be shared with and disclosed to (a) any Affiliate, subcontractor, or other third party who has a need to know to enable the receiving Party to exercise its rights or perform its obligations in connection with this Agreement and have non-disclosure obligations at least as stringent as the confidentiality provisions of this Agreement that apply to the Confidential Information; or (b) any court or governmental agency of competent jurisdiction, pursuant to a subpoena, order, civil investigative demand or similar process with which the receiving Party is legally obligated to comply, and of which the receiving Party notifies disclosing Party as required by a legal process, including in connection with any proceeding to establish a Party’s rights or obligations under this Agreement (provided however that, when permitted by Applicable Law, a Party will give the other reasonable prior written notice so that the disclosing Party has an opportunity to contest any disclosure required by a legal process).
5.7 FOIA/Public Disclosure Laws. Notwithstanding any confidentiality obligations in the Agreement, UKG acknowledges that Customer may be compelled to disclose Confidential Information pursuant to the Federal Freedom of Information Act and any state equivalents or other open-records or public disclosure Applicable Laws. Customer may disclose such information to third parties upon written request to the extent compelled by such Applicable Laws; provided that, prior to any such disclosure, Customer provides prior written notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at UKG’s cost, if UKG wishes to limit or contest the scope of the disclosure in whole or in part.
6. Warranty
6.1 Mutual Warranties. Each Party hereby warrants that (a) it has the full right and authority to enter into this Agreement; and (b) the performance of its obligations and duties under this Agreement does not conflict with or result in a breach of any other agreement of such Party or any judgment, order, or decree by which such Party is bound.
6.2 Subscription Services Warranty. UKG warrants that the Subscription Services will substantially conform with the Documentation and that the functionality of the Subscription Services will not be materially diminished or adversely modified. In the event of a breach of the warranty described in this Section, as Customer’s exclusive remedy and UKG’s sole obligation, at UKG’s cost, UKG will make commercially reasonable efforts to remedy such breach, provided that if UKG cannot substantially remedy such breach, then Customer may terminate the affected Subscription Services in accordance with Section 7.2.2. Customer agrees to report any non-conformance of the Subscription Services within thirty (30) days of its discovery and provide UKG with reasonable information and assistance to enable UKG to reproduce or verify the non-conforming aspect of the Subscription Services.
6.3 Professional, Support, and Training Services Warranty. UKG warrants that the Professional Services, Support Services, and Training Services will be performed by qualified personnel in a good and professional manner. In the event UKG breaches the warranty described in this Section, as Customer’s exclusive remedy and UKG’s sole obligation, UKG will reperform the deficient Professional, Support, or Training Service, at UKG’s cost, provided that if UKG cannot substantially remedy such breach, then UKG will refund any fees prepaid by Customer for the affected Services.
Customer must report any deficiencies in such Services, including Professional Services, within thirty (30) days of the completion of the Services.
6.4 Disclaimer. TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, UKG DISCLAIMS ALL OTHER WARRANTIES
NOT SET FORTH IN THIS AGREEMENT, EITHER EXPRESS OR IMPLIED, INCLUDING ALL WARRANTIES OF MERCHANTABILITY, QUALITY, PERFORMANCE, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, TITLE, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE
PRACTICE, IN CONNECTION WITH THIS AGREEMENT, THE SERVICES, AND ANY PRODUCTS PROVIDED BY UKG. UKG DOES NOT REPRESENT, WARRANT, OR COVENANT THAT THE SERVICES OR ANY OTHER
PRODUCT OR SERVICE PROVIDED HEREUNDER WILL BE UNINTERRUPTED, ERROR-FREE, VIRUS-FREE, OR SECURE. THIS DISCLAIMER OF WARRANTY MAY NOT BE VALID IN SOME JURISDICTIONS AND CUSTOMER MAY HAVE WARRANTY RIGHTS UNDER LAW WHICH MAY NOT BE WAIVED OR DISCLAIMED; HOWEVER, ANY SUCH WARRANTY RIGHTS EXTEND ONLY FOR THIRTY (30) DAYS FROM THE EFFECTIVE DATE OF THIS AGREEMENT (UNLESS AND ONLY TO THE EXTENT SUCH LAW PROVIDES OTHERWISE).
6.5 Customer Warranty. Customer warrants that it has all rights and required consents to provide to UKG Customer Data.
7. Term and Termination
7.1 Term of the Agreement. The term of this Agreement commences on the Effective Date and continues until the stated term in each applicable Order or as otherwise terminated as permitted in this Agreement. At the expiration of the Initial Term, and at the expiration of each Renewal Term, each as indicated on the Order, the Services will automatically renew 2669
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for the duration indicated on the Order as the Renewal Term.
7.2 Types of Termination
7.2.1 Non-renewal. Either Party may terminate any Service identified in an Order upon at least sixty (60) days prior written notice to be effective at the expiration of the then current Initial Term or a Renewal Term.
7.2.2 For Cause. Either Party may terminate this Agreement, or any Service identified in an Order, if the other Party fails to perform any material obligation under this Agreement, and such Party is not able to cure the nonperformance within thirty (30) days of written notice of such default with reasonably sufficient detail regarding the alleged breach, provided that UKG may immediately terminate or suspend Customer’s access to the Services if Customer is in breach of the “Use Restrictions” or “Confidentiality” sections of this Agreement, or the Acceptable Use Policy to prevent further harm. Either Party may immediately terminate this Agreement and all Orders if the other Party has a receiver or similar party appointed for its property, becomes insolvent, acknowledges its insolvency in any manner, ceases to do business, makes an assignment for the benefit of its creditors, or files a petition in bankruptcy. Other than as expressly permitted in this Agreement, or an Order, SOW, or Services Description, neither Party may terminate this Agreement and each Party remains fully obligated to the terms and conditions herein.
7.2.3 For Non-Appropriation of Funds. If Customer is a US Federal, State, or Local governmental entity that relies on funding which is allocated at the federal, state and/or local level to fund the Service in the Agreement, then, to the extent required by law, the following will apply: Customer may terminate the Service in the event of a reduction in appropriations to any fund(s) from which UKG is to be paid for Services ordered under this Agreement but not yet delivered. Customer will provide a ninety (90) day prior written notice in the event of such termination to UKG and Customer agrees to pay for the products delivered and the services performed by UKG prior to the effective date of such notice. In the event of such termination, Customer shall not be entitled to a refund of pre-paid Services, such as the support fees. Customer acknowledges that by executing an Order Form for the Services, Customer has received fiscal appropriations for the amounts due during the Initial or Renewal Term (as applicable) as indicated on such Order.
7.3 Effects of Termination. The following terms apply if an Order is terminated for any reason:
7.3.1 Fees. All fees will be paid by Customer for amounts owed through the effective date of termination, and, if the Order is terminated for UKG’s breach of the Agreement, any fees prepaid by Customer for the Service not rendered prior to the effective date of termination will be credited against Customer’s account, with any remaining amounts refunded to Customer within thirty (30) days of the effective date of termination.
7.3.2 Cessation of Services. UKG will cease to provide the Services to Customer and Customer’s right to use and access the Subscription Services will end as of the effective date of termination. If Customer requires access to the Subscription Services after the effective date of termination or transition assistance, such access and assistance will be subject to mutual agreement and additional fees, under a separate Order or SOW, and will be subject to the terms and conditions of this Agreement.
7.3.3 Deletion of Customer Data. UKG will delete Customer Data after Customer’s rights to access the Subscription Services and retrieve Customer Data have ended, unless otherwise provided under this Agreement, a Services Description, Order, SOW, or another document. UKG will delete Customer Data in a series of steps and in accordance with UKG’s standard business practices for destruction of Customer Data and system backups. UKG has no obligation to retain Customer Data and Customer Data may be permanently deleted as part of UKG’s data management program(s) or practice(s), and in accordance with Applicable Laws.
7.3.4 Confidential Information. UKG and Customer will each return or destroy any Confidential Information of the other Party, with any retained Confidential Information remaining subject to this Agreement.
8. Indemnification
8.1 Claims Against Customer. UKG will defend Customer and Customer’s respective directors, officers, and employees, who are acting on behalf of Customer (“Customer Indemnified Parties”), from and against any and all third party Claims to the extent the Services or Documentation infringe or misappropriate any registered copyright or patent. UKG will indemnify and hold harmless the Customer Indemnified Parties against any liabilities, damages, costs, or expenses (including, without limitation, reasonable attorneys’ fees) actually awarded by a court of applicable jurisdiction to the extent resulting from such third party Claim, or as a result of UKG’s settlement of such third party Claim.
