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CONTRACT 6687 Service AgreementAgreement No. 6687 DocuSign Envelope ID: 850A54CD-C92D-41 DA-BE7F-D0874869333B SOFTWARE SERVICES AGREEMENT BE'I'WEEN THE CITY OF EL SEGUNDO AND KRONOS INCORPORATED THiS AGREEMENT is entered into this 10th day of May 2023, by and between CITY Ol= EL SEGUNDO, a municipal corporation ("Customer") and KRONOS INCORPORATED, a Massachusetts corporation, a UKG Company, and its Participating Entities ("UKG") and governs the provision of UKG's UKG Dimensions software as a service and other related offering (the "Agreement'). Capitalized terms not defined within the text of the Agreement are defined in Exhibit E. This Agreement consists of the following Terms and Conditions and its Attachments and Exhibits listed below, which are incorporated herein by reference and form an integral part of this Agreement: Attachment A-1: Equipment Purchase. Rental, and Support Attachment A-2: Prol'essional and Educational Services Policies Attachment A-3: Service Level Agreement Exhibit B: UKG Dimensions Cloud Guidelines: https:'lxv-Nti,xv.ukg.comlukg-dimensionslagreemenk`cloud-guidelines Exhibit C: Acceptable Use Policy (AUP): https:lhvww.ukg.comr`polieiesfacceptable-usc Exhibit D: AtomSphere Service and Boomi Software Exhibit E: Definitions The description of the type. quantity. and cost of the specific offerings being ordered by Customer will be described in an applicable Order Form, that will be mutually agreed upon and signed by the Parties pursuant and subject to this Agreement. If implementation Services are to be delivered by UKG, the Parties may need to execute a Statement of Work, which will set firth the scope, objectives and other business terms of the Implementation Services ordered with the Order Form. This A;reement will serve as a master agreement for the Service and its related offerings. This Agreement contemplates that Participating Entities will enter into multiple Order Forms. This approach will allow the Parties to contract for additional or diverse products or services simply by signing a mutually agreeable Order Form and SOW, if applicable, without having to renegotiate or re -execute this Agreement. When Participating Entities enter into an Order Form, they are deemed to be "Customer" for purposes of this Agreement for that Order Form. Similarly, the UKG entity Agreement No. 6687 DocuSign Envelope ID: 850A54CD-C92D-41DA-BE7F-DO874869333B that enters into an Order Form is deemed to be "UKG" for purposes of this Agreement for that Order Fonn- WHEREAS, UKG agrees to perform the Services as described in the applicable Order Form. The SERVICES include, but are not limited to. UKG's Telestaff Cloud and Workforce SMS.. WHEREAS. UKG and Customer agree to abide by the terms and conditions contained in this Agreement. NOW, THEREFORE for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto agree as f'allows: [INTENTIONALLY LEFT BLANK] Agreement No. 6687 DocuSign Envelope ID: 850A54CD-C92D41DA-BE7F-D0874869333B ORDER FORMS. The following commercial terms may appear on an Order Form: a. The Application(s) included in the Service, and the other offerings being ordered by Customer b. Billing Start Date (i.e., the date the PLPM Fecs begin to accrue) c. Initial Tenn (Le.. the initial billing term of the Service commencing on the Lulling Start Date) d. Renewal Term (i.e.. the renewal billing term of the Service) e. Billing Frequency (i.e.. the frequency for the invoicing of the PEPM Fees such as Annual in Advance or Monthly in Arrears) i. "Annual in Advance" means payment is due on an annual basis with the invoice being issued upon execution of the Order Form. ii. "Monthly in Arrears" (usually for implementation Services) means payment is due on a monthly basis with the invoice being issued at the end of the month_ I. Payment Tenns (i.e., the amount of days in which Customer must pay a UKG invoice) g. Shipping Terms (i.e.. FOB — Shipping Point, Prepay and Add) 1.1 The following Fees may appear on an Order Fonn: a. PEPM Fees f'or use of the Service, including PEPM Fees fir Seasonal Licenses b. Implementation Services Fees (The Order Fonn will note if Implementation Services Fees are included in PEPM Fees.) c. Equipment Purchase Fees d. Equipment Rental Fees 1.2 UKG may also sell (or rent) Equipment to Customer, and provide related Equipment Support Services, if included on an Order Form. These offerings are subject to this Agreement and the terms and conditions set forth in Attachment A-1. 2. TERM. The Initial Term of this Agreement will be June 1st, 2023. through June 30, 2026. At the expiration of the initial Term, and at the expiration of each Renewal Term, the Service will automatically renew, on an annual basis, on its anniversary dale unless otherwise terminated. For each Renewal Term, UKG may increase the PEPM Fees by no more than four percent (41',•o) over the previous year's PEPM Fees for the same Applications and the same licensed quantity. UKG will reflect these increased PEPM Fees in the applicable invoice for each Renewal Term. For each Renewal Term, UKG will provide City with the renewal invoice prior to commencement of the Rencwal Term and payment will be made by the City in accordance with the payment terms indicated on the applicable Order Form. Customer will pay the Fees on the Payment Tenns and in the currency, indicated on the Order Form. Customer will send payment to the attention of UKG at the address indicated on the applicable invoice unless the Parties have made an alternative payment arrangement (such as credit card, wire transfer, AC'H payment or otherwise). unless expressly provided in this Agreement. Customer payments are non-refundable. Unless Customer has provided UKG with valid evidence of tax -exemption, Customer is responsible for all applicable faxes related to the Service and other items set forth on the Order Form. Each Party is responsible to pay all costs and fees attributable to such Party pursuant to the Shipping Terms indicated on the Order Form. Unless otherwise determined by vvritten amendment between the parties, this Agreement may be terminated in accordance with Section 15 ol'this Agreement. Agreement No. 6687 DocuSign Envelope ID: 850A54CD-C92D-41DA-BE7F-DO874869333B Unless otherwise provided in writing, the Customer will pay UKG the compensation set forth in the applicable Order Form. The Order horn for the Initial Term shall be an amount not to exceed S29.728.52 for the products and services contemplated upon execution of this Agreement which includes implementation lees, PEPN,I lees, and SARIS Ices including no more than lbur (4) blocks of' messages during the Initial Term. Any additional products or services shall be mutually agreed and dually executed and invoiced at its applicable rate (i.e. time and material or flat fee). 3_ "SELF-HELP" AND "'NIALICIOUS" CODES PROHIBITED. A, UKG warrants to Customer that it has tested, and will at all times during the Term test. at a minimum on an annual basis, the Services using, commercially reasonable methods designed to ensure that no copy of the Services provided to Customer contains any Malicious Code that would affect the security, confidentiality, availability, or integrity of the Services in contravention of this Agreement. I3 "Malicious Code" rneanS any virus, "spyware," "Trojan horse," "worth," "Easter egg," "cancelbot," "trapdoor," or other unapproved or malicious software routine, code, command. device, technique, or instruction or other contaminant intended to i. Permit unauthorized access to. detection of, modification of, or nionitoring of any code, system, or data: it. Alter, supplement, disable, erase. limit, threaten, infect, assault, vandalize, defraud, disrupt, damage, disable, shut down or delete, threaten, slow or otherwise inhibit the functioning of, or othettivise harm any of the code, documentation or data or any computer system, software or other property, iii, Render any data irretrievable, modified, or disrupted so as to be unreliable in any regard; iv. Perrorm any other unauthorized action, or prevent, limit, condition or inhibit performance of authorized actions or any function including, without limitation. to its security or end user data. 4.. ADDITIONAL SERVICES Section 4.1 Implementation and Professional Services A. Implementation Services are described in a SOW that the Parties will sign or reference on a siV_ned Order Form. These SOWS are subject to this Agreement. Implementation Services are invoiced monthly as delivered, except if otherwise indicated on an Order Form. Each Party will perform their respective obligations as outlined in a signed SOW. Agreement No. 6687 DocuSign Envelope ID: 850A54CD-C92D-41DA-BE7F-DO874869333B B. While Customer may configure the Applications itself. as part of the Implementation Services as described in an SOW. UKG may also configure the Applications. UKG will configure the Applications based on Customer's instructions and direction. Customer is solely responsible for ensuring that the Configurations comply with Applicable Law. C. UKG may also provide Professional Services to Customer that do not require an SOW but which will be as set forth on an Order Form- D. UKG may also provide ala carte educational consulting services as implementation Services or Professional Services as described in an SOW or Order Form, E. The UKG policies set forth in Attachment A-2 shall apply to all Implementation Services and Professional Services provided by UKG. In the event of a conflict betriveen the Professional Services Policies and this Agreement, the terms of this Agreement shall prevail. Section 4.2 Educational Services A. As part of the PEPM Fees UKG will provide its live, hands-on virtual training facilitated by a knowledgeable instructor and delivered remotely via a published schedule. Training is intended ldr the following audiences: a. Core Team training to help key functional and technical users make informed solution design and configuration decisions, and to provide fundamental product knowledge. b. Application & System Administrator to prepare functional and technical super users to perform their most common tasks in the solution. B. As part of'the PEPM Fees UKG shall also provide self=paced product training. C. UKG also offers fee -based consulting services that are not included under the terms of the Educational Services referenced above. Section 4.3 Support Services A. Support Services for the Services will be provided and include (i) customer phone, email and online support 24 hours a day,7 days a week and (6) periodic enhancement~ and modifications to the :-applications, including bug fixes to correct verifiable and reproducible errors reported to UKG. 5. SERVICE LEVEL AGREEMENT UKG ot'lers the Service Level Agreement and associated SLA Credits as described in Attachment A-3, The SLA Credits are Customer's sole and exclusive remedy in the event of any Outage. UKG remains obligated to provide the Service as otherwise described in this Agreement. 6. DATA, CONFIDENTIALITY, SECURITY, AND PRIVACY Section 6.1 Data 6.1.1 Customer owns Customer Data. Customer is solely responsible for Customer Data, including ensuring that Customer Data complies with the Acceptable Use Policy and Applicable Law. Customer is solely responsible for any Claims that may arise out of or relating to Customer Data. Agreement No. 6687 DocuSign Envelope ID: 850A54CD-C92D-41DA-BE7F-D0874869333B 6.1.2 "Aggregated Data" is any statistical data that is derived from the operation of the Service. including without limitation, 1'or analysis of the Service, Configurations or Customer Data, and is created by UKG in response to specified queries for a set point in time; including without limitation aggregation, metrics. trend data, correlations. benchmarking, determining best practices, the number and types of transactions, configurations, records, reports processed in the Service, and the performance results for the Service. UKG owns the Aggregated Data. Nothing in this Agreement will prohibit UKG from utilizing the Aggregated Data for any purposes, provided that UKG's use of Aggregated Data will anonymize Customer Data, will not reveal anv Customer Confidential Information, and will not reveal any Personally identifiable information. Section 6.2 Confidentiality Each Party will treat the Confidential Information of the other Party with a reasonable standard of care commensurate with the sensitivity of such Confidential Information and as lurther described in this Agreement. Each Party will only use the Confidential Information of the other Party for the purposes of fitltilling its obligations under this Agreement and as reasonably necessary to provide the Service. UKG agrees that it will not use any such Confidential information for marketing, or other commercial purposes. Confidential Information may be shared with and disclosed to (i) any subsidiary or affiliate of each of the Parties, or (ii) any court or governmental agency of competent jurisdiction, 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 discloser has an opportunity to contest any disclosure required by a legal process). Either Party may seek iniunctivc relief to preserve its rights under this section without the requirement to post a bond. Section 6.3 Security and Privacy UKG will maintain the Controls throuehout the Term, Each Party will comply with all Applicable Laws, including, without limitation, Data Protection Laws. UKG employees will access Customer Data from the locations from which such employees work. Customer consents to UKG's handling, collection, use, transfer, and processing of Customer Data to provide the Service. As may be required by Applicable Law, Customer will ensure that Customer Data may be provided to UKG for the purposes of providing the Service. Customer has obtained all necessary consents from individuals to enable UKG to use the Customer Data to provide the Service. As may be contemplated by the applicable Data Protection Laws, Customer will remain the "controller" of Customer Data and UKG will be considered a "processor" of Customer Data. UKG will notify Customer in accordance with Applicable Law upon becoming aware of an unauthorized access of Customer Data. To the extent reasonably possible, such a notification will include, at a minimum (i) a description of the breach, (ii) the information that may have been obtained as a result of the breach, and (iii) the corrective action UKG is taking in response to the breach. Agreement No. 6687 DocuSign Envelope ID: 850A54CD-C92D-41DA-BE7F-D0874869333B Consent to