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AGREEMENT INFORMATION AGREEMENT NUMBER 26276 NAME/TYPE OF AGREEMENT UKG KRONOS SYSTEMS, LLC DESCRIPTION SUPPLEMENTAL AGREEMENT/HUMAN RESOURCES SYSTEMS & RELATED PRODUCTION & SERVICES/FILE ID: /R- 14-0153/MATTER I D : 25-3673 EFFECTIVE DATE August 31, 2026 ATTESTED BY TODD B. HANNON ATTESTED DATE 8/31/2026 DATE RECEIVED FROM ISSUING DEPT. 9/1/2026 NOTE DOCUSIGN AGREEMENT BY EMAIL City of Miami DOCUMENT ROUTING FORM QRto ORIGINATING DEPARTMENT: Department of Procurement DEPT. CONTACT PERSON: Aimee Gandarilla/Justin Griffin EXT. 1906/1949 NAME OF OTHER CONTRACTUAL PARTY/ENTITY: UKG Kronos Systems, LLC IS THIS AGREEMENT TO BE EXPEDITED/RUSH: TOTAL CONTRACT AMOUNT: $ 325,000.00 annually TYPE OF AGREEMENT: ❑ MANAGEMENT AGREEMENT ❑ PROFESSIONAL SERVICES AGREEMENT ❑ GRANT AGREEMENT ❑ EXPERT CONSULTANT AGREEMENT ❑ LICENSE AGREEMENT OTHER: (PLEASE SPECIFY) ■ FUNDING INVOLVED? YES YES ❑ PUBLIC WORKS AGREEMENT ❑ MAINTENANCE AGREEMENT ❑ INTER —LOCAL AGREEMENT ❑ LEASE AGREEMENT ❑ PURCHASE OR SALE AGREEMENT E SUPPLEMENTAL AGREEMENT NO NO PURPOSE OF ITEM (DETAILED SUMMARY): Supplemental Agreement to Omnia Partners Contract No. 24-6833 for Human Resource Systems and Related Products and Services by UKG Kronos Systems, LLC. COMMISSION APPROVAL DATE: FILE ID: ENACTMENT NO.: 14-0153 IF THIS DOES NOT REQUIRE COMMISSION APPROVAL, PLEASE EXPLAIN: ROUTING INFORMATION Date PLEASE PRINT AND SIGN APPROVAL BY DIRECTOR/CHIEF PROCUREMENT OFFICER August 26, 2026 11 Annie Perez, CPPO :I NA4 :29 EDTTURE: '-4, °°°°s' ""; ���, SUBMITTED TO RISK MANAGEMENT August 27, 2026 I David Ruiz 6:46:25 EDT ,°o..°,edev SIGNATURE: "RI auq,,th SUBMITTED TO CITY ATTORNEY 25-3673L matter 25-3673 os August 28, 2026 George K. Wysong III 1 12:30:58 EDT SIGNATURE: art- whso4 III APPROVAL BY ASSISTANT CITY MANAGER/CHIEF FINANCIAL OFFICER August 28, 2026 Erica T. Paschal Darling, CPA 13:27:53 EDT �s;°e SIGNATURE: APPROVAL BY ASSISTANT CITY MANAGER/CHIEF OF OPERATIONS Barbara Hernandez, MPA SIGNATURE: APPROVAL BY ASSISTANT CITY MANAGER/CHIEF OF INFRASTRUCTURE Asael Marrero SIGNATURE: APPROVAL BY DEPUTY CITY MANAGER August 28, 2026 I Natasha Colebrook —Williams 1SGNATRE �. ocu5i°netlev RECEIVED BY CITY MANAGER August 31, 2026 I James Reyes 15:59:45 EDT SIGNATURE: SUBMITTED TO THE CITY CLERK August 31, 2026 121:28:11 Todd Hannon EDT—°—s'snetlev SIGNATURE: PLEASE ATTACH THIS ROUTING FORM TO ALL DOCUMENTS THAT REQUIRE EXECUTION BY THE CITY MANAGER AGREEMENT/AMENDMENT OVERVIEW AGREEMENT TITLE: Supplemental Agreement to Omnia Partners, Public Sector, Inc. ("OMNIA Partners") Contract No. 24-6833 for Human Resource Systems and Related Products and Services ("Human Resource Systems"), provided by UKG Kronos Systems, LLC ("UKG"). 1. AWARD DELEGATED AUTHORITY: ❑ Chief Procurement Officer — Authority level of $ 0 City Manager — Authority level of $1,500,000.00 ❑ City Commission — RESOLUTION NO. 14-0153 2. PROCUREMENT METHOD: ❑ RFP/RFQ ❑ IFB ❑ ITB ❑ SOLE SOURCE 0 PIGGY -BACK ❑ COOPERATIVE ❑ PROFESSIONAL SERVICES UNDER $25,000 3. TYPE OF AGREEMENT: ❑ PROFESSIONAL SERVICES AGREEMENT ❑ EXPERT CONSULTANT AGREEMENT ❑ SOFTWARE AS A SERVICE AGREEMENT ❑ LEASE AGREEMENT ❑ OPERATOR AGREEMENT ❑ CONCESSION AGREEMENT 0 OTHER (Please explain): Supplemental Agreement 4. IF THIS IS AN AMENDMENT, WHAT IS THE NUMBER OF THE AMENDMENT AND WHAT DOES THIS AMENDMENT DO (INCREASE CAPACITY, CHANGE IN TERMS, ETC) BE SPECIFIC AND INCLUDE THE PAGE NUMBER(S) THAT SPECIFIES WHAT IS BEING AMENDED ON THE CONTRACT. N/A 5. WAS THE AMENDMENT APPROVED BY THE CITY COMMISSION? ❑ YES ❑ NO IF YES, WHAT IS THE RESOLUTION NUMBER? N/A 6. WHAT IS THE SCOPE OF SERVICES? The provision of Human Resource Systems and Related Products and Services ("Human Resource Systems"), provided by UKG Kronos Systems, LLC ("UKG"). 7. IF CITYWIDE, WHAT ARE THE MOST FREQUENT USER DEPARTMENTS? Finance, Police, Fire 8. IS THE AWARDEE INCUMBENT? Yes 9. IS THE PRICING HIGHER, LOWER OR THE SAME AS THE CURRENT CONTRACT? The pricing is incrementally higher than last renewal. New Quote for 12 months of Pro Timekeeping Hourly (Q-404438) is in the amount of $298,002.43 and support services renewal (6009031) is in the amount of $22,499.72. The total amount for 2026-2027 is $320,502.15. 