8.2 Mitigation. In the event that a final injunction is obtained against Customer’s use of the Subscription Services by reason of infringement or misappropriation, or if in UKG’s opinion, the use of the Subscription Services is likely to become the subject of a successful Claim of infringement or misappropriation, UKG (at its option and expense) will use commercially 2670
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reasonable efforts to either (a) procure for Customer the right to continue using the Subscription Services as provided in the Agreement; or (b) replace or modify the Subscription Services so that they become non-infringing but remain substantively similar to the affected Subscription Services. Should neither (a) nor (b) be commercially reasonable, either Party may terminate the Agreement and the rights granted hereunder upon written notice, at which time UKG will provide a refund to Customer of any fees paid by Customer for the infringing elements covering the period of their unavailability.
8.3 Exceptions. UKG will have no liability to indemnify or defend Customer to the extent the alleged infringement or misappropriation of the Subscription Services is based on (a) a modification undertaken by Customer, or on behalf of Customer; (b) use other than as expressly permitte by this Agreement or by UKG in writing; or (c) use in conjunction with any equipment, service, or software not provided by UKG, where the Subscription Services would not otherwise infringe, misappropriate, or become the subject of the third party Claim.
8.4 Qualifications. Customer will provide written notice to UKG promptly after receiving notice of a third party Claim. If defense of such third party Claim is materially prejudiced by a delay in providing notice, UKG will be relieved from providing such indemnity to the extent of the delay’s impact on the defense. UKG will have sole control of the defense of any indemnified third party Claim and all negotiations for its settlement or compromise, provided that UKG will not enter into any settlement which imposes any obligations on Customer without the prior written consent of Customer.
Customer will cooperate fully (at UKG’s request and expense) with UKG in the defense, settlement, and compromise of any such action. Customer may retain its own counsel at its own expense, subject to UKG’s rights above.
8.5 Government Control of Defense. If Customer is a US Federal, State, or Local governmental entity, then, to the extent required by law, the following will apply: Any provision of the Agreement requiring UKG to defend or indemnify Customer is hereby amended, solely to the extent required by Applicable Laws, to provide that the U.S. Department of Justice (for a Federal Customer) or applicable State Attorney General’s Office (for a SLED Customer) has the right to represent the respective Federal or SLED entity in litigation and other formal proceedings at its own cost. Subject to approval of the U.S. Department of Justice (for a Federal Customer) or applicable State Attorney General’s Office (for a SLED Customer),if applicable, Customer shall tender defense of action to UKG upon request by UKG.
8.6 This “Indemnification” section states UKG’s sole liability and Customer’s exclusive remedy for all third party Claims and damages.
9. Limitations of Liability
9.1 Monetary Cap. DURING ANY TWELVE (12) MONTH CONTRACT TERM (BEGINNING ON THE EFFECTIVE DATE OF THE APPLICABLE ORDER), UKG’S TOTAL AGGREGATE LIABILITY FOR ANY AND ALL CLAIMS IN
CONNECTION WITH ANY SERVICE SHALL IN NO EVENT EXCEED THE AMOUNT PAID OR PAYABLE BY CUSTOMER TO UKG DURING SUCH TWELVE (12) MONTH CONTRACT TERM FOR THE SERVICE GIVING RISE TO SUCH CLAIM(S).
9.2 Exclusion of Damages. UKG WILL NOT BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES; FOR THE COST OF ACQUIRING SUBSTITUTE OR REPLACEMENT SERVICES; OR FOR ANY LOST OR IMPUTED PROFITS OR REVENUES, BUSINESS INTERRUPTION, LOST
GOODWILL, OR LOST DATA RESULTING FROM OR RELATED TO THE SERVICES OR THIS AGREEMENT, HOWEVER CAUSED; OR ANY DAMAGES TO THE EXTENT CAUSED BY CUSTOMER’S DATA OR APPLICATIONS, CUSTOMER’S ALLOWANCE OF UNAUTHORIZED THIRD PARTY ACCESS, OR CUSTOMER’S INTRODUCTION OF MALICIOUS CODE.
9.3 Applicability of Limitations. THESE LIMITATIONS APPLY FOR ANY REASON, REGARDLESS OF LEGAL THEORY
AND THE REASON LIABILITY IS ASSERTED, EVEN IF UKG HAS KNOWLEDGE OF THE POSSIBILITY OF SUCH DAMAGES AND WHETHER OR NOT SUCH DAMAGES ARE FORESEEABLE. NOTWITHSTANDING ANYTHING TO
THE CONTRARY IN THIS AGREEMENT, NOTHING IN THIS SECTION OR ELSEWHERE IN THIS AGREEMENT
SHALL OPERATE TO EXCLUDE OR LIMIT THE LIABILITY OF ANY PARTY TO THE EXTENT SUCH LIABILITY CANNOT LAWFULLY BE SO LIMITED OR EXCLUDED UNDER APPLICABLE LAW. INSOFAR AS APPLICABLE LAW
PROHIBITS ANY LIMITATION ON LIABILITY HEREIN, THE PARTIES AGREE THAT SUCH LIMITATION WILL BE
AUTOMATICALLY MODIFIED, BUT ONLY TO THE EXTENT SO AS TO MAKE THE LIMITATION COMPLIANT WITH APPLICABLE LAW. THE PARTIES AGREE THAT THE LIMITATIONS ON LIABILITIES SET FORTH HEREIN ARE
AGREED ALLOCATIONS OF RISK AND SUCH LIMITATIONS WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
10. General
10.1 Jurisdiction & Dispute Resolution. This Agreement is governed by and is to be interpreted solely in accordance with the laws of the Commonwealth of Massachusetts, without regard to any conflict of law provision that would result in the application of a different body of law, and each Party agrees to submit to exclusive venue in the courts in Boston, 2671
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Massachusetts in any dispute arising out of or relating to this Agreement. The United Nations Commission on International Trade Law, the United Nations Convention on Contracts for the International Sale of Goods, and the Uniform Computer Information Transactions Act (UCITA) will not apply to this Agreement.
Federal Government Use Provision.
10.1. Federal Government Use Provision. If the ultimate end user is a U.S. federal government entity, then it acknowledges that the Subscription Services, Equipment and Documentation consist of “commercial services” and “commercial products,” as defined in FAR 2.101, consisting of “commercial computer software,” “commercial computer software documentation” and "technical data" as these terms are used in FAR 12.211-12.212 and in DFARS 227.7202, as applicable. All such government end users will comply with these TOU while using Subscription Services, Equipment and Documentation. the rights of the U.S. Government to use, modify, reproduce, release, perform, display, or disclose commercial computer software, commercial computer software documentation, and technical data furnished in connection with the Subscription Services, Equipment and Documentation shall be as provided in this TOU, except that, for U.S. Department of Defense end users, technical data customarily provided to the public is furnished in accordance with DFARS 252.227-7015. If such Customer needs any additional rights, it must negotiate a mutually agreed addendum to these TOU specifically granting those rights.
10.2 Export. Each Party shall comply with the export laws and regulations of the United States and other applicable jurisdictions in providing and using the Services. Without limiting the generality of the foregoing, Customer represents that it is not on any U.S. government denied- party list and it shall not make the Services available to any person or entity that (a) is located in a country that is subject to a U.S. government embargo; (b) is listed on any U.S. government list of prohibited or restricted parties; or (c) is engaged in activities directly or indirectly related to proliferation of weapons of mass destruction.
10.3 UKG’s Employer Obligations. UKG is responsible for compliance with all requirements and obligations relating to its employees under all Applicable Laws including, but not limited to, employer’s obligations under laws relating to: payroll, income tax withholding and reporting; civil rights; equal employment opportunity; discrimination on the basis of age, sex, race, color, religion, disability, national origin, or veteran status; overtime; minimum wage; social security contribution and withholding; unemployment insurance; employer’s liability insurance; worker’s compensation; veteran’s rights; and all other employment, labor, or benefits related laws.