Use Sub -processors. Customer agrees that UKG may use sub -processors to fullill its contractual obligations under the Agreement. The list of sub -processors that are currently engaged by UKG to carry out processing activities on Customer Data on behalf of Customer can be found at: www.ukg.com/tikg-dimensions.'aereentenl.stibprocessors Customer hereby authorizes the engagement as sub -processors ol' all entities set forth in such list. Customer further generally authorizes the engagement as sub -processors of any other third parties engaged by UKG for such purposes. The foregoing authorizations will constitute Customer's prior written consent to the subcontracting by UKG of the processing, of Customer Data if such consent is required under Applicable Laws. At least 30 days before any new sub -processor will carry out processing activities on Customer Data on behalf of Customer, UKG will update the applicable website atul provide Customer with a mechanism to obtain notice of that update. Customer may object to any such new sub -processor by terminating the Agrccment upon written notice to UKG, such written notice to be provided within 60 days of being infonned of the engagement of the sub - processor. This termination right is Customer's sole and exclusive remedy if Customer objects to any new sub -processor. Sub -processor Obligations. When engaging any sub -processor: a. UKG will enter into a written agreement with the sub -processor; b. UKG will endeavor to ensure that the sub -processor provides sufficient guarantees to implement appropriate technical and organizational measures to meet the requirements of applicable Data Protection Laws; and, UKG will remain responsible for the performance of the sub -processor's data protection obligations pursuant to such written agreement and the requirements of applicable Data Protection Laws. 7. WARRANTY UKG warrants that the Servicc will be provided in a professional and workmanlike manner. TO THE EXTENT PERMITTED UNDER APPLICABLE LAIN', UKG DISCLAIMS ALL OTHER WARRANTIES RELATED TO THE SERVICE, EITHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTiES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. if Customer informs UKG in writing that there is a material deficiency in the Service which is making this warranty untrue. UKG will use its reasonable commercial efforts to correct the non -conforming Service at no additional charge. and if UKG is unable to do so within a reasonable period of time. Customer may terminale the then remaining Term of the Agreement. which will be Custimier's sole anti exclusive remedy. Customer agrees to provide UKG with reasonable information anti assistance to enable UKG to reproduce or verify the non -conforming aspect of the Service. 8. LICENSE As part of the Service. UKG will provide Customer access to and use of the Technology, including the Applications. UKG hereby grants Customer a limited, revocable. non-exclusive, Agreement No. 6687 DocuSign Envelope ID: 850A54CD-C92D-41DA-BE7F-DO874869333B non -transferable, non -assignable right to use the Service, including the Technology, during the Term and for internal business purposes only. Customer acknowledges and agrees that the right to use the Service, including Seasonal Licenses when included on the Order Form, is Limited based upon the number of Authorized Users, and Customer's payment of the corresponding PEPM Fees. Customer agrees to use the Applications only for the number of employees stated on the total of all Order Forms for the applicable Applications. Customer agrees not to use any other Application nor increase the number of employees using an Application unless Customer enters into an additional Order Form that will permit the Customer to have additional Authorized Users. UKG owns all title or possesses all intellectual property rights in and to the Technology used in delivering the Service. Customer has a right to use this -Technology and to receive the Service subject to this Agreement, No other use of the Technology is permitted. Customer is specifically prohibited from reverse engineering, disassembling or decompiling the Technology, or otherwise attempting to derive the source code of the Technology. CLI.Stomer cannot contact third party licensors or suppliers for direct support of the Technology. No license, right, or interest in any UKG trademark, trade name, or service mark, or those of any third party supplying Technology as part of the Service, is granted hereunder. Customer shall be responsible for securing, paying for, and maintaining connectivity to the Services, including any and all related hardware, soltware, third party services and related equipment and components fir such connectivity. 9. SCOPE AND AUTHORITY Participating Entities may order the Service and other related offerings ITom UKG by signing an Order Form contemporaneously with this Agreement, or in the future by signing an Order Form specifically referencing this Agreement. Only the Parties entering into a particular Order Forni will be responsible under this Agreement for the items on that Order Form. The person signing this Agreement on behalf of UKG and on behalf of Customer represent that they are lawfully able to enter into contracts and are authorized to sign this Agreement and bind the entity on whose behalf they are entering into this Agreement. By signing an Order Form, each person signing such Order Form represents that they are lawfully able to enter into contracts and are authorized to sign the Order Form and bind the Participating Entity on whose behalf they are signing the Order Form. Authorized Users may access the Service on Customer's behalf, and Customer will be responsible for all actions taken by its Authorized Users. Customer will make sure that Authorized Users comply with Customer's obligations under this Agreement. Unless UKG breaches its obligations under this Agreement. UKG is not responsible for unauthorized access to Customer's account, nor activities undertaken with Customer's login credentials, nor by Customer's Authorized Users. Customer should contact UKG immediately if Customer believes an unauthorized person is using Customer's account or that Customer's account information has been compromised. Use of the Service includes the ability to enter into agreements and/or to make transactions electronically. This feature of the Service is referred to as the "Marketplace". The use of the Marketplace can be configured, and Customer may disable use of the Marketplace by same or all of its Authorized Users. CUSTOMER ACKNOWLEDGES THAT WIIEN AN AUTHORIZED USER INDICATES ACCEPTANCE OF Air AGREEMENT ANDfOR TRANSACTiON ELECTRONiCALLY WITHIN THE MARKETPLACE, THAT Agreement No. 6687 DocuSign Envelope ID: 850A54CD-C92D-41 DA-BE7F-Do874869333B ACCEPTANCE WILL CONSTITUTE. CUSTOMER'S LEGAL AGRF,EMENT AND INTENT TO BE BOUND BY AND TO PAY FOR SUCH AGREEMENTS AND TRANSACTIONS. THIS ACKNOWLEDGEMENT THAT CUSTOMER INTENDS TO BE BOUND BY SUCH ELECTRONIC ACCEPTANCE APPLIES TO ALL AGREEMENTS AND TRANSACTIONS CUSTOMER ENTERS INTO THROUGH THE SERVICE, SUCH AS ORDERS, CONTRACTS, STATEMENTS Ol: WORK, AND NOTICES OF CANCELLATION. 10. SUSPENSION UKG may suspend the Service if any amount that Customer owes UKG is more than thirty (30) days overdue. UKG will provide Customer with at least seven (7) days prior written notice that the Customer's account is overdue before UKG suspends the Service. Upon payment in full of all overdue amounts, UKG will immediately restore the Service. Customer is responsible for complying with the AUP. UKG and its third party cloud service provider reserve the right to review Customer's use of the Service and Customer Data for AUP compliance and enforcement. if UKG discovers an AUP violation, and UKG reasonably determines that UKG must take immediate action to prevent further harm, UKG may suspend Customer's use of the Service immediately without notice. UKG will contact Customer when UKG suspends the Service to discuss how the violation may be remedied, so that the Service may be restored as soon as possible. If UKG does not reasonably believe it needs to take immediate action, UKG will notify Customer of the AUP violation. Even if UKG doesn't notify Customer or suspend the Service.. Customer remains responsible for any such AUP violation. UKG will restore the Service once the AUP violation is cured or as both Parties may agree. 1 I. LAWS AND REGULATIONS UKG shall comply with all laws applicable to its respective business, including, all applicable data protection laws. 12. INDEMNIFICATION UKG will defend the Customer Indemnified Parties. from and against any and all Claims alleging that the permitted uses of the Service, Technology or Applications infringe or misappropriate any legitimate copyright or patent. UKG will indemnify and hold harmless the Customer indemnified Parties against any liabilities, obligations, costs or expenses (including, without limitation, reasonable at(orneys' fees) actually awarded to a third party by a court of applicable jurisdiction as a result of such Claim. or as a result of UKG's settlement of such a Claim. In the event that a final injunction is obtained against Customer's use of the Service by reason of infringement or misappropriation of any such copyright or patent, or if in 11KG's opinion, the Service is likely to become the subject of a successful claim of infringement or misappropriation, UKG (at its option and expense) will use commercially reasonable efforts to either (a) procure for Customer the right to continue using the Service as provided in the Agreement, or (b) replace or modity the Service so that the Service becomes non -infringing but remains substantively similar to the affected Service. Should neither (a) nor (b) be commercially reasonable, either Party may terminate Elie Agreement and the rights granted hereunder, at which time UKG will provide a refund to Customer of the PFPNi Fees paid by Customer for the infringing elements of the Service covering the period of their unavailability. Agreement No. 6687 DocuSign Envelope ID: 850A54CD-C92D-41DA-BE7F-D0874869333B UKG will have no liability to indemnify or defend Customer to the extent the alleged infringement or misappropriation is based on: (a) a modification of the Service undertaken by anyone other than UKG , or not undertaken at UKG's direction and in accordance with such direction; (b) use of the Service other than as authorized by this Agreement; or (c) use of the Service in conjunction with any equipment, service or software not provided by UKG, where the Service would not otherwise infringe, misappropriate or otherwise become the subject of the Claim. Customer will defend the UKG Indemnified Parties and hold them harmless from and against any and all Claims alleging that: (a) the Configurations violate any law applicable to the rights of an Authorized User; (b) Customer's modification or combination of the Service with other services. sollware or equipment not furnished by UKG , infringes or misappropriates any copyright or patent, provided that such modification or combination is the cause of such infringement and was not authorized by UKG in writing; or, (c) a claim that the Customer Data or its collection or use by Customer violates the AUP or Applicable Laws. Customer will have sole control of the defense of any such action and all negotiations for its settlement or compromise. UKG will cooperate fully (at Customer's expense) in the defense, settlement or compromise of any such action. Customer will indemnify and hold harmless the UKG indemnified Parties against any liabilities, obligations, costs or expenses (including, without limitation, reasonable attorneys' fees) actually awarded to a third party as a result of such Claims by a court of applicable jurisdiction or as a result of Customer settlement of such a Claim. The Indemnified Patty will provide written notice to the indemnifying party promptly after receiving notice ofsuch Claim. Ifthe defense ol'such Claim is materially prejudiced by a delay in providing such notice, the purported indemnil'ving party will be relieved from providing such indemnity to the extent of the delay's impact on the defense. The indemnifying party will have sole control of the defense of any indemnified Claim and all negotiations for its settlement or compromise, provided that such indemnifying, party will not enter into any settlement which imposes any obligations or restrictions on the applicable Indemnified Parties without the prior written consent of the other Party. The indemnified Parties will cooperate fully (at the indemnifying party',,, request and expense) with the indemnifying party in the defense, settlement or compromise of any such action. The indemnified party may retain its own counsel at its own expense, subject to the indemnifying party's rights above. 13. EXTENT AND LIMITATIONS OF LIABILITY EXCEPT FOR UKG's INDEMNIFICATION OBLIGATIONS EXPRESSLY SET FORTH IN THiS AGREEMENT, THE TOTAL AGGRFGATE LIABILITY OF UKG TO CUSTOMER OR TO ANY THIRD PARTY IN CONNECTION WITH THiS AGREEMENT WILL BE LIMITED TO ACTUAL AND DIRECT DAMAGES PROVEN BY CUSTOMER. SUCH DAMAGES NOT TO EXCEED AN AMOUNT EQUAL TO THE TOTAL NET PAYMENTS RECEIVED BY UKG FOR THE SERVICE iN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE IN WHICH THE CLAIM ARISES. NEITHER PARTY %DILL BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR PUNITIVE DA:NIAGES. NEl7`1-IER PARTY WILL BE LIABLE FOR THE COST OF ACQUIRING SUBSTITUTE OR REPLACEMENT SERVICES. NEITHER PARTY WILL BE LIABLE FOR ANY LOST OR IMPUTED PROFITS OR RF.VENliFS OR LOST DATA RESULTING FROM DELAYS, NONDFLIVERiES, MiSDFLiVF.RIES OR SERViC'ES INTERRUPTION, HOWEVER CAUSED. ARISING FROM Agreement No. 6687 DocuSign Envelope ID: 850A54CD-C92D-41DA-BE7F-00874869333B OR RELATED TO THE SERVICE OR THIS AGREEMENT. THESE LIMITATIONS APPLY FOR ANY REASON, REGARDLESS OF ANY LEGAL THEORY AND FOR WHATEVER REASON LIABILITY IS ASSERTED. THiS iS TRUE EVEN IF UKG AND CUSTOMER HAVE TOLD EACH OTHER THAT EITHER ONE IS CONCERNED ABOUT A PARTICULAR TYPE 01 LIABILITY. 14. INSURANCE During the tern of this Agreement. UKG shall maintain insurance coverage rated A "Excellent" by A.M. Best for the following risks in the following minimum amounts: Comprehensive General Liability insurance: $2 million aggregate; SI million per occurrence, including S l million personal injury. Business Auto_ S I million combined single limit bodily injury and property damage liability. Umbrella: $10 million aggregate, $10 million per occurrence. Workers' Compensation: as required by statute. Errors and Omissions (includes Cyber Liability coverage): $10 million aggregate, S 10 million per occurrence UKG shall provide Customer with a certificate evidencing the above insurance coverage. 