10.4 Human Trafficking and Modern Slavery. UKG shall comply with all Applicable Laws regarding slavery and human trafficking of the state, province, and country/countries in which they are performing the Services and doing business, including, but not limited to, the California Transparency in Supply Chains Act and the United Kingdom Modern Slavery Act.
10.5 E-Verify. To the extent required by Applicable Laws, UKG agrees to utilize the U.S. Department of Homeland Security's E-Verify system, to verify the employment eligibility of all persons assigned by UKG to perform work in the United States pursuant to this Agreement.
10.6 Severability and Waiver. The invalidity or illegality of any provision in this Agreement will not affect the validity of any other provision. All unaffected provisions remain in full force and effect. The waiver of any breach of this Agreement will not constitute a waiver of any subsequent breach or default and will not negate the rights of the waiving Party.
10.7 Surviving Provisions. Provisions in this Agreement which by their nature are intended to survive in the event of a dispute or because their obligations continue past termination of the Agreement, including provisions relating to acknowledgements, reservation of rights, use restrictions, fees, confidentiality, limits of liability, indemnification, and termination, will so survive.
10.8 Assignment. This Agreement cannot be assigned by a Party, whether by operation of law or otherwise, without the prior written consent of the other Party; provided, however, that either Party may assign this Agreement in its entirety (including all Orders and Statements of Work) as part of a merger, acquisition, transfer, or sale of all or substantially all of its assets, stock or business, including to an Affiliate, so long as the assignee agrees to be bound by all of the terms and conditions of this Agreement, the Orders, and Statements of Work. In the event of such an assignment, the non-assigning party shall be entitled to request from the assignee reasonable information to demonstrate that the assignee has the necessary resources and expertise to provide the Service. In no event shall Customer have the right to assign the Agreement to a direct competitor of UKG. This Agreement shall be binding on and inure to the benefit of all permitted predecessors, successors, and assigns of each Party.
10.9 Force Majeure. If an unforeseeable event reasonably beyond the control of either of the Parties arises to prevent a Party from performing its obligations under this Agreement, including, but not limited to, acts of war, terrorism, uprising, acts of nature like earthquakes or floods, measures of any governmental authority in response to pandemics, epidemics or other viral or bacterial outbreaks, civil unrest, embargoes, riots, sabotage, labor shortages, changes in laws or regulations, the failure of the internet or communications via common networks, failure of payment transfer mechanisms (but not lack of funds to make payments), power or system failure, or a delay in transportation (collectively “Force Majeure”), each Party 2672
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will be excused from performance of its obligations under this Agreement, for the duration of the Force Majeure affecting such Party, provided that the affected Party will use reasonable efforts to mitigate the impact of the Force Majeure.
Notwithstanding the foregoing, UKG remains obligated to provide disaster recovery portions of the Services to the extent not also prevented by the Force Majeure.
10.10 Publicity. UKG will not publicize matters relating to Customer’s use of the Services without Customer’s prior consent.
Despite the foregoing, UKG may identify the Customer as a UKG customer and use Customer’s name, trademark, and logo, in any and all media, including without limitation, UKG’s advertising literature, marketing materials, websites, and lists of UKG’s customers; however, such usage shall not be classified as an advertisement but only identification as an entity who receives the Service from UKG. For the avoidance of doubt, this section does not prohibit UKG from referencing Customer's name in a verbal format.
10.11 Notice. When either Party needs to provide notification or consent under this Agreement, those notices and consents must be in writing and considered delivered upon actual receipt. All notices to UKG must be sent to the following:
[email protected] with a copy to EVP Chief Legal Officer, UKG Inc., 900 Chelmsford Street, Lowell, MA 01851. All notices to Customer will be sent to the contact listed on the applicable Order. Notices sent elsewhere will not be considered effective under this Agreement. Any cure period required under this Agreement will begin on the date the notice is received.
10.12 eSignature. Each Party agrees that an eSignature (or a facsimile signature by the authorized representative) is evidence of acceptance of a valid and enforceable agreement.
10.13 No Third Party Beneficiaries. The provisions of this Agreement are for the sole benefit of the Parties and they will not be construed as conferring any rights on any third party nor are there any third party beneficiaries to this Agreement.
10.14 Titles and Headings. Titles and headings of sections of this Agreement are for convenience only and shall not affect the construction of any provision of this Agreement.
10.15 Relationship of the Parties. The Parties are independent contractors. Nothing in this Agreement shall be deemed to constitute a partnership or joint venture between the Parties or constitute any Party to be the agent of the other Party for any purpose.
10.16 Entire Agreement. This Agreement (and any information in referenced herein, including in an exhibit, schedule, attachment, annex, or at any URL) along with any corresponding Order, SOW, and Services Description constitute the entire agreement between the Parties pertaining to each Order. This Agreement supersedes all prior and contemporaneous representations, negotiations, and communications between the Parties relating to the Services and its subject matter. Customer acknowledges that it has not relied upon any such representations, negotiations, and communications, and waives any rights or claims arising from such representations, negotiations, and communications, including any claims for fraud or misrepresentation. This Agreement may only be amended in writing signed by each of the Parties. If Customer uses its own purchase order or similar document, any terms or conditions in such purchase order are null and void. In the event of a conflict between the provisions contained in this Agreement and those contained in an Order, SOW, or Services Description, the following order of precedence shall apply: (1) the Order, (2) this Agreement, (3) Services Description, and (4) the SOW.
11. Definitions
11.1 “Affiliates” means, as to UKG, those entities that are directly or indirectly controlled by UKG Inc.; and as to Customer, those Customer entities that directly or indirectly control, are controlled by, or are under common control with Customer. “Control” (in this context) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and operating policies of the entity in respect of which the determination is being made through the ownership of the majority of its voting or equity securities, contract, or otherwise.
11.2 “Applicable Law(s)” means all laws, codes, legislative acts, regulations, ordinances, administrative rules, rules of court, and court orders applicable to a Party’s respective business.
11.3 “Claim(s)” means any and all notices, charges, claims, proceedings, actions, causes of action and suits.
11.4 “Customer Data” means all content, information, and data Customer inputs into the Subscription Services, including but not limited to Personal Information.
11.5 “Documentation” means the written specifications for the Subscription Services or other documentation published online by UKG on its community pages, such as user manuals and administrator guides, as well as the Services Descriptions.
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11.6 “DPA” means UKG’s U.S. Data Processing Agreement included as Exhibit 2
11.6 “Order” means an order form, agreed by both Parties, which is subject to this Agreement or otherwise references this Agreement, setting out, among other things, the type and quantity of employees that may be managed in the Subscription Services, the term of the Order, price and payment terms of the Services to be provided by UKG, and the fees to be paid by Customer.
11.7 “Party” or “Parties” means UKG or Customer, or both, as the context dictates.
11.8 “Personal Information” means Customer Data related to a Data Subject as defined under U.S Privacy Laws, including “personal information” as defined under the California Consumer Privacy Act (“CCPA”) and any similar terms, such as “personally identifiable information”
11.9 “Professional Services” means the deployment, launch, configuration, implementation, integration, delivery, consulting, managed, and other similar services provided hereunder.
11.10 “Services” means the (a) Subscription Services; (b) Support Services; (c) Professional Services; (d) Training Services; and (e) other services or offerings as set forth in an Order.
11.11 “Services Description” means the supplemental terms applicable to a Subscription Service or other offerings located at http://www.ukg.com/services-descriptions.
11.12 “Statement of Work” or “SOW” means a document executed by both Parties, which is subject to this Agreement and the applicable Order or otherwise references this Agreement, detailing the scope of Professional Services or Training Services, the associated fees, and other applicable terms.
11.13 “Subscription Services” means those UKG software-as-a-service (“SaaS”) applications set forth on the Order, including the UKG data accessible therein, and made available to Customer via a hosted multi-tenant environment to use on a subscription basis.
11.15 “Support Services” means support and maintenance services provided by UKG for the Subscription Services, as described in this Agreement.
11.16 “Training Services” means in person and virtual instructor-led training and courses, including online, on-demand, inproduct, and on-site courses provided by UKG.
11.17 “UKG” means UKG Kronos Systems, LLC., a Massachusetts limited liability company with its principal place of business at 900 Chelmsford Street, Lowell, MA 01851.
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Exhibit 1
Acceptable Use Policy
This Acceptable Use Policy (this “Policy”) describes prohibited uses of the Services. In accordance with the Agreement, Customer agrees to use the Services in accordance with the latest version of this Policy.
1. Prohibited Use.
Customer agrees that it shall not use the Services, nor authorize, encourage, promote, facilitate or instruct others including its authorized users or Affiliates to use the Services as set forth below:
PROHIBITED USE DESCRIPTIONS AND EXAMPLES
(a) No Illegal, Harmful, or
Offensive Use or Content
Customer may not use, or encourage, promote, facilitate or instruct others to use, the Services for any illegal, harmful or offensive use, or to transmit, store, display, distribute or otherwise make available content that is illegal, harmful, or offensive. Prohibited activities or content include, but are not limited to:
• Illegal Activities. Any illegal activities, including advertising, transmitting, or otherwise making available gambling sites or services or disseminating, promoting or facilitating child pornography.
• Harmful or Fraudulent Activities. Activities that may be harmful to others, UKG's operations or reputation, including offering or disseminating fraudulent goods, services, schemes, or promotions (e.g., make-money-fast schemes, ponzi and pyramid schemes, phishing, or pharming), or engaging in other deceptive practices. • Infringing Content. Content that infringes or misappropriates the intellectual property or proprietary rights of others.
• Offensive Content. Content that is defamatory, obscene, abusive, invasive of privacy, or otherwise objectionable, including content that constitutes child pornography, relates to bestiality, or depicts non-consensual sex acts.
• Harmful Content. Content or other computer technology that may damage, interfere with, surreptitiously intercept, or expropriate any system, program, or data, including viruses, Trojan horses, worms, time bombs, or cancelbots.
(b) No Security Violations Customer may not use the Services to violate the security or integrity of any network, computer or communications system, software application, or network or computing device (each, a “System”).
Prohibited activities include, but are not limited to:
• Unauthorized Access. Accessing or using any System without permission, including attempting to probe, scan, or test the vulnerability of a System or to breach any security or authentication measures used by a System. Customer will not perform any security integrity review, penetration test, load test, denial of service simulation or vulnerability scan on any System.
• Interception. Monitoring of data or traffic on a System without permission. • Falsification of Origin. Forging TCP-IP packet headers, e-mail headers, or any part of a message describing its origin or route. This prohibition does not include the use of aliases or anonymous remailers.
• No Use of Robots. Customer will not use any tool designed to automatically emulate the actions of a human user (e.g., robots)
(c) No Network Abuse Customer may not make network connections to any users, hosts, or networks unless Customer has permission to communicate with them. Prohibited activities include, but are not limited to:
• Monitoring or Crawling. Monitoring or crawling of a System that impairs or disrupts the System being monitored or crawled.
• Denial of Service (DoS). Inundating a target with communications requests so the target either cannot respond to legitimate traffic or responds so slowly that it becomes ineffective. • Intentional Interference. Interfering with the proper functioning of any System, including any deliberate attempt to overload a system by mail bombing, news bombing, broadcast attacks, or flooding techniques.
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PROHIBITED USE DESCRIPTIONS AND EXAMPLES
• Operation of Certain Network Services. Operating network services like open proxies, open mail relays, or open recursive domain name servers. • Avoiding System Restrictions. Using manual or electronic means to avoid any use limitations placed on a System, such as access and storage restrictions. (d) No E-Mail or Other Message
Abuse
Customer will not use the Service to distribute, publish, send, or facilitate the sending of unsolicited mass e-mail or other messages, promotions, advertising, or solicitations (like “spam”), including commercial advertising and informational announcements. Customer will not alter or obscure mail headers or assume a sender’s identity without the sender’s explicit permission. Customer will not collect replies to messages sent from another internet service provider if those messages violate this Policy or the acceptable use policy of that provider.
2. Monitoring and Enforcement
UKG reserves the right, but does not assume the obligation, to investigate any violation of this Policy or misuse of the Services.
UKG may:
• investigate violations of this Policy or misuse of the Services; or • remove, disable access to, or modify any content or resource that violates this Policy.
If Customer violates the Policy or authorizes or helps others to do so, UKG may suspend use of the Services until the violation is corrected or terminate the Agreement for cause in accordance with the terms of the Agreement. UKG may modify this Policy at any time upon written notice to Customer of a revised version.
UKG may report any activity that it suspects violates any law or regulation to appropriate law enforcement officials, regulators, or other appropriate third parties. UKG's reporting may include disclosing appropriate customer information. UKG also may cooperate with appropriate law enforcement agencies, regulators, or other appropriate third parties to help with the investigation and prosecution of illegal conduct by providing network and systems information related to alleged violations of this Policy.
3. Reporting of Violations of this Policy by Customer
If Customer becomes aware of any violation of this Policy, Customer will immediately notify UKG and provide UKG with assistance, as requested, to stop or remedy the violation.
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Exhibit 2
US Data Protection Addendum
This United States Data Processing Addendum (“DPA”) is by and between (i) the UKG entity set forth in the Order that references the UKG Master Services Agreement, or any other currently effective agreement, (the “Agreement”), (“UKG”), and (ii) the person or entity who is named on such Order on behalf of itself as customer and Customer Affiliates based in the United States (“Customer”) and is an addendum to the Agreement. Customer and UKG are referred to individually as a “Party” and collectively as the “Parties”.
WHEREAS, in the course of providing the Services to Customer pursuant to the Agreement, UKG may Process Personal information on behalf of Customer, and the Parties agree to comply with the following provisions with respect to the Processing of Customer Personal information.
This DPA applies to the extent Customer and/or its Affiliates are subject solely to U.S. Privacy Laws. Should Customer become subject to any other privacy laws such as the EU General Data Protection Regulation, the Parties agree the processing of Personal information will be subject to UKG’s international Data Protection Addendum located at https://www.ukg.com/ukg-unified-dpa unless otherwise agreed to in writing by the Parties. UKG shall comply with all U.S. Privacy Laws applicable to it as a “Service Provider” or in its role as a processor of Personal information. Customer shall comply with all U.S. Privacy Laws applicable to it as a “Business” or the controller of Personal information.
Notwithstanding, UKG is not responsible for complying with U.S. Privacy Laws applicable only to Customer or Customer’s industry.
1. Definitions
1.1 In this DPA, capitalized terms will have the meanings set out below. Capitalized terms not otherwise defined below will have the meaning given to them in the Agreement. “Affiliates” means, as to UKG, those entities that are directly or indirectly controlled by UKG Inc.; and as to Customer, those Customer entities that directly or indirectly control, are controlled by, or are under common control with Customer and which are doing business in the United States. “Control” (in this context) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and operating policies of the entity in respect of which the determination is being made through the ownership of the majority of its voting or equity securities, contract, or otherwise.
“Applicable Laws” means any applicable provisions of all U.S. laws, codes, legislative acts, regulations, ordinances, rules of court, and court orders which govern the Party’s respective business operations. UKG shall comply with all Applicable Laws applicable to UKG in its role as a Data Processor Processing Personal information. For the avoidance of doubt, UKG is not responsible for complying with Applicable Laws applicable to Customer or Customer’s industry.
Customer shall comply with all Applicable Laws to Customer as a Data Controller "Core Subscription Services" means UKG Pro, UKG Pro Workforce Management, UKG Ready, and UKG Pro People Assist and UKG Pro Document Manager offerings identified in the Order. “Data Subject” means an identified or identifiable natural person. “Personal Information” means Customer Data related to a Data Subject as defined under U.S Privacy Laws, including “personal information” as defined under the California Consumer Privacy Act (“CCPA”) and any similar terms, such as “personally identifiable information”.
“Processing”, “Process”, “Processes” and “Processed” means any operation or set of operations which is performed on personal information or on sets of personal information, whether or not by automated means, such as collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction. “Pseudonymized Data” means the processing of Personal information in a manner that renders the personal information no longer attributable to a specific consumer without the use of additional information, provided that the additional information is kept separately and is subject to technical and organizational measures to ensure that the personal information is not attributed to an identified or identifiable consumer. "Services" means Core Services and any other UKG Products and Services. "Subprocessor" means any person (including any third party and any UKG Affiliate) appointed by or on behalf of UKG to Process Personal information on behalf of Customer in connection with the Agreement, a list of which is available on ukg.com, and which is incorporated herein by reference. 2677
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"UKG Processor" means UKG or a UKG Subprocessor.