15. TERMIiNATION OF AGREEMENT A' Non -Appropriation of Funds. Customer may terminate the Service in the event of a reduction in appropriations to any fund(s) from which Kronos is to be paid for Service ordered under this Agreement but not yet delivered. Customer will provide a thirty (30) 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 prior to the receipt of such notice by UKG. 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 Service, Customer has received fiscal appropriations for the amounts due during the Tcnn as indicated on such Order Forn. B. Nun -renewal. Either Party may terminate the Service upon at ]cast sixty (60) days prior written notice to be effective at the expiration of the then current Term. Customer may terminate Seasonal Licenses upon at least sixty (60) days prior written notice to be effective at the expiration of the then current Term. C. For Cause. Either Party may terminate the Service and this Agreement if the other Party fails to perform any material obligation under this Agreement, and such Party is not able to cure the non-performance within thirty (30) days of the date such Party is notified by the other Party of such default. D. For Bankruptcy. if either Party: 0) becomes insolvent. (ii) makes a general Agreement No. 6687 DocuSign Envelope ID: 850A54CD-C92D-41 DA-BE7F-Do8748693338 assignment for the benefit of our creditors, (iii) is adjudicated as bankrupt or insolvent. or (iv) has a proceeding commenced against it under applicable bankruptcy laws, the other Party may ask for a written assurance of future performance of a Party's obligations under this Agreement. If an assurance that provides reasonable evidence of future performance is not provided within ten (10) business days of a written request, the requesting Party may immediately terminate this Agreement upon written notice. 16. EFFECTS OF TERMINATION A. If the Agreement is tenninated for any reason: 1. All Fees will be paid by Customer for amounts owed through the effective date of termination. 2. Any Fees paid 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 termiination. 3. Customer's right to use the Service will end as of the effective date of termination. Notwithstanding such termination, Customer will have thirty (30) days after the effective date of termination to access the Service for purposes of retrieving Customer Data through tools provided by UKG that will enable Customer to so extract Customer Data. It' Customer requires a longer period of access to the Service after tenmination to retrieve Customer Data, such access will be subject to additional Fees. Extended access and use of the Services will be subject to the terms of this Agreement. 4. UKG will delete Customer Data after Customer's rights to access the Service and retrieve Customer Data have ended. UKG will delete Customer Data in a series of steps and in accordance with UKG's standard business practices !br destruction of Customer Data and system backups. Final deletion of Customer Data will be completed when the last backup that contained Customer Data is overwritten. 5. UKG and Custonmcr will each return or destroy any Confidential Information of the other Party, with any retained Confidential Information remaining subject to this Agreement. 6. 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 will so survive. 17. FEEDBACK From time to lime. Customer may provide Feedback. UKG has sole discretion to determine whether or not to undertake the development of any enhancements, new features or functionality contained in or with Feedback. Customer hereby grants UKG a royalty - free, fully paid up. worldwide, transferable, sublicensable, irrevocable, perpetual license to use, copy, distribute, transmit, display, perform, create derivative works of and otherwise fully exercise and commercially exploit the Feedback for any purpose in connection with UKG's business without any compensation to Customer or any other restriction or obligation, whether based on intellectual property right claim or otherwise. For the avoidance of doubt, no Feedback will be deemed to be Customer Confidential Information. and nothing in this Agreement limits UKG's right to independently use, develop, evaluate, or market products or services, whether incorporating Feedback or otherwise. Agreement No. 6687 DocuSign Envelope ID: 850A54CD-C92D-41 DA-BE7F-D0874869333B 18. NOTICES A, IJKG will notify Customer of changes in address. All notices given or required to be given pursuant to this Agreement will be in writing and may be given by personal delivery or by mail. Notice sent by mail will be addressed as follows: I'o Customer: To UKG: JOSE CALDERON, DIRECTOR - iTSD CiTY OF EL SEGUNDO 350 MAIN STREET EL SEGUNDO, CA 90245 KRONOS INCORPORATED ATTN: LEGAL 900 C'HELMSFORD STREET LOWELL, MA 01851 and. when addressed in accordance with this paragraph, will be effective when received in writing. Chances may be made in the names or addresses of persons to whom notices arc to be given by giving notice in the manner prescribed in this paragraph. 19. NON -APPROPRIATION OF FUNDS CITY acknowledges that payments due and payable to UKG for Services arc within the current budget for the Tenn indicated on the applicable Order Form and within an available, uncxhausted and uncncurnbered appropriation of the Customer. 20. INDEPENDENT CONTRACTOR CONSULTANT, CONSULTANT's subconsultants, employees, agents, and representatives, will act as independent contractors while performing (lie SERVICES and will have control of UKG's products and services and the manner in which it is performed, except as is otherwise provided herein. UKG will be free to contract for other services performed during the term of this Agreement. UKG is not an agent or cmploycc of Customer and is not entitled to participate in any pension plan, insurance, bonus or similar benefits Customer provides for its employees. 21. ASSIGNMENT Neither Party may assign this Agreement without the prior written consent of the other Party, provided. that no consent will be required liar either Party to assign this Agreement in whole (but not in part) to an affiliate or as a result of a sale of substantially all of the assigning Party's outstanding equity or substantially all of the assigning Party's assets to which this Aereernent relates, provided that (a) such proposed assignee agrees in writing to be bound by the temts and Agreement No. 6687 DocuSign Envelope ID: 850A54CD-C92D-41DA-BE7F-00874869333B conditions of this Agreement, (b) Customer provides written notice of assignment to UKG, (c) all fees and obligations due from Customer to UKG hereunder, have been met, and (d) such assignment is not to a UKG competitor. Any attempted assignment without the required consent is void. CONSiSTFNCY in interpreting this Agreement and resolving any ambiguities, the main body of this Agreement takes precedence over the attached Exhibits; this Agreement supersedes any conflicting provisions. Any inconsistency between the Exhibits and Attachmerus will be resolved in the order in which they appear below: A. Product exhibits and attachments 1. SLA (Attachment A-1), AUP (Exhibit C), Cloud Guidelines (Exhibit B), Boonli Term (Exhibit D) B. Order Form C. Statement of Work, ifany 22. ENTIRE AGREEMENT This Agreement (and any information in any referenced Exhibit or at any referenced URL or specifically incorporated by reference) along with the corresponding Order Form constitutes the entire agreement between the Parties pertaining to each Order Form. This Agreement supersedes all prior and contemporaneous representations, negotiations or communications between the Parties relating to its subject matter., This Agreement will bind and inure to the benefit of the Parties to this Agreement and any subsequent successors and assigns. If Customer uses its own purchase order as an Order Form, no pre-printed terms of that purchase order shall apply to the items ordered, and any reference to a UKG quote number or order number shall be deemed to incorporate that UKG quote or order form into Customer's purchase order. 23. MODifFICATiON No alteration, change or modification of the terms of the Agreement will be valid unless made in vvriting and signed by both Parties hereto and approved by appropriate action of Customer. The city manager may exercise this authority on behalf of Customer. 24. ELECTRONIC SIGNATC:RES FOR SUBSEQUENT AGREEMENTS This Agreement may be executed by the Parties on any number of separate counterparts, and all such counterparts so executed constitute one Agreement binding on all the Parties notwithstanding that all the Parties are not signatories to the same counterpart. In accordance with Government Code ` 16.5, the Parties agree that this Agreement. Agreements ancillary to this Agreement, and related documents to be entered into in connection with this Agreement will be considered signed when the signature of a party is delivered by electronic transmission. Such electronic signature will be treated in all respects as having the same effect as an original signature. 25. TAXPAYER IDENTIFICATION NUMBER UKG will provide Customer with UKG's Taxpayer identification Number. Agreement No. 6687 DocuSign Envelope ID: 850A54CD-C92D-41DA-BE7F-D0874869333B 26. WAIVER A waiver by Customer of any breach of any tern, covenant, or condition contained in this Agreement will not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant, or condition contained in this Agreement whether of the same or different character. The payment or acceptance of fees for any period after a default will not be deemed a waiver of any right or acceptance of defective performance. 27. SEVERABiLITY If any portion of this Agreement is declared by a court of competent jurisdiction to be invalid or unenforceable, then such portion will be deemed modified to the extent necessary in the opinion of the court to render such portion enforceable and. as so modified, such portion and the balance of this Agreement will continue in full force and effect. 28. FORCE NIAJEURE Should performance of this Agreement be prevented due to unforeseen circumstances including. but not limited to, fire, flood, explosion, acts of terrorism, war, embargo, government action, civil or military authority. the natural elements, or other similar causes beyond the Parties' reasonable control, then the Agreement will immediately terminate without obligation of either party to the other. 29. INTERPRETATION; VENUE This Agreement and its performance will be governed, interpreted, construed and regulated by the laws of the State of California. Exclusive venue for any action involving this Agreement will be in Los Angeles County. [SIGNATURES ON NEXT PAGE] Agreement No. 6687 DocuSign Envelope ID: 850A54CD-C92D-41DA-BE7F-DO874869333B IN WITNESS WHEREOF the parties hereto have executed this contract the day and year first hereinabove w-ritten. CITY OF EL SEGUNDO, a general law city DoeuSIgno,d by, UKG; EA 0a24'1., Scott Giangrande Darrell George. Name City Manager Ic if cml arec ATTEST: Tracy Weave r, City Clerk APPROVED ASTO FORM: Mark D. Hensley, City Attomey Joaquin \Tily quez. Deputy C'Attoniey Hank L Risk M Sr. order Processing Analyst Title Taxpayer 1 D No. __ 2640942 Agreement No. 6687 DocuSign Envelope ID: 850A54CD-C92D-41DA-BE7F-D0874869333B AttachmentA-1: Equipment Purchase, Rental, and Support; III 1,jk Attactmicnt A-2: Professional and Educational Services Policies: hltps: '"I''�N°�N'NN,Ll.C(iii;"Ci:i,iti-:ii-diiiieit,,,it)iis,t,,reeiiieiit,�P�-of�s.s�i�otl"tl,�,itiLlEdticzttioiiilsel.\ icespohey ZT, Attachment A-3: Service Level Agreement: !!!'I.P"�'�--'/Www� Ilk uxonvt� —rc� —Tn� i iv`scry ice- I evel -'s vTwl I ICII Exhibit B: UKG Dimensions Cloud Guidelines: III 1ps:ik\�w w ines Exhibit C: Acceptable Use Policy (AUP): Page 17 of 26 Rev. IONOV22 Agreement No. 6687 UKG Dimensions TM Agreement This UKG Dimensions TM Agreement (the "Agreement") governs the provision of UKG's UKG Dimensions software as a service and other related offerings by Kronos Incorporated, a UKG company, and its Participating Entities ("UKG") to Customer and its Participating Entities ("Customer"). Capitalized terms not defined within the text of the Agreement are defined in Exhibit E. This Agreement consists of this execution page and the following exhibits, which are incorporated by reference, and which form an integral part of this Agreement: Exhibit A: General Terms and Conditions Attachment A-1: Equipment Purchase, Rental, and Support Attachment A-2: Professional and Educational Services Policies Attachment A-3: Service Level Agreement Exhibit B: UKG Dimensions Cloud Guidelines: htt s www.uk .com uk -dimensions a reement cloud- uidelines Exhibit C: Acceptable Use Policy (AUP): Exhibit D: AtomSphere Service and Boomi Software Exhibit E: Definitions The description of the type, quantity, and cost of the specific offerings being ordered by Customer will be described in an Order Form, that will be mutually agreed upon and signed by the Parties pursuant and subject to this Agreement. If Implementation Services are to be delivered by UKG, the Parties may need to execute a Statement of Work, which will set forth the scope, objectives and other business terms of the Implementation Services ordered with the Order Form. This Agreement will serve as a master agreement for the Service and its related offerings. This Agreement contemplates that Participating Entities will enter into multiple Order Forms. This approach will allow the Parties to contract for additional or diverse products or services simply by signing a mutually agreeable Order Form and SOW, if applicable, without having to renegotiate or re -execute this Agreement. When Participating Entities enter into an Order Form, they are deemed to be "Customer" for purposes of this Page 1 of 16 Rev. 10NOV22 Agreement No. 6687 Agreement for that Order Form. Similarly, the UKG entity that enters into an Order Form is deemed to be "UKG " for purposes of this Agreement for that Order Form. Kronos Incorporated Dated: Name: Title: Customer Dated: B: Name: Title: Page 2 of 16 Rev. 10NOV22 Agreement No. 6687 Exhibit A: General Terms and Conditions Article 1. Order Forms 1.1 The following commercial terms may appear on an Order Form: a. The Application(s) included in the Service, and the other offerings being ordered by Customer b. Billing Start Date (i.e., the date the PEPM Fees begin to