“UKG Other Products & Services” means Professional Services and UKG products and services other than Core Subscription Services, which are subject to the specific Supplement for UKG Other Products and Services available on ukg.com.
“U.S. Privacy Laws” have the same meaning as in Applicable Laws and regulations concerning the privacy and security of information reasonably identifying or linked to an individual, including, without limitation, the California Consumer Privacy Act, Cal. Civ. Code § 1798.100 et seq. or its successor the California Privacy Rights Act, Cal. Civ.
Code § 1798.100 et seq., and their accompanying regulations as promulgated by the California Attorney General or California Privacy Protection Agency, as then applicable (collectively the “CPRA”); the Colorado Privacy Act, Colo. Rev.
Stat. § 6-1-1309 et seq. (the “CPA”) the Connecticut Data Privacy Act, Public Act No. 22-15 (the “CTDPA”); the Utah Consumer Privacy Act, Utah Code § 13-61-101 et seq. (the “UCPA ”); and the Virginia Consumer Data Protection Act, Virginia Code § 59.1-571 et seq. (the “VCDPA”).
2. Processing of Customer Personal information
2.1 UKG will only Process Personal information for the purpose, and in accordance with, the relevant Customer’s instructions as documented in the Agreement and this DPA, unless Processing is required by the Applicable Laws to which the relevant UKG Processor is subject, in which case UKG to the extent permitted by the Applicable Laws, will inform Customer of that legal requirement before the Processing of that Customer Personal information. Schedule 1 to this DPA sets out certain information regarding UKG’s Processing of Customer Personal Data.
2.2 UKG will not: (i) Sell or Share (as both terms are defined under U.S Privacy Laws) any Personal information; (ii) retain, use, or disclose such Personal information for any purpose other than performing the Services, the business purpose stated in the Agreement or as otherwise permitted by the U.S. Privacy Laws; (iii) retain, use, or disclose the Personal information for a commercial purpose other than providing the Services unless otherwise permitted under the Agreement; (iv) retain, use, or disclose Personal information outside of the direct business relationship between Customer and UKG unless otherwise permitted under the Agreement; (v) combine Personal information UKG receives from, or on behalf of, Customer with personal information that it receives from, or on behalf of, another person or persons or collects from its own interaction with a consumer, provided that UKG may combine personal information to perform the Services or as set forth in the Agreement. UKG shall notify Customer if it makes a determination that it can no longer meet its obligations under U.S Privacy Laws and Customer may take reasonable and appropriate steps to stop and remediate the unauthorized Processing of Personal information. Customer may take reasonable and appropriate steps to ensure UKG uses Personal information collected pursuant to the Agreement and this DPA in a manner consistent with Customer’s obligations under U.S Privacy Laws.
2.3 Customer hereby (i) instructs UKG (and authorizes UKG to instruct each Subprocessor) to (a) Process Personal information; and (b) in particular, transfer Personal information to any country or territory as reasonably necessary for the provision of the Services and consistent with the Agreement, (ii) warrants and represents that it is and will at all relevant times remain duly and effectively authorized to give the instructions set out in this section on behalf of each relevant Customer Affiliate; and (iii) warrants and represents that it has all necessary rights in relation to the Personal information and/or has collected all necessary consents from Data Subjects to Process Personal information to the extent required by Applicable Law.
3. UKG Personnel
UKG will take steps to ensure that access to Personal information is limited to those individuals who: (a) need to know or access the relevant Personal information as necessary for the purposes of providing the Services under the Agreement or to comply with Applicable Laws in the context of that individual's duties to UKG; and (b) are subject to written confidentiality undertakings or professional or statutory obligations of confidentiality.
4. Security
UKG shall implement reasonable and appropriate safeguards to protect Personal information as set forth in Schedule 2 to this DPA and incorporated by this reference.
5. Subprocessing
5.1 Customer generally authorizes UKG to appoint Subprocessors in accordance with this Section 7, including without limitation those Subprocessors provided herein and any new Subprocessors. Subprocessors used for UKG Other Products and Services may be listed under each applicable Services Description or Order Form or in an addendum to this DPA.
5.2 UKG will provide Customer with a mechanism to obtain notification of the appointment of any new Subprocessor, including material details of the Processing to be undertaken by the Subprocessor at least thirty (30) days before said Subprocessor carries out Processing activities on Customer Personal information on behalf of Customer. Customer may object, on reasonable data protection grounds, to any new Subprocessor by providing notice of an objection by email to 2678
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[email protected] to UKG within ten (10) days of Customer's receipt of notification of the addition of the new Subprocessor by UKG. In the event UKG, in its sole discretion, is unable to forego the utilization of a new Subprocessor that has been objected to for the Processing of Customer Personal information or is otherwise unable to reasonably address the Customer's objection within thirty (30) days of UKG's receipt of such objection from Customer, the Customer may terminate the impacted services upon written notice to UKG. This termination right is Customer’s sole and exclusive remedy if Customer objects to any new Subprocessor and is not a termination for cause. UKG will cease providing the impacted services thirty (30) days following the notice of termination.
5.3 With respect to each Subprocessor, UKG will verify that the arrangement between UKG and the Subprocessor is governed by a written contract including terms which offer at least equivalent level of protection for Customer Personal information as those set out in this DPA.
6. Data Subject Requests
6.1 If Customer receives a request from a Data Subject related to Personal information Processed by UKG, Customer can either: (a) retrieve the information necessary to fulfill the request from the Services; or (b) to the extent such information is not available to Customer through the Services, UKG will reasonably assist Customer in fulfilling the request upon written request.
6.2 If UKG receives a request from a Data Subject related to Personal information Processed by UKG , UKG will promptly redirect the Data Subject to its Customer and not respond to the request except on the documented instructions of Customer or as required by Applicable Laws to which UKG is subject, in which case UKG, to the extent permitted by the Applicable Laws, shall inform Customer of that legal requirement before UKG responds to the Data Subject request.
7. Personal information Breach
7.1 UKG will notify Customer without undue delay and in accordance with U.S. Privacy Laws upon UKG or any Subprocessor becoming aware of a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, Personal information transmitted, stored or otherwise processed by UKG (“Personal information Breach”) affecting Personal information, providing Customer with sufficient information to allow Customer to meet its obligations to report or inform Data Subjects of the Personal information Breach under the U.S.
Privacy Laws.
7.2 In the event of a Personal information Breach, the Parties will reasonably cooperate with each other, and UKG shall take commercially reasonable steps to keep Customer informed as to the investigation, mitigation, and remediation of any such Personal information Breach.
7.3 Except as may be required by Applicable Laws, UKG will not notify Customer’s affected Data Subjects about a Personal information Breach without Customer’s prior written consent.
8. Deletion or Return of Customer Personal information
8.1 Subject to Sections 9.2 and 9.3, following the latter of either (i) termination or expiration of the Agreement or (ii) cessation of the Processing of Customer Personal information, (the "Cessation Date"), UKG will, in accordance with the terms of the Agreement, promptly return or delete Customer Personal information that can be reasonably identified and extracted in accordance with the requirements of the relevant Applicable Laws.
8.2 Notwithstanding Section 9.1 above, each UKG Processor may retain Personal information to the extent and for such period as required by Applicable Laws, provided that UKG will ensure the confidentiality of all such Personal information and will ensure that such Personal information is only Processed as necessary for the purpose(s) specified in the Applicable Laws requiring its storage.
8.3 Upon receipt of written request from Customer, UKG will provide written certification to Customer that it has complied with this Section 9.
9. Audit rights
UKG shall demonstrate appropriate technical and organizational measures to Customer throughout the term. Customer may exercise such audit right either personally or by appointing a third party, so long as said third party is acceptable to UKG and bound to confidentiality and non-disclosure obligations at least as stringent as Customer’s obligations with respect to UKG Confidential Information as set forth in the Agreement. Customer is responsible and liable for any and all acts or omissions of any such third party. Customer may exercise such audit right on an annual basis with reasonable notice. Any such audits shall be limited to a robust customer due diligence package consisting of details on UKG’ information security/risk practices, examination of the results of the annual AICPA SSAE 18 SOC 1 and SOC 2 Type II audits conducted by an independent third party, executive summaries of the annual penetration test results or verification of such testing through the SOC 2 report for Core Subscription Services, and reasonable access to knowledgeable personnel to discuss the controls in place, including a meeting at UKG corporate headquarters. In the event Customer requests support or information beyond the content described above, then, upon customer’s audit request, the Parties will mutually agree on the terms of the audit plan, which shall include details regarding the scope, duration, fees, and 2679
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scheduling of the audit. In no event shall Customer or its designees be permitted to access UKG systems, network servers, scan summaries or activities logs.
10. Law Enforcement Requests
UKG agrees to notify Customer of any request from law enforcement authority or other governmental authority with competent authority and jurisdiction over UKG for disclosure of Customer Personal information processed under this DPA (“Disclosure Request”) to the extent permitted by applicable law. UKG shall not respond to Disclosure Requests without notifying Customer and receiving written authorization from Customer to respond to such Disclosure Request, except as required under Applicable Laws or order of court or governmental authority with competent authority and jurisdiction over same.
11. General Terms
11.1 DPA Priority. Nothing in this DPA reduces UKG’s obligations under the Agreement in relation to the protection of Personal information or permits UKG to Process (or permit the Processing of) Personal information in a manner which is prohibited by the Agreement. With regard to the subject matter of this DPA, in the event of inconsistencies between the provisions of this DPA and the Agreement, the provisions of this DPA will prevail.
11.2 Claims. Any claims brought under this DPA shall be subject to the terms and conditions of the Agreement, including but not limited to, the exclusions and limitations set forth in the Agreement.
11.3 Severability. Should any provision of this DPA be invalid or unenforceable, then the remainder of this DPA will remain valid and in force. The invalid or unenforceable provision will be either (i) amended as necessary to ensure its validity and enforceability, while preserving the Parties’ intentions as closely as possible or, if this is not possible, (ii) construed in a manner as if the invalid or unenforceable part had never been contained there.
11.4 This DPA supersedes all prior and contemporaneous representations, negotiations, and communications between the Parties relating to processing Customer Personal Data, including without limitation, any terms that may be imposed upon UKG by means of any “click-through”, forms, applications, or any other terms and conditions which are presented to UKG in the course of UKG’s engagement with Customer. 2680
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Schedule 1: Details of Processing of Customer Personal Data This Schedule 1 includes certain details of the Processing of Customer Personal Data as required by Article 28(3) GDPR.
Subject matter and duration of the Processing of Customer Personal Data The subject matter and duration of the Processing of the Customer Personal Data are set out in the Agreement and this DPA.
The nature and purpose of the Processing of Customer Personal Data Provision of the Services are set out in the Agreement and this DPA, where UKG acts as a data processor, and for business operations, as an independent controller.
UKG will use and otherwise process Customer Data only as described and subject to the limitations provided below (a) to provide Customer the Services in accordance with Customer’s documented instructions and (b) for business operations incident to providing the Services to Customer.
Processing to Provide Customer the Services
For purposes of this DPA, “to provide” a Service consists of:
• Delivering functional capabilities as licensed, configured, and used by Customer and its users; • Troubleshooting (preventing, detecting, and repairing problems); and • Keeping Services up to date and operational, and enhancing user productivity, reliability, efficacy, quality, and security.
When providing Services, UKG will not use or otherwise process Customer Data or Personal Data for: (a) user profiling, (b) advertising or similar business purposes, or (c) sell or share Personal Data.
Processing for Business Operations Incident to Providing the Services to Customer For purposes of this DPA, “business operations” means the processing operations authorized by Customer in this section.
Customer authorizes UKG:
• to create aggregated statistical, non-personal data from data containing Pseudonymized identifiers (such as usage logs containing unique, Pseudonymized identifiers); • to calculate statistics related to Customer Data; and • to de-identify Customer Data to enhance and create new functionalities. • in each case limited to to providing the Services, such as billing and account management; internal reporting and business modeling, and product strategy; and enhancing Customer’s experience.
When processing for these incident business operations, UKG will apply principles of data minimization, confidentiality and will not use or otherwise process Customer Data or Personal Data for: (a) user profiling, (b) advertising or similar commercial purposes, (c) any other purpose, other than for the purposes set out in this section or (d) Sell or Share Personal Data.
The types of Customer Personal Data to be Processed
All Customer Personal Data required by UKG to correctly provide the Services to Customer pursuant to the Agreement which may include, without limitation: employee first and last name, employee ID number, department code, badge number, job title, absence information, identification and contact information of Customer data subjects, employment and education details of Customer data subjects, other information that Customer may collect in order to pay and manage its workforce.
The categories of Data Subject to whom the Customer Personal Data relates Customer’s employees, contractors, and job applicants.
=Privacy related contact:
UKG: [email protected]
Customer: As specified in this DPA, in the Order Form or in the Statement of Work 2681
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Schedule 2: Technical and Organizational Measures
The following Technical and Organizational Measures are applicable to UKG Core Subscription Services. The specific Supplement for UKG Other Products and Services to this DPA is applicable to any UKG Other Products & Services.
1. ISAE3402 /SSAE 18 (SOC 2) Audit: UKG shall ensure compliance with ISAE3402/SSAE 18 AICPA Trust Principles for Security, Confidentiality, and Availability (and, where in scope, Privacy and Processing Integrity), and will undergo an audit each year for the purposes of examining the relevant controls with respect to the Services. Such audits shall be carried out by an independent, certified third party and the resulting reports shall be provided to Customer upon request. UKG shall ensure the data center carries out its own SOC 2 audits and provide such reports to Customer upon request.
2. ISO 27000 Series Audits: UKG shall ensure compliance with ISO 27001, 27017, and 27018, where in scope for the UKG Services. UKG shall also ensure the datacenter used to provide the Services will continue to have its IT security management certified according to ISO 27001 or comparable industry standard security framework. The audits shall be carried out by an independent, certified third party, and upon request, UKG shall provide the certificates to Customer.
3. Entity Controls: Consistent with UKG’s obligation to maintain its compliance programs as described above, UKG shall continuously carry out the following security measures:
a) Security Policy: UKG shall maintain an information security policy that is reviewed annually by UKG and published and communicated to all UKG employees. UKG shall maintain a dedicated security and compliance function to maintain and monitor security controls across UKG.
b) Employee Onboarding: All UKG personnel shall be subject to a comprehensive background check and agree to accept UKG’s Code of Conduct upon hire.
c) Employee Termination: UKG shall terminate all credentials and access to the Services of a UKG employee in the event of termination of his or her employment within a reasonably timely manner. d) Access Controls by UKG Personnel: Access to all UKG owned or licensed network components, servers, databases, computers, and software programs by UKG personnel shall be protected by an authentication procedure that requires giving at least a unique username and complex password. UKG shall implement technical controls to enforce a password policy consisting of a minimum number of characters and complexity, including requirements of alpha, numeric, upper case, lower case and/or special characters. Lockout periods shall be in effect for inactivity and unsuccessful password attempts. Passwords shall expire after a fixed amount of time. e) Security Awareness Training: UKG employees shall participate in security awareness and privacy training, upon hire and annually thereafter.
f) Change Management: UKG shall employ a change management process based on industry accepted standards for change management in configurations, software, and hardware.
4. Application and Network Controls:
a) Privileged Access by UKG Personnel: Privileged access to UKG owned or licensed network components, servers, databases, computers, and software programs by UKG personnel that are used in the provision of the Services shall be secured by means of a two-factor authentication and shall be defined by UKG in such a manner as to ensure that the access authorizations are granted only to the extent necessary to perform the assigned role. Any access to UKG’s systems used in the provision of the Services shall be monitored. b) Infrastructure of the Data Center: UKG and/or its sub-processor(s) shall monitor the infrastructure in order to identify any security vulnerabilities.
c) Anti-Virus and Malware Scanning: UKG uses commercially available malicious code detection software, including virus detection and malware detectors, on UKG systems. Anti-virus definition files shall be updated regularly, on a scheduled basis, following the availability of such updates by the software provider. d) Secure Coding Practices: UKG developers shall be trained on secure development. Applications should be written in a secure manner to implement industry practices, such as input validation, session management, SQL injection, and cross site scripting mitigation. These practices shall be tested as part of the annual penetration testing described below. 2682
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e) Patch Management: UKG shall review all patches, updates, and upgrades of operating systems, middleware, or applications to all relevant components of the Services after they have been released by the manufacturer and tested by UKG. UKG shall manage the patching process prudently to assure that critical patches are applied in a timely manner consistent with the associated risk.