accrue) c. Initial Term (i.e., the initial billing term of the Service commencing on the Billing Start Date) d. Renewal Term (i.e., the renewal billing term of the Service) e. Billing Frequency (i.e., the frequency for the invoicing of the PEPM Fees such as Annual in Advance or Monthly in Arrears) i. "Annual in Advance" means payment is due on an annual basis with the invoice being issued upon execution of the Order Form. ii. "Monthly in Arrears" (usually for Implementation Services) means payment is due on a monthly basis with the invoice being issued at the end of the month. f. Payment Terms (i.e., the amount of days in which Customer must pay a UKG invoice) g. Shipping Terms (i.e., FOB — Shipping Point, Prepay and Add) 1.2 The following Fees may appear on an Order Form: a. PEPM Fees for use of the Service, including PEPM Fees for Seasonal Licenses b. Implementation Services Fees (The Order Form will note if Implementation Services Fees are included in PEPM Fees.) c. Equipment Purchase Fees d. Equipment Rental Fees 1.3 UKG may also sell (or rent) Equipment to Customer, and provide related Equipment Support Services, if included on an Order Form. These offerings are subject to this Agreement and the terms and conditions set forth in Attachment A-1. Article 2. Billing 2.1 UKG will invoice the Fees on the Billing Frequency indicated on the Order Form. For each Order Form, the billing period of the PEPM Fees will start on the Billing Start Date and will continue for the time period indicated as the Initial Term. Customer will pay the Fees on the Payment Terms and in the currency, indicated on the Order Form. Customer will send payment to the attention of UKG at the address indicated on the applicable invoice unless the Parties have made an alternative payment arrangement (such as credit card, wire transfer, ACH payment or otherwise). Unless expressly provided in this Agreement, Customer payments are non-refundable. Unless Customer has provided UKG with valid evidence of tax -exemption, Customer is responsible for all applicable Taxes related to the Service and other items set forth on the Order Form. Each Party is responsible to pay all costs and fees attributable to such Party pursuant to the Shipping Terms indicated on the Order Form. 2.2 At the expiration of the Initial Term, and at the expiration of each Renewal Term, the Service will automatically renew for a Renewal Term. For each Renewal Term, UKG may increase the PEPM Fees by no more than four percent (4%) over the previous year's PEPM Fees for the same Applications and the same licensed quantity. UKG will reflect these increased PEPM Fees in the applicable invoice for each Renewal Term. For renewals based on the Annual in Advance Billing Frequency, UKG will provide Page 3 of 16 Rev. 10NOV22 Agreement No. 6687 Customer with the renewal invoice prior to commencement of the Renewal Term and payment will be made by Customer in accordance with the payment terms agreed upon with Customer forthe Initial Term. 2.3 UKG will provide the Service to Customer during the entire Initial Term and each Renewal Term. Customer will pay for the Service for the entire Initial Term and each Renewal Term. Article 3. Additional Services Section 3.1 Implementation and Professional Services 3.1.1 Implementation Services are described in a SOW that the Parties will sign or reference on a signed Order Form. These SOWs are subject to this Agreement. Implementation Services are invoiced monthly as delivered, except if otherwise indicated on an Order Form. Each Party will perform their respective obligations as outlined in a signed SOW. 3.1.2 While Customer may configure the Applications itself, as part of the Implementation Services as described in an SOW, UKG may also configure the Applications. UKG will configure the Applications based on Customer's instructions and direction. Customer is solely responsible for ensuring that the Configurations comply with Applicable Law. 3.1.3 UKG may also provide Professional Services to Customerthat do not require an SOW but which will be as set forth on an Order Form. 3.1.4 UKG may also provide ala carte educational consulting services as Implementation Services or Professional Services as described in an SOW or Order Form. 3.1.5 The UKG policies set forth in Attachment A-2 shall apply to all Implementation Services and Professional Services provided by UKG. In the event of a conflict between the Professional Services Policies and this Agreement, the terms of this Agreement shall prevail. Section 3.2 Educational Services 3.2.1 As part of the PEPM Fees UKG will provide its live, hands-on virtual training facilitated by a knowledgeable instructor and delivered remotely via a published schedule. Training is intended for the following audiences: a. Core Team training to help key functional and technical users make informed solution design and configuration decisions, and to provide fundamental product knowledge. b. Application & System Administrator to prepare functional and technical super users to perform their most common tasks in the solution. 3.2.2 As part of the PEPM Fees UKG shall also provide self -paced product training. 3.2.3 UKG also offers fee -based consulting services that are not included underthe terms of the Educational Services referenced above. Section 3.3 Support Services Page 4 of 16 Rev.10NOV22 Agreement No. 6687 3.3.1 Support Services for the Services will be provided and include (i) customer phone, email and online support 24 hours a day/7 days a week and (ii) periodic enhancements and modifications to the Applications, including bug fixes to correct verifiable and reproducible errors reported to UKG. Article 4. Service Level Agreement UKG offers the Service Level Agreement and associated SLA Credits as described in Attachment A-3. The SLA Credits are Customer's sole and exclusive remedy in the event of any Outage. UKG remains obligated to provide the Service as otherwise described in this Agreement. Article 5. Data, Confidentiality, Security and Privacy Section 5.1 Data 5.1.1 Customer owns Customer Data. Customer is solely responsible for Customer Data, including ensuring that Customer Data complies with the Acceptable Use Policy and Applicable Law. Customer is solely responsible for any Claims that may arise out of or relating to Customer Data. 5.1.2 "Aggregated Data" is any statistical data that is derived from the operation of the Service, including without limitation, for analysis of the Service, Configurations or Customer Data, and is created by UKG in response to specified queries for a set point in time; including without limitation aggregation, metrics, trend data, correlations, benchmarking, determining best practices, the number and types of transactions, configurations, records, reports processed in the Service, and the performance results for the Service. UKG owns the Aggregated Data. Nothing in this Agreement will prohibit UKG from utilizing the Aggregated Data for any purposes, provided that UKG's use of Aggregated Data will anonymize Customer Data, will not reveal any Customer Confidential Information, and will not reveal any Personally Identifiable Information. Section 5.2 Confidentiality Each Party will treat the Confidential Information of the other Party with a reasonable standard of care commensurate with the sensitivity of such Confidential Information and as further described in this Agreement. Each Parry will only use the Confidential Information of the other Party for the purposes of fulfilling its obligations under this Agreement and as reasonably necessary to provide the Service. UKG agrees that it will not use any such Confidential Information for marketing or other commercial purposes. Confidential Information may be shared with and disclosed to (i) any subsidiary or affiliate of each of the Parties, or (ii) any court or governmental agency of competent jurisdiction, 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 discloser has an opportunity to contest any disclosure required by a legal process). Either Party may seek injunctive relief to preserve its rights under this section without the requirement to post a bond. Section 5.3 Security and Privacy 5.3.1 UKG will maintain the Controls throughout the Term. 5.3.2 Each Party will comply with all Applicable Laws, including, without limitation, Data Protection Laws. Page 5 of 16 Rev. 10NOV22 Agreement No. 6687 5.3.3 UKG employees will access Customer Data from the locations from which such employees work. Customer consents to UKG's handling, collection, use, transfer, and processing of Customer Data to provide the Service. As may be required by Applicable Law, Customer will ensure that Customer Data may be provided to UKG for the purposes of providing the Service. Customer has obtained all necessary consents from individuals to enable UKG to use the Customer Data to provide the Service. As may be contemplated by the applicable Data Protection Laws, Customer will remain the "controller" of Customer Data and UKG will be considered a "processor" of Customer Data. 5.3.4 UKG will notify Customer in accordance with Applicable Law upon becoming aware of an unauthorized access of Customer Data. To the extent reasonably possible, such a notification will include, at a minimum (i) a description of the breach, (ii) the information that may have been obtained as a result of the breach, and (iii) the corrective action UKG is taking in response to the breach. 5.3.5 Consent to Use Sub -processors. Customer agrees that UKG may use sub -processors to fulfill its contractual obligations under the Agreement. The list of sub -processors that are currently engaged by UKG to carry out processing activities on Customer Data on behalf of Customer can be found at: www.ukg.com/ukg-dimensions/agreement/subprocessors 5.3.6 Customer hereby authorizes the engagement as sub -processors of all entities set forth in such list. Customer further generally authorizes the engagement as sub -processors of any other third parties engaged by UKG for such purposes. The foregoing authorizations will constitute Customer's prior written consent to the subcontracting by UKG of the processing of Customer Data if such consent is required under Applicable Laws. 5.3.7 At least 30 days before any new sub -processor will carry out processing activities on Customer Data on behalf of Customer, UKG will update the applicable website and provide Customer with a mechanism to obtain notice of that update. Customer may object to any such new sub -processor by terminating the Agreement upon written notice to UKG, such written notice to be provided within 60 days of being informed of the engagement of the sub -processor. This termination right is Customer's sole and exclusive remedy if Customer objects to any new sub -processor. 5.3.8 Sub -processor Obligations. When engaging any sub -processor: a. UKG will enter into a written agreement with the sub -processor; b. UKG will endeavor to ensure that the sub -processor provides sufficient guarantees to implement appropriate technical and organizational measures to meet the requirements of applicable Data Protection Laws; and, c. UKG will remain responsible for the performance of the sub -processor's data protection obligations pursuant to such written agreement and the requirements of applicable Data Protection Laws. Article 6. Warranty UKG warrants that the Service will be provided in a professional and workmanlike manner. TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, UKG DISCLAIMS ALL OTHER WARRANTIES RELATED TO THE SERVICE, EITHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND Page 6 of 16 Rev.10NOV22 Agreement No. 6687 FITNESS FOR A PARTICULAR PURPOSE. If Customer informs UKG in writing that there is a material deficiency in the Service which is making this warranty untrue, UKG will use its reasonable commercial efforts to correct the non -conforming Service at no additional charge, and if UKG is unable to do so within a reasonable period of time, Customer may terminate the then remaining Term of the Agreement, which will be Customer's sole and exclusive remedy. Customer agrees to provide UKG with reasonable information and assistance to enable UKG to reproduce or verify the non -conforming aspect of the Service. Article 7. License Section 7.1 Technology License 7.1.1 As part of the Service, UKG will provide Customer access to and use of the Technology, including the Applications. UKG hereby grants Customer a limited, revocable, non-exclusive, non -transferable, non - assignable right to use the Service, including the Technology, during the Term and for internal business purposes only. Customer acknowledges and agrees that the right to use the Service, including Seasonal Licenses when included on the Order Form, is limited based upon the number of Authorized Users, and Customer's payment of the corresponding PEPM Fees. Customer agrees to use the Applications only for the number of employees stated on the total of all Order Forms forthe applicable Applications. Customer agrees not to use any other Application nor increase the number of employees using an Application unless Customer enters into an additional Order Form that will permit the Customer to have additional Authorized Users. 7.1.2 UKG owns all title or possesses all intellectual property rights in and to the Technology used in delivering the Service. Customer has a right to use this Technology and to receive the Service subject to this Agreement. No other use of the Technology is permitted. Customer is specifically prohibited from reverse engineering, disassembling or decompiling the Technology, or otherwise attempting to derive the source code of the Technology. Customer cannot contact third party licensors or suppliers for direct support of the Technology. No license, right, or interest in any UKG trademark, trade name, or service mark, or those of any third party supplying Technology as part of the Service, is granted hereunder. 7.1.3 Customer shall be responsible for securing, paying for, and maintaining connectivity to the Services, including any and all related hardware, software, third party services and related equipment and components for such connectivity. Article 8. Scope and Authority 8.1 Participating Entities may order the Service and other related offerings from UKG by signing an Order Form contemporaneously with this Agreement, or in the future by signing an Order Form specifically referencing this Agreement. Only the Parties entering into a particular Order Form will be responsible under this Agreement for the items on that Order Form. 8.2 The person signing this Agreement on behalf of UKG and on behalf of Customer represent that they are lawfully able to enter into contracts and are authorized to sign this Agreement and bind the entity on whose behalf they are entering into this Agreement. By signing an Order Form, each person signing such Order Form represents that they are lawfully able to enter into contracts and are authorized to sign the Order Form and bind the Participating Entity on whose behalf they are signing the Order Form. Page 7 of 16 Rev. 10NOV22 Agreement No. 6687 8.3 Authorized Users may access the Service on Customer's behalf, and Customer will be responsible for all actions taken by its Authorized Users. Customer will make sure that Authorized Users comply with Customer's obligations under this Agreement. Unless UKG breaches its obligations under this Agreement, UKG is not responsible for unauthorized access to Customer's account, nor activities undertaken with Customer's login credentials, nor by Customer's Authorized Users. Customer should contact UKG immediately if Customer believes an unauthorized person is using Customer's account or that Customer's account information has been compromised. 8.4 Use of the Service includes the ability to enter into agreements and/or to make transactions electronically. This feature of the Service is referred to as the "Marketplace". The use of the Marketplace can be configured, and Customer may disable use of the Marketplace by some or all of its Authorized Users. CUSTOMER ACKNOWLEDGES THAT WHEN AN AUTHORIZED USER INDICATES ACCEPTANCE OF AN AGREEMENT AND/OR TRANSACTION ELECTRONICALLY WITHIN THE MARKETPLACE, THAT ACCEPTANCE WILL CONSTITUTE CUSTOMER'S LEGAL AGREEMENTAND INTENTTO BE BOUND BYAND TO PAY FOR SUCH AGREEMENTS AND TRANSACTIONS. THIS ACKNOWLEDGEMENT THAT CUSTOMER INTENDS TO BE BOUND BY SUCH ELECTRONIC ACCEPTANCE APPLIES TO ALL AGREEMENTS AND TRANSACTIONS CUSTOMER ENTERS INTO THROUGH THE SERVICE, SUCH AS ORDERS, CONTRACTS, STATEMENTS OF WORK, AND NOTICES OF CANCELLATION. Article 9. Suspension 9.1 UKG may suspend the Service if any amount that Customer owes UKG is more than thirty (30) days overdue. UKG will provide Customer with at least seven (7) days prior written notice that the Customer's account is overdue before UKG suspends the Service. Upon payment in full of all overdue amounts, UKG will immediately restore the Service. 9.2 Customer is responsible for complying with the AUP. UKG and its third party cloud service provider reserve the right to review Customer's use of the Service and Customer Data for AUP compliance and enforcement. If UKG discovers an AUP violation, and UKG reasonably determines that UKG must take immediate action to prevent further harm, UKG may suspend Customer's use of the Service immediately without notice. UKG will contact Customer when UKG suspends the Service to discuss how the violation may be remedied, so that the Service may be restored as soon as possible. If UKG does not reasonably believe it needs to take immediate action, UKG will notify Customer of the AUP violation. Even if UKG doesn't notify Customer or suspend the Service, Customer remains responsible for any such AUP violation. UKG will restore the Service once the AUP violation is cured or as both Parties may agree. Article 10. Termination Section 10.1. Types of Termination 10.1.1 Non -renewal. Either Party may terminate the Service upon at least sixty (60) days prior written notice to be effective at the expiration of the then current Term. Customer may terminate Seasonal Licenses upon at least sixty (60) days prior written notice to be effective at the expiration of the then current Term. 10.1.2 For Cause. Either Party may terminate the Service and this Agreement if the other Party fails to perform any material obligation under this Agreement, and such Party is not able to cure the non- performance within thirty (30) days of the date such Party is notified by the other Party of such default. Page 8 of 16 Rev. 10NOV22 Agreement No. 6687 10.1.3 For Bankruptcy. If either Party: (i) becomes insolvent, (ii) makes a general assignment for the benefit of our creditors, (iii) is adjudicated as bankrupt or insolvent, or (iv) has a proceeding commenced against it under applicable bankruptcy laws, the other Party may ask for a written assurance of future performance of a Party's obligations under this Agreement. If an assurance that provides reasonable evidence of future performance is not provided within ten (10) business days of a written request, the requesting Party may immediately terminate this Agreement upon written notice. Section 10.2 Effects of Termination If the Agreement is terminated for any reason: a. All Fees will be paid by Customer for amounts owed through the effective date of termination. b. Any Fees paid 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. c. Customer's right to use the Service will end as of the effective date of termination. Notwithstanding such termination, Customer will have thirty (30) days after the effective date of termination to access the Service for purposes of retrieving Customer Data through tools provided by UKG that will enable Customer to so extract Customer Data. If Customer requires a longer period of access to the Service after termination to retrieve Customer Data, such access will be subject to additional Fees. Extended access and use of the Services will be subject to the terms of this Agreement. d. UKG will delete Customer Data after Customer's rights to access the Service and retrieve Customer Data have ended. 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. Final deletion of Customer Data will be completed when the last backup that contained Customer Data is overwritten. e. 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. f. 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 will so survive. Article 11. Indemnification 11.1 UKG will defend the Customer Indemnified Parties, from and against any and all Claims alleging that the permitted uses of the Service, Technology or Applications infringe or misappropriate any legitimate copyright or patent. UKG will indemnify and hold harmless the Customer Indemnified Parties against any liabilities, obligations, costs or expenses (including, without limitation, reasonable attorneys' fees) actually awarded to a third party by a court of applicable jurisdiction as a result of such Claim, or as a result of UKG's settlement of such a Claim. In the event that a final injunction is obtained against Customer's use of the Service by reason of infringement or misappropriation of any such copyright or patent, or if in UKG's opinion, the Service is likely to become the subject of a successful claim of infringement or misappropriation, UKG (at its option and expense) will use commercially reasonable efforts to either (a) procure for Customer the right to continue using the Service as provided in the Agreement, or (b) replace or modify the Service so that the Service becomes non -infringing but remains substantively similar to the affected Service. Should neither (a) nor (b) be commercially reasonable, either Party may terminate the Agreement and the rights granted hereunder, at which time UKG will provide a refund to Customer of the PEPM Fees paid by Customer for the infringing elements of the Service covering the period of their unavailability. Page 9 of 16 Rev. 10NOV22 Agreement No. 6687 11.2 UKG will have no liability to indemnify or defend Customer to the extent the alleged infringement or misappropriation is based on: (a) a modification of the Service undertaken by anyone other than UKG , or not undertaken at UKG's direction and in accordance with such direction; (b) use of the Service other than as authorized by this Agreement; or (c) use of the Service in conjunction with any equipment, service or software not provided by UKG, where the Service would not otherwise infringe, misappropriate or otherwise become the subject of the Claim. 11.3 Customer will defend the UKG Indemnified Parties and hold them harmless from and against any and all Claims alleging that: (a) the Configurations violate any law applicable to the rights of an Authorized User; (b) Customer's modification or combination of the Service with other services, software or equipment not furnished by UKG, infringes or misappropriates any copyright or patent, provided that such modification or combination is the cause of such infringement and was not authorized by UKG in writing; or, (c) a claim that the Customer Data or its collection or use by Customer violates the AUP or Applicable Laws. Customer will have sole control of the defense of any such action and all negotiations for its settlement or compromise. UKG will cooperate fully (at Customer's expense) in the defense, settlement or compromise of any such action. Customer will indemnify and hold harmless the UKG Indemnified Parties against any liabilities, obligations, costs or expenses (including, without limitation, reasonable attorneys' fees) actually awarded to a third party as a result of such Claims by a court of applicable jurisdiction or as a result of Customer settlement of such a Claim. 11.4 The Indemnified Party will provide written notice to the indemnifying party promptly after receiving notice of such Claim. If the defense of such Claim is materially prejudiced by a delay in providing such notice, the purported indemnifying party will be relieved from providing such indemnity to the extent of the delay's impact on the defense. The indemnifying party will have sole control of the defense of any indemnified Claim and all negotiations for its settlement or compromise, provided that such indemnifying party will not enter into any settlement which imposes any obligations or restrictions on the applicable Indemnified Parties without the prior written consent of the other Party. The Indemnified Parties will cooperate fully (at the indemnifying party's request and expense) with the indemnifying party in the defense, settlement or compromise of any such action. The indemnified party may retain its own counsel at its own expense, subject to the indemnifying party's rights above. Article 12. Extent and Limitations of Liability 12.1 EXCEPT FOR UKG's INDEMNIFICATION OBLIGATIONS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE TOTAL AGGREGATE LIABILITY OF UKG TO CUSTOMER OR TO ANYTHIRD PARTY IN CONNECTION WITH THIS AGREEMENT WILL BE LIMITED TO ACTUAL AND DIRECT DAMAGES PROVEN BY CUSTOMER, SUCH DAMAGES NOT TO EXCEED AN AMOUNT EQUAL TO THE TOTAL NET PAYMENTS RECEIVED BY UKG FOR THE SERVICE IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE IN WHICH THE CLAIM ARISES. 12.2 NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES. NEITHER PARTY WILL BE LIABLE FOR THE COST OF ACQUIRING SUBSTITUTE OR REPLACEMENT SERVICES. NEITHER PARTY WILL BE LIABLE FOR ANY LOST OR IMPUTED PROFITS OR REVENUES OR LOST DATA RESULTING FROM DELAYS, NONDELIVERIES, MISDELIVERIES OR SERVICES INTERRUPTION, HOWEVER CAUSED, ARISING FROM OR RELATED TO THE SERVICE OR THIS AGREEMENT. THESE LIMITATIONS APPLY FOR ANY REASON, REGARDLESS OF ANY LEGAL THEORY AND FOR WHATEVER Page 10 of 16 Rev. 10NOV22 Agreement No. 6687 REASON LIABILITY IS ASSERTED. THIS 15 TRUE EVEN IF UKG AND CUSTOMER HAVE TOLD EACH OTHER THAT EITHER ONE IS CONCERNED ABOUT A PARTICULAR TYPE OF LIABILITY. Article 13. Changes The information found in any Exhibit (or at any URL referenced in this Agreement) may change over the Term. Any such change will be effective as of the start of the next Renewal Term after such change is announced or published by UKG. Article 14. Feedback From time to time, Customer may provide Feedback. UKG has sole discretion to determine whether or not to undertake the development of any enhancements, new features or functionality contained in or with Feedback. Customer hereby grants UKG a royalty -free, fully paid up, worldwide, transferable, sublicensable, irrevocable, perpetual license to use, copy, distribute, transmit, display, perform, create derivative works of and otherwise fully exercise and commercially exploit the Feedback for any purpose in connection with UKG's business without any compensation to Customer or any other restriction or obligation, whether based on intellectual property right claim or otherwise. For the avoidance of doubt, no Feedback will be deemed to be Customer Confidential Information, and nothing in this Agreement limits UKG's right to independently use, develop, evaluate, or market products or services, whether incorporating Feedback or otherwise. Article 15. General 15.1 This Agreement is governed by and is to be interpreted in accordance with the laws of the state, province and country in which UKG is incorporated, without regard to any conflict of law provision if and as applicable. Each Party waives the application of the United Nations Commission on International Trade Law and United Nations Convention on Contracts for the International Sale of Goods as to the interpretation or enforcement of the Agreement and waives and "opts out" of the Uniform Computer Information Transactions Act (UCITA), or such other similar laws as may have been adopted. 15.2 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. 15.3 Customer may not assign this Agreement without UKG's prior written consent. 15.4 If there is some unforeseen event reasonably beyond the control of each of the Parties, such as acts of war, terrorism, or uprising, or acts of nature like earthquakes or floods, or civil unrest like embargoes, riots, sabotage or labor shortages, or changes in laws or regulations, or the failure of the internet or communications via common networks, or a power failure, or a delay in transportation, (collectively "Force Majeure"), each Party will be excused from performance of its obligations under this Agreement for the duration of the Force Majeure affecting such Party. The affected Party will use reasonable efforts to mitigate the impact of the Force Majeure on the other Party. UKG is still obligated to provide the disaster recovery portion of the Service if UKG's performance of those disaster recovery services is not also prevented by the Force Majeure. 15.5 When either Party needs to provide official notification under this Agreement, those notices will be in writing and considered delivered upon actual receipt to the addresses stated on the relevant Order Page 11 of 16 Rev. 10NOV22 Agreement No. 6687 Form or as otherwise communicated in writing to each other. Each Party agrees that an e-signature (or a facsimile signature by the authorized representative) is evidence of acceptance of a valid and enforceable agreement. 