f) Segregation of Customer Data: UKG shall provide appropriate security controls and segmentation methods to protect and isolate Customer Data from other tenants.
g) Encrypted Data Transfers: Customer Data input into the Services shall be secured using an industry standard protocol, such as Transport Layer Security (TLS).
h) Encrypted Data Storage: UKG shall encrypt Customer Data using industry standard technology, such as AES-256 encryption standard for data at rest.
i) Firewalls: Connections to the Services networks, shall be protected with industry standard firewalls. UKG shall update its firewall software regularly, on a scheduled basis, following the availability of updates by the software provider. j) Intrusion Detection: UKG shall implement and maintain an intrusion detection monitoring process at the network and/or host level to protect the Services and detect unwanted or hostile network traffic. UKG shall update its intrusion detection software regularly, on a scheduled basis, following the availability of updates by the software provider or a heuristic analysis shall be used.
k) Systems Hardening and Secure Configuration: UKG shall follow industry standards for platform hardening and secure configuration. UKG shall remove or disable unnecessary utilities from operating system configurations and restrict access rights to least privilege.
l) Penetration Testing: UKG shall contract, as part of its security program and on at least an annual basis, with an independent third party to conduct a network and application penetration test. The penetration test will include, but is not limited to, the potential for unauthorized internet access, compromise of roles, and escalation of privileges for the Services. Upon request, UKG will provide an executive summary of said penetration test including the scope and methodology of the test and confirmation that critical and high-risk findings have been remediated or provide an independent third-party audit report attesting to such testing and remediation. Penetration testing includes the web application vulnerabilities defined by the Open Web Application Security Project (OWASP) Top 10 and those listed in the SANS 25 (as applicable) or its successor current at the time of the test. m) Vulnerability Management: UKG shall implement commercially reasonable processes designed to protect Customer Data from system vulnerabilities. UKG shall perform scanning of the infrastructure using an industry recognized automated scanning tool designed to detect security flaws and security vulnerabilities within the operating systems. UKG shall assess scan results and remediate relevant security vulnerabilities within a reasonable amount of time based on the risk to the Services.
n) Audit Logging: UKG shall log UKG personnel’s access to the Services to maintain an audit trail that includes, but is not limited to, web server logs, system logs, and network event logs.
5. Physical Access Control: UKG shall ensure that its data center sub-processor uses industry standard technology to ensure that only the appropriately authorized staff have access to those systems of UKG that are used to provide the Services. This shall include at least the following measures: visitor sign-ins, role-based access controls, limited access to the server rooms and to the alarm systems which report any unauthorized access.
6. Incident Response and Notification:
a) UKG shall maintain security incident management policies and procedures, including security incident escalation procedures. In the event UKG confirms unauthorized access or acquisition, disclosure or use of Customer’s Personal information has occurred, UKG agrees to notify Customer, in accordance with the terms of the Agreement or per Applicable Laws.
b) UKG shall (i) investigate such information security incident and perform a root cause analysis; (ii) remediate the effects of such information security incident; and (iii) provide Customer with assurances that such information security incident is not likely to recur.
7. Disaster Recovery: UKG shall maintain a Disaster Recovery plan and present verification of this plan (via the SOC 2 reporting) at the request of Customer. UKG shall test this plan once a year and verify that the planned measures are effective, reviewed by management and updated as necessary. 2683
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8. Business Continuity: UKG shall maintain a plan for returning to operation in the event of a disaster and present a summary of this plan at the request of Customer. Upon UKG’s declaration of disaster, UKG shall implement said plan to return the Services to operation. UKG shall annually test and review its business continuity plan and update as necessary.
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Exhibit 3
EQUIPMENT ADDENDUM
This Equipment Addendum (“Addendum”) supplements the Agreement (as defined in the Order that incorporates this Addendum) by setting forth certain additional terms and conditions that apply to the purchase and/or rental of Equipment and Equipment Support Services (as applicable).
In the event of conflict or inconsistency between any provision contained in the Agreement and any provision contained in this Addendum, with respect to the purchase and/ or rental of Equipment and Equipment Support Services, the provisions contained in this Addendum shall prevail.
1. Definitions.
In this Addendum, capitalized terms shall have the meanings set out below. Capitalized terms not otherwise defined below have the meaning given to them in the Agreement.
“Depot Exchange Service” means the Equipment Support Services option where UKG ships a replacement unit on an advance exchange basis in accordance with the Section 6 below. “Depot Repair Service” means the Equipment Support Services option where Customer has its own inventory of spare terminals and UKG repairs the terminal in accordance with Section 6 below. “Equipment” mean UKG equipment such as time clocks, that are included on the Order. “Equipment Description” means the supplemental terms attached hereto as Exhibits for purchased Equipment or Rental Equipment, as applicable.
“Equipment Documentation” means Equipment specifications, such as user manuals and administrator guides, published by UKG via the UKG community portal, accessible at https://www.ukg.com/support. “Equipment Support Services” means Equipment maintenance and support services option stated on the Order.
2. Purchase or Rental Equipment. Customer may purchase or rent Equipment from UKG and receive related Equipment Support Services if included on the Order. If Customer purchases Equipment, Exhibit 3-A applies, and if Customer rents Equipment, Exhibit 3-B applies.
3. Payment and Invoicing. The price payable by Customer for the purchase or rental of Equipment, and Equipment Support Services as applicable, is set out on the Order. Each Party shall pay shipping costs and fees pursuant to the shipping terms stated on the Order.
4. Shipping and Title.
4.1 Shipping. UKG shall ship Equipment to Customer in accordance with the following shipping terms, unless otherwise stated on the Order.
4.2 Shipments to United States Destinations. All shipments to or from Customer to destinations within the United States are FOB (Free On Board) Shipping Point, and the shipping party is responsible for all costs and risks of loss, except that for shipments from UKG to Customer utilizing UKG’s preferred carrier, UKG is responsible for the risk of loss during shipment until delivery to the identified destination. For UKG’s initial shipment of purchased Equipment to Customer destinations within the United States, title of the Equipment passes to Customer upon shipment to the identified destination.
4.3 Shipments to Destinations Outside of the United States. Shipments to Customer destinations located in countries where UKG or one of its affiliates has an office are DDP (Delivered Duty Paid), and UKG is responsible for all duties and Value Added Taxes (VAT). Shipments to Customer destinations located in countries where UKG or one of its affiliates does not have an office are DAP (Delivered At Place), and Customer is responsible for import clearance, all duties and VAT. Shipments to UKG from a Customer location outside of the United States are DDP, and Customer is responsible for all duties and VAT. For the initial shipment of purchased Equipment to Customer outside of the United States, title of the Equipment passes to Customer upon delivery to the identified destination.
4.4 Title. Title to rented Equipment shall always remain with UKG. Except as expressly provided in this Addendum, UKG has and shall maintain sole and exclusive ownership of all rights, title, and interest in the intellectual property of the Equipment and its firmware.
5. Customer Responsibilities.
5.1 Use of Equipment. Customer shall (i) use the Equipment in accordance with the Equipment Documentation, (ii) use UKG’s carrier of choice when shipping any Equipment, and ensure that Equipment returned to UKG is reasonably packaged 2685
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to prevent damage in transit, and (iii) remove Customer Data from Equipment before sending Equipment to UKG. UKG reserves the right to delete Customer Data from Equipment that it receives from Customer. Customer is solely responsible for the backup of Customer Data. Customer acknowledges and agrees that UKG shall have no liability for Customer’s failure to backup Customer Data.
5.2 Returning Equipment. When returning Equipment as permitted by the Addendum, Customer shall (i) request a Return Material Authorization Number (“RMA”) from UKG and place the RMA conspicuously on the outside of the return shipping package; and (ii) promptly return any failed Equipment. Customer acknowledges that any batch shipping of Equipment will result in a longer turnaround time and a surcharge to Customer.
5.3 Restrictions. In addition to the Use Restrictions set out in Section 2.2 of the Agreement, Customer will not, and will not cause or permit others to: (a) reverse engineer, disassemble, adapt, translate, or decompile the Equipment or any firmware component included with the Equipment, including, without limitation, 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 Description. UKG shall provide Equipment Support Services as set forth in the applicable Equipment Description for rented or purchased equipment attached hereto.