15.6 No third party beneficiaries exist under this Agreement. 15.7 This Agreement (and any information in any referenced Exhibit or at any referenced URL or specifically incorporated by reference) along with the corresponding Order Form constitutes the entire agreement between the Parties pertaining to each Order Form. This Agreement supersedes all prior and contemporaneous representations, negotiations or communications between the Parties relating to its subject matter. Except as otherwise provided in this Agreement, this Agreement may only be amended in writing signed by each of the Parties. If Customer uses its own purchase order as an Order Form, no pre-printed terms of that purchase order shall apply to the items ordered, and any reference to a UKG quote number or order number shall be deemed to incorporate that UKG quote or order form into Customer's purchase order. Attachment A-1: Equipment Purchase, Rental, and Support: htt s: www.uk .com a ui ment- urchase-rental-su ort Attachment A-2: Professional and Educational Services Policies: htt s: www,Li .com central -dimensions reernent Professio�tialandEducation,alServicesPolic Attachment A-3: Service Level Agreement: htt s: www.uk ,com uk -dimensions reemenit service -level -a reement. Page 12 of 16 Rev. IONOV22 Agreement No. 6687 Exhibit D: AtomSphere Service and Boomi Software As part of the Service, Customer has the right to access and use the Boomi AtomSphere Service provided by Boomi, LP. ("Boomi") and a non-exclusive, non -transferable and non-sublicensable license to use the associated Boomi Software as part of the Boomi AtomSphere Service. Customer may use the Boomi AtomSphere Service and the Boomi Software only to create integrations to and from the Service. If the Agreement terminates, Customer's rights to access the Boomi AtomSphere Service and the Boomi Software also terminates. Customer understands and agrees that the AtomSphere Service and the Boomi Software may work in conjunction with third party products and Customer agrees to be responsible for ensuring that it is properly licensed to use such third party products. Customer further understands and agrees that (i) the AtomSphere Service and the Boomi Software are protected by copyright and other intellectual property laws and treaties, (ii) Boomi, its Affiliates and/or its suppliers own the copyright, and other intellectual property rights in the AtomSphere Service and Boomi Software, (iii) the Boomi Software is licensed, and not sold, (iv) this Agreement does not grant Customer any rights to Boomi's trademarks or service marks, and (v) with respect to the AtomSphere Service and Boomi Software, Boomi reserves any and all rights, implied or otherwise, which are not expressly granted to Customer in this Agreement. Customer may, at its discretion, store other data on the systems to which it is provided access in connection with its use of the AtomSphere Service (the "Hosted Environment"). Customer is solely responsible for collecting, inputting and updating all Customer data stored in the Hosted Environment, and for ensuring that Customer complies with the Acceptable Use Policy with respect to the AtomSphere Service and Boomi Software. Customer agrees that such data may be accessed and used by Boomi and its representatives worldwide as may be needed to support Boomi's standard business operations with respect to the AtomSphere Service and Boomi Software. Customer agrees that data consisting of Customer contact information (e.g., email addresses, names) provided as part of Maintenance AtomSphere Services may be sent to Boomi's third party service providers as part of Boomi's services improvement processes. In connection with the use of the Hosted Environment and the AtomSphere Service, Customer may not (i) attempt to use or gain unauthorized access to Boomi's or to any third-party's networks or equipment; (ii) permit other individuals or entities to copy the Boomi Software; nor (iii) provide unauthorized access to or use of any Boomi Software or the associated access credentials. Customer shall cooperate with Boomi's reasonable investigation of Hosted Environment outages, security issues, and any suspected breach of this Section. Page 13 of 16 Rev. IONOV22 Agreement No. 6687 Exhibit E: Definitions "Acceptable Use Policy" and "AUP" are interchangeable terms referring to the UKG policy describing prohibited uses of the Service as further described in Exhibit C. "Applicable Law(s)" means any applicable provisions of all laws, codes, legislative acts, regulations, ordinances, rules, rules of court, and orders which govern the Party's respective business. "Authorized User" means any individual or entity that directly (or through another Authorized User) accesses or uses the Service with any login credentials or passwords Customer uses to access the Service. "Application(s)" means those UKG Dimensions software application programs set forth on an Order Form which are made accessible for Customer to use under the terms of this Agreement. "Boom! AtomSphere Service" means the third -party service for the creation of integrations by Customer as further described in Exhibit D, which the Customer and Customer's Authorized Users have the right to access through the Service. "Boomi Software" means the third -party proprietary software associated with the Boomi AtomSphere Service as further described in Exhibit D. "Claim(s)" means any and all notices, charges, claims, proceedings, actions, causes of action and suits, brought by a third party. "Confidential Information" is any non-public information relating to each of Customer's and UKG's businesses and those of UKG's Technology suppliers that is disclosed pursuant to this Agreement and which reasonably should have been understood by the recipient of such information to be confidential because of (i) legends or other markings, (ii) the circumstances of the disclosure, or (iii) the nature of the information itself. Information will not be considered "Confidential Information" if the information was (i) in the public domain without any breach of this Agreement; (ii) disclosed to the Receiving Party on a non -confidential basis from a source which is 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; or (iii) released in writing from confidential treatment by Delivering Party; or (iv) required to be disclosed 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 Delivering Party. "Configuration(s)" means the Customer specific settings of the parameters within the Applications(s), including pay and work rules, security settings such as log -in credentials, passwords, and private keys used to access the Service. "Controls" means the administrative, physical, and technical safeguards for the protection of the security, confidentiality and integrity of Customer Data, designed and implemented by UKG to secure Customer Data against accidental or unlawful loss, access or disclosure consistent with the AICPA Trust Principles Criteria for security, availability, confidentiality and processing integrity (SOC 2). Page 14 of 16 Rev. 10NOV22 Agreement No. 6687 "Customer Data" means all content Customer, or its Authorized Users, posts or otherwise inputs into the Service, including but not limited to information, data (such as payroll data, vacation time, hours worked or other data elements associated with an Authorized User), text, multimedia images (e.g. graphics, audio and video files), or compilations. "Customer Indemnified Party(ies)" means Customer and Customer's respective directors, officers, and employees. "Data Protection Law(s)" means all international, federal, state, and local laws, rules, regulations, directives and published governmental or regulatory decisions that specify data privacy, data protection or data security obligations, and which, in each case, have the force of law applicable to a Party's collection, use, processing, storage, or disclosure of Personally Identifiable Information. "Documentation" means the published specifications for the applicable Applications and Equipment, such as user manuals and administrator guides. "Educational Services" means the services described in Section 3.2 (Educational Services), including but not limited to (i) UKG KnowledgeMap Learning Portal; (ii) UKG KnowledgeMap Live; and (iii) ala carte educational consulting services. "Equipment" means UKG equipment such as time clocks, devices, or other equipment set forth on an Order Form. "Equipment Support Services" means the maintenance and support services related to UKG's support of Equipment as further described in Attachment A-1. "Feedback" means suggestions, ideas, comments, know how, techniques or other information provided to UKG for enhancements or improvements, new features or functionality or other feedback with respect to the Service. "Fees" means the charges to be paid by Customer for a particular item. "Implementation Services" means those professional services provided by UKG to set up the cloud environment and to setup the Configurations within the Applications, as set forth in an SOW. "UKG KnowledgeMapTM" means the online educational portal providing access to learning resources. "UKG KnowledgeMapTm Live" means the service providing instructor led training by user role on a rotating course schedule. "UKG Indemnified Party(ies)" means UKG and its third -party Technology suppliers and each of their respective directors, officers, employees, agents and independent contractors. "Order Form" means an order form mutually agreed upon by UKG and Customer setting forth, among other things, the items ordered by Customer and to be provided by UKG and the Fees to be paid by Customer. "Participating Entity(ies)" means those UKG or Customer entities that (i) directly or indirectly control, are controlled by, or are under common control with UKG or Customer, respectively and (ii) sign an Order Page 15 of 16 Rev.IONOV22 Agreement No. 6687 Form for the Service. "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, voting trust or otherwise. "Party(ies)" means UKG or Customer, or both of them, as the context dictates. "PEPM" means the per employee per month fee for a Customer's Authorized Users access to the Service. "Personally Identifiable Information" means information concerning individually identifiable employees of Customer that is protected against disclosure under Applicable Data Protection Law. "Professional Services" means the professional, consulting, or training services provided by UKG pursuant to an Order Form and which are not described in a Statement of Work. "Seasonal Licenses" are limited use licenses that have the following attributes: (i) valid only for the four (4) consecutive months during the annual period identified on the Order Form; (ii) valid from the first day of the month in which they commence until the end on the last day of the month in which they expire; and (iii) will be effective automatically each year during the Term, subject to termination and non -renewal as provided in the Agreement. "Service" means the UKG supply of the commercially available version of the UKG Dimensions SaaS Applications in UKG's hosted environment and the services described in the Agreement related thereto. "Statement of Work" and "SOW" are interchangeable terms referring to a written description of the Implementation Services. "Taxes" means all applicable taxes relating to the goods and services provided by UKG hereunder, including all duties and country, federal, state, provincial or local taxes (including GST or VAT if applicable) but excluding taxes on UKG's income or business privilege. "Technology" means the intellectual property of UKG within the Service, including but not limited to the Applications. "Term" means the Initial Term and any Renewal Terms. Page 16 of 16 Rev. IONOV22 Agreement No. 6687 DocuSign Envelope ID: 850A54CD-C92D-41DA-BE7F-D0874869333B Exhibit D: AtomSplcre Sen.-icc and Boomi Software As part of the Service. Customer has the right to access and use the Boomi AtomSpherc Service provided by Boomi, LP. ("Boomi") and a non-exclusive, non -transferable and non-sublicensable license to use the associated Boomi Sofhvare as part of the Boomi AtomSphere Service. Customer may use the Boomi AtomSphcre Scrvice and the Boomi Sofhvare only to create integrations to and from the Service. If the Agreement terminates, Customer's rights to access the Boomi AtomSphere Service and the Boomi Software also terminates. Customer understands and agrees that the AtomSphere Service and the Boomi Sofhvare may work in conjunction with third party products and Customer agrees to be responsible for ensuring that it is properly licensed to use such third party products. Customer fttrther understands and agrees that (i) the AtomSplere Service and the Boomi Software are protected by copyright and other intellectual property laws and treaties, (ii) Boomi, its Affiliates and/or its suppliers own the copyright, and other intellectual property rights in the AtomSphere Service and Boomi Software, (iii) the Boomi Software is licensed, and not sold, (iv) this Agreement does not grant Customer any rights to Boomi's trademarks or service marks, and (v) with respect to the AtomSphere Service and Boomi Software, Boomi reserves any and all rights, implied or otherwise, which are not expressly granted to Customer in this Agreement. Customer may, at its discretion, store other data on the systems to which it is provided access in connection with its use of the AtomSphere Service (the "Hosted Environment"), Customer is solely responsible for collecting, inputting and updating all Customer data stored in the Hosted Environment, and for ensuring that Customer complies with the Acceptable Use Policy with respect to the AtomSpherc Service and Boomi Software. Customer agrees that such data may be accessed and used by Boomi and its representatives worldwide as may be needed to support Boomi's standard business operations with respect to the AtomSphere Service and Boomi Software. Customer agrees that data consisting of Customer contact information (e.g., email addresses, names) provided as part of Maintenance AtomSphere Services may be sent to Boomi's third party service providers as part of Boomi's services improvement processes. in connection with the use of the Hosted Environment and the AtomSphere Service, Customer may not (i) attempt to use or gain unauthorized access to Boomi's or to any third -party'~ networks or equipment: (ii) permit other individuals or entities to copy the Boomi Software; nor (iii) provide unauthorized access to or use of any Boomi Software or the associated access credentials. Customer shall cooperate with Boomi's reasonable investigation of Hosted Environment outages, security issues. and any suspected breach of this Section. Page 18 & 26 Heil. 10NOV22 Agreement No. 6687 DocuSign Envelope ID; 850A54CD-C92D-41DA-BE7F-D0874869333B Exhibit E: Definitions "Acceptable Use Policy" and "AUP" are interchangeable terms referring to the UKG policy describing prohibited uses ofthe Service as further described in Exhibit C. "applicable Law(s)" means any applicable provisions of all laws. codes, legislative acts, remilations, ordinances, rules, rules of court, and orders which govern the Party's respective business. "Authorized User" means any individual or entity that directly (or through another Authorized User) accesses or uses the Service with any login credentials or passwords Customer uses to access the Service. "Application(s)" means those UKG Dimensions software application programs set forth on an Order Form which are made accessible for Customer to use under the ternis of this Agreement. "Bonmi AtomSphere Service" means the third -party service For the creation of integration; by Customer as fitrther described in Exhibit D, which the Customer and Customer's Authorized Users have the right to access through the Service. "Bonmi Software" means the third -party proprietary software associated with the Boon -ill AtomSphere Service as further described in Exhibit D. "Claim(s)" means any and all notices, charges, claims, proceedings, actions, causes of action and suits, brought by a third party. "Confidential Information" is any non-public information relating to each of Customer's and UKG's businesses and those of UKG's Technology suppliers that is disclosed pursuant to this Agreement and which reasonably should have been understood by the recipient of such information to be confidential because of (i) legends or other markings, (ii) the circumstances of the disclosure, or (iii) the nature of the information itself information will not be considered "Confidential Information"if the infonnation was (i) in the public domain without any breach of this Agreement; (ii) disclosed to the Receiving Party on a non -confidential basis from a source which is 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; or (iii) released in writing from confidential treatment by Delivering Party; or (iv) required to be disclosed 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 notilies Delivering Party. "Configuration(s)" means the Customer specific settings of the parameters within the Applications(s), including pay and work rules. security settings such as log -in credentials, passwords, and private keys used to access the Service. "Controls" means the administrative, physical, and technical safeguards For the protection of the security, confidentiality and integrity Of Customer Data, designed and implemented by UKG to secure Customer Data against accidental or unlawhil loss, access or disclosure consistent with the Page 19 of 26 Reap. 10NOV22 Agreement No. 6687 DocuSign Envelope ID: 850A54CD-C92D-41DA-SE7F-D0874869333B A1CPA Trust Principles Criteria for security, availability, confidentiality and processing integrity (SOC 2). "Customer Data" means all content Customer, or its Authorized Users, posts or otherwise inputs into the Service. including but not limited to information, data (such as payroll data, vacation time. hours worked or other data elements associated with an Authorized User), text, multimedia images (e.g. graphics, audio and video files). or compilations. "Customer indemnified Party(ies)" means Customer and Customer's respective directors, officers, and employees. "Data Protection Law(s)" means all international, federal, state, and local laws, rules, regulations, directives and published governmental or regulatory decisions that specify data privacy, data protection or data security obligations, and which, in each case, have the force of law applicable to a Parry's collection, use, processing. storage, or disclosure of Personally Identifiable Information. "Documentation" means the published specifications for the applicable Applications and Equipment, such as user manuals and administrator guides. "Educational Services" means the services described in Section 3.2 (Educational Services), including but not limited to (i) UKG KnowledgeMap Learning Portal, (ii) UKG Knowledgerviap Live, and (iii) ala carte educational consulting services. "Equipment" means UKG equipment such as time clocks, devices, or other equipment set forth on an Order Form. "Equipment Support Services" means the maintenance and support services related to UKG's support of Equipment as further described in Attachment A-l. "Feedback" means suggestions, ideas, comments, know how, techniques or other information provided to UKG for enhancements or improvements, new features or functionality or other feedback with respect to the Service. "Fees" means the charges to be paid by Customer for a particular item. "Implementation Services" means those professional services provided by UKG to set up the cloud environment and to setup the Configurations within the Applications, as set forth in an SOW. "UKG KnowledgeMapT"" means the online educational portal providing access to learning resources. "UKG Knowledge,Map"'I"11 Live" means the service providing instructor led training by user role on a rotating course schedule. "UKG Indemnified Party(ies)" means UKG and its third -party Technology suppliers and each of their respective directors, officers, employees, agents and independent contractors. Page 20 of 26 Rev. I0MOV22 Agreement No. 6687 DocuSign Envelope ID: 850A54CD-C92D-41DA-BE7F-D0874869333B "Order Form" means an order form mutually agreed upon by UKG and Customer setting forth, among other things, the items ordered by Customer and to be provided by UKG and the Fees to be paid by Customer. "Participating Entity(ies)" means those UKG or Customer entities that (i) directly or indirectly control, are controlled by, or are under common control with UKG or Customer, respectively and (ii) sign an Order Form for the Service. "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, voting trust or otherwise. "Party(ies)" means UKG or Customer. or both of them, as the context dictates. "PEPIN'i" means the per employee per month fee for a Customer's Authorized Users access to the Service. "Personally Identifiable inrormation" means information concerning individually identifiable employees of Customer that is protected against disclosure under Applicable Data Protection Law. "Professional Services" means the professional, consulting, or training services provided by UKG pursuant to an Order Form and which are not described in a Statement of Work. "Seasonal Licenses" are limited use licenses that have the following attributes: (i.) valid only for the four (4) consecutive months during the annual period identified on the Order Form; (ii) valid from the first day of the month in which they commence until the end on the last day of the month in which they expire; and (iii) will be effective automatically each year during the Term. subject to termination and non -renewal as provided in the Agreement. "Service" means the UKG supply of the commercially available version of the UKG Dimensions SaaS Applications in UKG's hosted environment and the services described in the Agreement related thereto. "Statement of Work" and "SOW" are interchangeable terms referring to a written description or the Implementation Services. "Taxes" means all applicable taxes relating to the goods and services provided by UKG hereunder, including all duties and country, federal, state, provincial or local taxes (including GST or VAT if applicable) but excluding taxes on UKG's income or business privilege. "Technology" means the intellectual property of UKG within the Service, including but not limited to (he Applications. "Term" means the Initial Term and any Renewal Terms Page 21 of 26 Rev. 10 NAV22 Agreement No. 6687 DocuSign Envelope ID: 850A54CD-C92D-41DA-BE7F-DO874869333B ILAG %%"ORKFORCE SNIS,® E UIti1 I -Ili" isall Addendum to the agreement goierliin6g the HKG chedllhn`� Product for Which Cllstulller is pturVi in`_* tic L KCi Workimue SMS service (i.c.. the 1t'orkforce Ccnlral Softk®are as a tier=°icc Arms and CondhOns A`,reemns UKG Sales Sofinvare License and Service Agreement. UKG Dimensions Agreement or Workforce 111mensions Agrecment. as applicable) (the ";1`,reenlcnt") bem-een CITY Ole EL SEGUNDO ("Customer"! and KRON0S INCORPORA I-LD a UKG Company ("UKG"). Ile panks hereby a`ne !flat Ills lilllo wllig turns and condition` art' ti iMAernental terms and conditions to the Agreement and are applicable to i;KG %Vorklbric S`-IS ,%:rr ice ("Ni urkl'orce SNI0): Dcscrilatil n. %VorkWe SKIS is a subscription basal service, provided solely for C ii:;turner's inici-mil LOC. by %vhlch: (I} Customer may notify, employees !who arc perl;littcd 10 use a UKG cheduliva product° via mobile technology (SKIS) of the existence ofone or more available work shifts. and (ii) employees' response` are tracked in order 'that C`Ustonler may fill those available work `!lift; more erriciently. Each exchanged message (notice.. response, conitrmation. cicnlali shall be considered sn "Intel°aeLiOIC' 111'II�ILIud:;ltWttittll. To initiate and setup administration or the recluirod nuthtle amnli a baknis with the mobile carriers. UKG n°ill Perform the standard iniplenientation of Workforce SMS. includim`+ configumliun, as described in the statement of `cork signcd by the Customer. All) additional p noksAonal set°vlces Ar non-`mAlyd implementadon services will be ®ubleCl 10 a separate Order Form or a sLParate statement or work mutually arced upon by birth Parties, inclttdQ any adilltAMI assocBed tees and expen`e _ l_jKG mm% at its sole kl Crclion, uptlate and enhance rile fealllre,4 available thi°cm-.2h Worktbrce SNIS and appHcaNe LiKG scheduling prcWt. Payment. L:KG Will in%oicc Custumur For the Worktbrce SKIS inipleninaadmuconfiguration. professional services tees set 10th in the applicable statement orwork and Order Fonn, pursuant to the payment tenns set Art therein l; KG w ill invoke C'ustorn r li+l- N'4''orld01°Cc S`'[S usau:c bass!! (in the maxinium number of Annual Interaction; ('ustonler has chosen to ptirchuse (the "Annual Interaction [_ sage 1=ce"l. The Annual Intemclion Usage Fee will cover Workforce SNA usage by managers and employees through ;nut includin`, the cxllit°ation of the. 1%vel%e month amlual usage Jelin (tile "Annual U\c fenn"')_ of until the maxinrltrn number of [nwinictions purchased b� Customer has been used. ilichc% 1' 000Ul", first. The Annual Use Ann shall beghl upon Cinder execution. If prior to the expiration of the ,Annual We Ierm Monier has used the niaxilmim number of lnteracSms co\cred by the Annual Interaction 1,sauc Fee. UKO %till char` -le the CL;tomer lot- ally ;!xcess Interactions li"Cd till a per hileraction hasis (the Interaction Rate"). LKG Nvill in°toicc t ii!,loi:ici each month at the applicable Excess Interaction Rme f(n- the remaitlder of the fulnual l A Tenii For excess Interactions used and paynient "All be clue %®° hNn shiny = dar:• ofthe date ofsuch invoice. lliorkl'urce SNIS %ulurlc purcimst: optiutls told the. method IV calculating, tilt applicable :Nnnual Intel°acllC)ll LJ a;�e Fee and Excess Inteructiau Charges are described more lolly in :\ddcndum Annichment [. Agreement No. 6687 DocuSign Envelope ID: 850A54CD-C92D-41DA-BE7F-D0874869333B 'File C'uslonlel's Annued Interaction Usage Fee for the ,Annual Use Tenn shall be set Furth in (he applicable Order Form. It C'llsiomer purchases addhional :annual hipracdons durlllg the fulnual Use crin. the .-annual Use fern for such addhOnal Anmml Interachms 11'lll be Ir tuehe nlolllhs Goin the date of .SLICIl Order eSCCllllilll. &s x`a s (g i�w`� cal,»,� "Z'1j �, A6iolt l ti'1u1 f, t �� . CLIStOnlel a2recS plat Workforce S.MS has not been designed tor. and Ina) not be used as. a nlcanS to e0linCet \Kith counn-v specific emeTency services such as 91 I, F91 1, 000. 112 and 991 IiKG shall have no liability for any delays, failures or unavailability or \ orkforcc SMS due to transmission or other delays, errors or problems beyond UKG's COTHMl. or any other interruptions caused by the mobile C0111111L1IlIC,16011S nct\N ork and or mobile de\ ices. CuSlOnlCr acknowled ues that Workforce S10S pricing, quilted on the applicable Order Form corers Interactions occur mi g in or hemecn (he countries as listed in Addendum Attachment 1 and that additional fce� may apply for Interactions in or between other countries. Unused Interactions expire at the end Of the ilnnual l,s�!