6.2. Support Process.
(a) Troubleshooting and return. In the event of an Equipment issue covered by the Depot Exchange Service or the Depot Repair Service, Customer shall notify UKG of such issue in writing and UKG will attempt to resolve the issue via remote support. However, if UKG deems an issue to require Equipment repair or replacement, UKG shall provide Customer with a RMA for such Equipment, and Customer will ship the applicable Equipment to UKG at a location specified by UKG. (b) Additional terms for Depot Exchange Service. UKG will replace Equipment subject to Section 6.2(a). UKG will ship such replacement Equipment to the address provided by Customer. Upon receipt of such replacement Equipment, Customer shall package the defective Equipment using the materials provided by UKG for that purpose, display the RMA on the packaging in accordance with Section 5.2 above, and promptly return the Equipment to UKG. UKG may suspend the Depot Exchange Service if Customer does not return replaced Equipment to UKG within ten (10) business days of receiving the applicable replacement. In such event, UKG shall restore the service when Customer either (i) ships the replaced Equipment to UKG, or (ii) pays UKG the then-current UKG list price of the replaced Equipment. For the avoidance of doubt, the Depot Exchange Service will not be extended or otherwise affected by such suspension. (c) Additional terms for Depot Repair Service. Subject to Section 6.2(a), Customer shall ship applicable Equipment to UKG. UKG will use reasonable efforts to repair the Equipment and ship it to Customer within ten (10) business days of receipt. (d) Device Software Maintenance. If Customer has active Device Software Maintenance, UKG will provide Customer with service packs for the applicable Equipment (which contain system updates) available for download at UKG’s community portal (“Equipment Service Packs”). Customer is responsible for installing Equipment Service Packs. UKG may verify if Customer has downloaded any Equipment Service Packs to which Customer is not entitled. Device Software Maintenance is included with Depot Exchange and Depot Repair, however, if Device Software Maintenance is purchased alone it does not include any repair or exchange services.
(e) Per-event Repair Service. Per-event rates apply to customers without an equipment support agreement. The Equipment will be returned by regular surface transportation. This service does not include Device Maintenance Software or Equipment Service Packs. Subject to Section 6.2(a), upon failure of installed Equipment, Customer shall ship such Equipment to UKG.
UKG will attempt to repair any repairable defective item within fifteen (15) business days after receipt at the current per-event pricing.
6.3 Spare Equipment. For business continuity purposes, UKG recommends that Customer retains a sufficient number of spare Equipment, and it is Customer’s sole responsibility to retain such Equipment.
6.4 Exclusions. UKG is not liable for, and the Equipment Support Services do not include, the repair of damages, and Customer will not attempt to return damaged Equipment, resulting from:
(a) Any cause external to the Equipment including, but not limited to Force Majeure causes; (b) Customer’s failure to continually provide a suitable installation environment (as indicated in UKG’s published installation guidelines) including, but not limited to, adequate electrical power; (c) Customer’s improper use, location, packaging, refinishing, management, maintenance or supervision of the Equipment or other failure to use Product in accordance with the Equipment Documentation; 2686
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(d) Customer’s use of the Equipment for purposes other than those for which they are designed or the use of accessories or supplies not approved by UKG;
(e) Government imposed sanctions, rules, regulations or laws preventing the shipment of the Equipment; or (f) Customer’s repair, attempted repair or modification of the Equipment.
7. Export. Section 10.3 of the Agreement shall apply to the provision and use of Equipment under this Addendum.
8. Warranties.
8.1 Equipment Support Services. UKG warrants that all Equipment Support Services performed under this Addendum will be performed in a good and professional manner.
8.2 Equipment Service Packs. UKG warrants that all Equipment Service Packs provided under this Addendum shall materially perform in accordance with the applicable Equipment Documentation for ninety (90) days after download by Customer, provided that Customer’s use, installation and maintenance thereof conforms to the Equipment Documentation.
8.3 Remedies. To the extent permitted by Applicable Law, Customer’s exclusive remedies for any breach of UKG’s warranties outlined in this Addendum shall be, at UKG’s option, the repair or replacement of the applicable Equipment Service Pack(s) or firmware update(s).
8.4 Disclaimer. Section 6.4 of the Agreement shall apply to the provision of Equipment under this Addendum. References to Services in such Section 6.4 shall be taken to mean Equipment for the purposes of this Addendum.
8.5 Customer Warranty. Customer warrants that it has obtained all the information it requires to fully evaluate the Equipment and determine that the Equipment is suited to its organization, needs and objectives. All Equipment will be supplied based upon the information provided by Customer or on behalf of Customer to UKG. Customer is responsible to provide all such information in a timely, complete and accurate manner. Customer will be responsible for any adverse effect that any Customer delay or instruction may have on the supply and operation of the Equipment.
9. Limitation of Liability.
9.1 Monetary Cap. THE TOTAL AGGREGATE LIABILITY OF UKG IN CONNECTION WITH THIS ADDENDUM WILL BE LIMITED TO ACTUAL AND DIRECT DAMAGES PROVEN BY CUSTOMER. FOR RENTAL EQUIPMENT, UKG’S TOTAL
AGGREGATE LIABILITY FOR ANY AND ALL CLAIMS IN CONNECTION WITH ANY SUCH EQUIPMENT WILL NOT EXCEED THE AMOUNT OF TOTAL NET PAYMENTS RECEIVED BY UKG FOR THE APPLICABLE EQUIPMENT IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE IN WHICH THE DAMAGES ARISE. FOR PURCHASED EQUIPMENT, UKG’S TOTAL AGGREGATE LIABILITY FOR ANY AND ALL CLAIMS IN CONNECTION WITH ANY SUCH
EQUIPMENT WILL NOT EXCEED THE AMOUNT OF TOTAL NET PAYMENTS RECEIVED BY UKG FOR THE APPLICABLE EQUIPMENT FROM WHICH THE DAMAGES ARISE. UKG’S TOTAL AGGREGATE LIABILITY FOR EQUIPMENT SUPPORT SERVICES AND EQUIPMENT SERVICE PACKS IS SUBJECT TO SECTION 9 OF THE AGREEMENT.
9.2 Exclusion of Damages. UKG WILL NOT BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES; FOR THE COST OF ACQUIRING SUBSTITUTE OR REPLACEMENT OF EQUIPMENT OR SERVICES; OR FOR ANY LOST OR IMPUTED PROFITS OR REVENUES, BUSINESS INTERRUPTION, LOST GOODWILL, OR LOST DATA RESULTING FROM OR RELATED TO THIS ADDENDUM, HOWEVER CAUSED.
9.3 Applicability of Limitations. THESE LIMITATIONS APPLY FOR ANY REASON, REGARDLESS OF ANY LEGAL THEORY
AND FOR WHATEVER REASON LIABILITY IS ASSERTED, EVEN IF UKG HAS KNOWLEDGE OF THE POSSIBILITY OF SUCH DAMAGES AND WHETHER OR NOT SUCH DAMAGES ARE FORESEEABLE. INSOFAR AS APPLICABLE LAW PROHIBITS
ANY LIMITATION ON LIABILITY HEREIN, THE PARTIES AGREE THAT SUCH LIMITATION WILL BE AUTOMATICALLY MODIFIED, BUT ONLY TO THE EXTENT SO AS TO MAKE THE LIMITATION COMPLIANT WITH APPLICABLE LAW. THE
PARTIES AGREE THAT THE LIMITATIONS ON LIABILITIES SET FORTH HEREIN ARE AGREED ALLOCATIONS OF RISK
AND SUCH LIMITATIONS WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
10 Finger Scan (FS) and Facial Recognition (FR) Equipment.
10.1 FS/FR Warranty. For Customer’s use of Equipment containing finger scan sensor and/or facial recognition technology (“FS/FR Equipment”), Customer has the option to configure the FS/FR Equipment settings to utilize finger scan and/or facial recognition technology or not, and to provide these technology options 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 undertaking a legitimate interest assessment, where required). If required by law, Customer further warrants that prior to using finger scan sensor and/or facial recognition technology in FS/FR Equipment it shall, where applicable: (i) obtain signed releases from employees consenting to the use of the applicable FS/FR Equipment for employee timekeeping purposes (where appropriate); (ii) issue policies to their employees and the public regarding its retention and destruction of the finger scan or facial 2687
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