�:c Term Lind are not cli.,ihlc for credii. I_ise of the Workforce S1IS n0seription Service i, subject to the lerms not forth in [he Agmement as yell as the ,-Acceptable We Policy fmnul atUWL_�- and C'ustomcr dares• to defend. indenin6, and hold harmless UMV its employees agents and sOxmuramors SM111 all loss. d.una,,e or illjLll-)' that nla) result From C'uMi+mer's failure to abide by such Policy. Customer acknowledges that coniniunicatlon5 occurring through Workforce SKIS n1aN" Ile Suh.jcCI to standard mobile carrier policies or govermment mgublary requirements for mobile CU111111I.inications. L h(I rna\ di_ Lcolltlllue ", orklorce S:1tS upon one hundred twenty (1 0) days prior written nonce to C'ustonlen In the event of diseontinumbn durine the initial or renewal Annual Ilse Tenn, UKG will refund or credit the Customer for the unused portion of the previously paid Annual Interaction l.:sage Fee Otherwise. Customer's payment or professional services ancLor Interaction usa.,c Ices shall he non- refundable. Securill or VViaklOrce SVIS: 5hirkforcc SMS service relics upon a third party hosted Communication platform and interactions with worldwide tciccomnninications networks to deliver S\•1S mcssagcs not under the control of UKG. ;Accordin!,ly notwithstanding, ally other pro\ ision of the Agreement or this Addendum to the conunlry. Wolller underst Inds and acknowledges the exclusive Statement of the security and privacy provided is: l: KG will undertake commercially: reasonable measures to protect the security and prlwwy or data transmitted throu1,1h the AVorkl'orce SMS service. howC\Cr the Security and pri\acy of such SMS data cannot be l uarantecd in this Ulobal network invok ing, many, third parties. n, %�A and Ierlltlll n I_1. The 11 401 Annual Use 'term is tk�clac ( 12) month;. Upon the expiration ol' that twek c ( 12) month period and uptln each annA cr;ary date thereafter. the term of this Addcridu111 and the Annual I tic Tenn shall automaticall� renew kir an additionaI m e11 e ( 1 2) nlunth period unless Customer hat provided Ony-five UK) dny.s prior written notice to LKG of its decision not to renew at tho end of the rhen currenl font. Agreement No. 6687 DocuSign Envelope ID: 850A54CD-C92D-41DA-BE7F-DO8748693338 CUSTOMER: UKC: By: Name: Title: Date: E�" custpned Ray:; By: 1807C2004,14 Name: Scott Giangrande Title: 5r. order Processing Analyst Date: 6/16/2023 1 12:59 PM EDT Re" Agreement No. 6687 DocuSign Envelope ID: 850A54CD-C92D41DA-BE7F-DO874869333B ADDENDUM ATTACHMENT A Workforce SMS Pricing Worktbrce SMS is an optional value added service t'or a UKG scheduling product allowing customers who are permitted to use the iJKG scheduling product to contact their employees via SMS messaging to fill open shifts in the event of unplanned absences. The customer's SMS Usage within Workforce SMS will vary according to: (1) the customer's unplanned absence rate, (2) the number of employees contacted per open shift request; and, (3) the number of SMS exchanges ("Interactions") between the customer and its employees per open shift request. Workforce SMS is a subscription service priced based on the number of annual SMS text messages required fir customers to fill open shifts annually. Workforce SMS text messages are sold by blocks of text messages. The "Standard" block has 500 SMS text messages per block. A customer's Interaction Usage Fee is calculated by dividing the number of annual SMS text messages required by the number of text messages in the selected block, then multiplying that number with the cost of the selected block. In this example the annual SMS text message requirement is 500,000: • Standard: 500.0001500 = 1,000 message blocks * Price = Cost 1 r the customer exceeds the pre -purchased annual number ol'SMS text messages, a per SMS charge for additional interactions will apply (the "Excess Interaction Rate"). The following table outlines the cost per bundle, which UKG scheduling products may consume such block and what counties the block can be used in and the Excess Interaction Rate is: Pricing per Excess Country Applicable UKG scheduling product(s) 'Message Interaction Block Rate UKG Workforce Central Scheduler - UKG United States SMS Quick Fill, UKG Dimensions - UKG USD $7.50 USD $0.02 SMS Shift Fill. UKG TeleStati Canada UKG Workforce Central Scheduler - UKG CAD S7.50 CAD $0.02 SMS Quick Fill Australia UKG Workforce Central Scheduler - UKG AUD S40 AUD $0.10 SMS Quick Fill Notes: e The applicable "Excess Interaction Rate" is charged per Interaction once the maximum Agreement No. 6687 DocuSign Envelope ID: 850A54CD-C92D41DA-BE7F-D08748693338 number of Interactions covered by the Annual Interaction Usage Fee is reached • Unused Interactions expire at the end of the Annual Usage Term and are not eligible for credit • In the event of a conflict bemeen the above summary and Customer's signed relevant Order Form or SOW, the Order Form or SOW, as applicable, shall prevail. The price per block of messages entitles the customer to the chosen tier's maximum number of SMS messages to phone numbers in the country only. Additional charges may apply for international SMS messages. Agreement No. 6687 UKG WORKFORCE SMS ADDENDUM This is an Addendum to the agreement governing the UKG scheduling product for which Customer is purchasing the UKG Workforce SMS service (i.e., the Workforce Central Software as a Service Terms and Conditions Agreement, UKG Sales Software License and Service Agreement, UKG Dimensions Agreement or Workforce Dimensions Agreement, as applicable) (the "Agreement") between ("Customer") and Kronos Incorporated, a UKG Company ("UKG"). The parties hereby agree that the following terms and conditions are supplemental terms and conditions to the Agreement and are applicable to UKG Workforce SMS service ("Workforce SMS"): Description. Workforce SMS is a subscription based service, provided solely for Customer's internal use, by which: (i) Customer may notify employees who are permitted to use a UKG scheduling product, via mobile technology (SMS) of the existence of one or more available work shifts, and (ii) employees' responses are tracked in order that Customer may fill those available work shifts more efficiently. Each exchanged message (notice, response, confirmation, denial) shall be considered an "Interaction." Implementation. To initiate and setup administration of the required mobile communications with the mobile carriers, UKG will perform the standard implementation of Workforce SMS, including configuration, as described in the statement of work signed by the Customer. Any additional professional services for non-standard implementation services will be subject to a separate Order Form or a separate statement of work mutually agreed upon by both parties, including any additional associated fees and expenses. UKG may, at its sole discretion, update and enhance the features available through Workforce SMS and applicable UKG scheduling product. Pa',^ymgt,. UKG will invoice Customer for the Workforce SMS implementation/configuration professional services fees set forth in the applicable statement of work and Order Form, pursuant to the payment terms set forth therein. UKG will invoice Customer for Workforce SMS usage based on the maximum number of Annual Interactions Customer has chosen to purchase (the "Annual Interaction Usage Fee"). The Annual Interaction Usage Fee will cover Workforce SMS usage by managers and employees through and including the expiration of the twelve month annual usage term (the "Annual Use Term"), or until the maximum number of Interactions purchased by Customer has been used, whichever occurs first. The Annual Use Term shall begin upon Order execution. If prior to the expiration of the Annual Use Term Customer has used the maximum number of Interactions covered by the Annual Interaction Usage Fee, UKG will charge the Customer for any excess Interactions used on a per Interaction basis (the "Excess Interaction Rate"). UKG will invoice Customer each month at the applicable Excess Interaction Rate for the remainder of the Annual Use Term for excess Interactions used and payment will be due within thirty (30) days of the date of such invoice. Workforce SMS volume purchase options and the method for calculating the applicable Annual Interaction Usage Fee and Excess Interaction charges are described more fully at: hftp://www.kronos.com/Legal/Workforce-SMS-pricing The Customer's Annual Interaction Usage Fee for the Annual Use Term shall be set forth in the applicable Order Form. If Customer purchases additional Annual Interactions during the Annual Use Term, the Annual Use Tenn for such additional Annual Interactions will be for twelve months from the date of such Order execution. Rev 06012022 Agreement No. 6687 Rutrictigns on Workforce SMS Services; Additional Responsibilities. Customer agrees that Workforce SMS has not been designed for, and may not be used as, a means to connect with country specific emergency services such as 911, E911, 000, 112 and 999. UKG shall have no liability for any delays, failures or unavailability of Workforce SMS due to transmission or other delays, errors or problems beyond UKG's control, or any other interruptions caused by the mobile communications network and/or mobile devices. Customer acknowledges that Workforce SMS pricing quoted on the applicable Order Form covers Interactions occurring in or between the counties as listed in the Pricing URL list above and that additional fees may apply for Interactions in or between other countries. Unused Interactions expire at the end of the Annual Usage Term and are not eligible for credit. Use of the Workforce SMS subscription service is subject to the terms set forth in the Agreement as well as the Acceptable Use Policy found at: litt ://www,kronos.conVLe al�"f'wilio UP, and Customer agrees to defend, indemnify and hold harmless UKG, its employees agents and subcontractors from all loss, damage or injury that may result from Customer's failure to abide by such Policy. Customer acknowledges that communications occurring through Workforce SMS may be subject to standard mobile carrier policies or government regulatory requirements for mobile communications. UKG may discontinue Workforce SMS upon one hundred twenty (120) days prior written notice to Customer. In the event of discontinuation during the initial or renewal Annual Use Term, UKG will refund or credit the Customer for the unused portion of the previously paid Annual Interaction Usage Fee. Otherwise, Customer's payment of professional services and/or Interaction usage fees shall be non- refundable. Security for Workforce SMS Workforce SMS service relies upon a third party hosted communication platform and interactions with worldwide telecommunications networks to deliver SMS messages not under the control of UKG. Accordingly, notwithstanding any other provision of the Agreement or this Addendum to the contrary, Customer understands and acknowledges the exclusive statement of the security and privacy provided is: UKG will undertake commercially reasonable measures to protect the security and privacy of data transmitted through the Workforce SMS service, however the security and privacy of such SMS data cannot be guaranteed in this global network involving many third parties. Renewal and Termination. The initial Annual Use Term is twelve months. Upon the expiration of that twelve month period and upon each anniversary date thereafter, the term of this Addendum and the Annual Use Term shall automatically renew for an additional twelve month period unless Customer has provided forty-five (45) days prior written notice to UKG of its decision not to renew at the end of the then current term. AGREED AND ACCEPTED CUSTO .. By� �- Name: Oc6f w Title . — Z7/i C o E. Date �"' fG 3 UKG: By: Name: Title:, Date: Rev 06012022 Agreement No. 6687 Quote#: Q-155303 Page 1/3 Quote#: Q455303 Expires: 12 Mar, 2023 Sales Executive: Joe Puccini Bill To Contact: Bill To: CITY OF EL SEGUNDO 350 MAIN ST EL SEGUNDO, CA 90245-3895 USA Order Type: Quote Date: 10 Feb, 2023 Ship To Contact: EVAN Siefke Ship To: CITY OF EL SEGUNDO 350 MAIN ST EL SEGUNDO, CA 90245.3895 USA Ship to Phone: 310-524-2228 Ship to Mobile: Contact: Evan Slefke Email: esiefke@elsegundo.org Currency: USD Shipping Terms: Shipping Point Customer PO Number: Ship Method: FedEx Ground Solution ID: 6185857 Freight Term: Prepay & Add Initial Term: 36 months Renewal Term: 12 months Billing Start Date: 120 Days from Execution of Order Form Payment Terms: Net 30 Days Data Center Location: USA SaaS Services Billing Frequency: Annual in Advance Oine "Triune Setup Fee Billing Frequency:4 Equal Quartly Installments, commencing at the end of month in which this order form is dated One Time Setup Fees I USD 15,000.00 Total Monthly SaaS and Equipment Rental Fees V USD 400.00 V KG Kranos Incorporated, A UKG Company 900 Chelmsford Street Lowell, MA 01851 +1800 225 1561 Agreement No. 6687 Total One Time Fees Quoted: 0-155303 Page 2/3 U5D 15,000.00 V KG Kronos Incorporated, A UKG Company 900 Chelmsford Street Lowell, MA 01851 +1800 2251561 Agreement No. 6687 Quote#: Q-155303 Page 3/3 CITY OF EL SEGUN Signature: Name: Title: Kronos Incorporated Signature: Name: G Title: Effective Date: L2 ? Effective Date: Invoice amount will reflect deposit received. All professional services are billed as delivered with payment due, in accordance with the Payment Term set out in this Order Form. Unless otherwise indicated above, this order is subject to the relevant Kronos Terms and Conditions executed between the parties. THIS ORDER IS SUBJECT TO APPLICABLE TAXES. THE ACTUAL TAX AMOUNT TO BE PAID BY CUSTOMER WILL BE SHOWN ON CUSTOMER'S INVOICE. Shipping and handling charges will be reflected on the final invoice. The Monthly Price on this Order Form has been rounded to two decimal places for display purposes. As many as eight decimal places may be present in the actual price. Due to the rounding calculations, the actual price may not display as expected when displayed on your Order Form. Nonetheless, the actual price on your invoice is the true and binding total for this order for purposes of amounts owed for the term. If you are tax exempt; please provide a copy of your "Tax Exempt Certificate" with your signed quote. V KG Kronos Incorporated, A UKG Company 900 Chelmsford Street Lowell, MA 01851 +1800 225 1561 Agreement No. 6687 V KG Quote#: 704038 - 2 Expires: 07/01/2023 Sales Executive: Puccini, Joseph Michael Joe Bill To: CITY OF EL SEGUNDO 350 MAIN ST EL SEGUNDO CA 90245-3895 United States Solution ID: 6185857 Payment Terms: N30 Currency: USD Customer PO Number: Order Notes: Each SMS Standard Per Message Block includes 500 text messages Your Kronos solution includes: SOFTWARE ORDER FOR Order Type: Upgrade US Date: 06/16/2023 Page: 1/2 Ship To: Attn:EVAN SIEFKE CITY OF EL SEGUNDO 350 MAIN ST EL SEGUNDO CA 90245-3895 United States Contact: Email: Ship To Phone: - 310-524-2228 FOB: Shipping Point Ship Method: Freight Term: Prepay & Add (WORKFORCE SMS - STANDARD PER MESSAGE BLOCK 16 USAGE WORKFORCE SMS - STANDARD PER MESSAGE BLOCK 16 Total Pricel 120.00 S U 11P1llP llf 'T 811ERV11l llf;; UNLESS OTHERWISE NOTED ABOVE, SOFTWARE SUPPORT SERVICES HAVE BEEN DECLINED. Total Prlcel 0.00 Quo rE 8UIIAIII:" V KG Kronos Incorporated, A UKG Company 900 Chelmsford Street Lowell, MA 01851 +1800 2251S61 Agreement No. 6687 I<G Quote#: 704038 - 2 CITY OF EL SEGU' O Signature: Nance. ciEwSc- Title: _�7T Effective Date:�� Page: 2/2 Kronos Incorporated Signature: Name: Tide: Effective Date: rice amount will reflect deposit received. All professional services are billed as delivered with a payment term of Net Upon Receipt Unless otherwise cated above, this order is subject to the attached terms and conditions which the customer acknowledges have been read. THIS ORDER IS SUBJECT APPLICABLE TAXES. THE TAX AMOUNT SHOWN ON THIS ORDER IS ONLY AN ESTIMATE. THE ACTUAL TAX AMOUNT TO BE PAID BY STOMER WILL BE SHOWN ON CUSTOMER'S INVOICE. The JBoss® Enterprise Middleware components embedded in the Software are subject to the f User License Agreement found at httpY1www.redhatcom/licensegboss eula.html.Shipping and handling charges will be reflected on the final invoice, If are tax exempt; please provide a copy of your "Tax Exempt Certificate" with your signed quote. V KG Kronos Incorporated, A UKG Company 900 Chelmsford Street Lowell, MA 01851 +l 800 2251561