10. WHEN DOES THE CURRENT CONTRACT EXPIRE? Term commences Effective Date and will continue through the remaining term of the Underlying Contract (July 14, 2029), not including options to renew for three (3) additional one (1) year periods. Absolute termination on July 13, 2032. 11. WHAT WAS THE PREVIOUS SPEND ON THE CURRENT CONTRACT? Prior annual spending for UKG's services exceeded $250,000.00. 12.WHAT IS THE METHOD OF AWARD (Group, Item by Item etc.)? NASPO offers all participating member public entities ("Participating Public Entities"), free of charge, access to contracts which have been competitively solicited and awarded by one of the same. NASPO assists Participating Public Entities in reducing the costs of purchasing goods and/or services by pooling together all of the purchasing power of all of the same, and of which NASPO is comprised, in order to realize a larger percentage discount pricing structure for the benefit of the residents of all. UKG was awarded Contract No. 24-6833 ("Underlying Contract") for Human Resources Information Systems and Related Products and Solution ("Human Resource Systems") by Cobb County, Georgia, as lead agent for NASPO, through the issuance of Request for Proposals ("RFP") No. 24-6833. The Underlying Contract was entered pursuant to a competitive process in compliance with City laws, policies, and procedures. The purchase of UKG's goods and services is within the scope of the Underlying Contract, the purchase is made on the same pricing basis and method of compensation as the Underlying Contract, and the total cost to the City is equal to or more Clear Form CITY OF MIAMI Vendor Responsibility Checklist Name of Firm: UKG Kronos Systems, LLC ("UKG"). Use the "Upload" button to attach PDF documentation for each section. To delete attachment(s), use the appropriate "Delete" button to the right and then use the "Clear" button for the corresponding attachment box to clear that field. CATEGORY City Vendor Registration Affirmation YES State of Florida Corporation (Sunbiz) YES D & B N/A Pacer N/A Bid/Proposal Bond NONE RESPONSE View All Attachments Delete Last Delete All iSupplier Number: 416 Upload 3 SunBiz- UKG.pdf Clear _ Upload Clear Upload w Clear Upload Clear Use the "Upload" button to attach PDF documentation for each section. To delete attachment(s), use the appropriate "Delete" button to the right and then use the "Clear" button for the corresponding attachment section to clear that field. PERFORMANCE/REFERENCE CHECKS System of Award Managment (SAM) YES Convicted Vendor List NO Debarred Contractors NO Suspended Contractors NO Suspended Vendors -State: NO Scrutinized Companies List: NO Google Search: NO Upload Clear mg Upload Clear Upload Clear Upload Clear Upload Clear Upload Clear Upload Clear Delete Last Delete All ATTACHMENTS (AM - UKG.pdf PDC - Debarred.pdf IOC - Suspended_ pdf rL - Suspended.pdf FL - Israel.pdf FL - Scrutinized.pdf UKG - E. McCarron - Criminal.docx UKG - E. McCarron - Civil.docx UKG - Criminal.docx STATE BOARD OF ADMINISTRATION OF FLORIDA 1801 HERMITAGE BOULEVARD, SUITE 100 TALLAHASSEE, FLORIDA 32308 (850) 488-4406 POST OFFICE BOX 13300 32317-3300 Scrutinized Companies that Boycott Israel Chapter 215.4725, Florida Statutes RON DESANTIS GOVERNOR CHAIR BLAISE INGOGLIA CHIEF FINANCIAL OFFICER JAMES UTHMEIER ATTORNEY GENERAL CHRIS SPENCER EXECUTIVE DIRECTOR In 2016, the SBA was directed to create a "scrutinized companies" list composed of companies that participate in a boycott of Israel, including actions that limit commercial relations with Israel or Israeli - controlled territories. The SBA is prohibited from acquiring direct holdings of the companies on this list. The law requires the SBA to use best efforts in identifying companies that boycott Israel, publish the list on a quarterly basis, send written notice to the companies, engage with the SBA's external managers concerning holdings of the companies on the list, and publish a list of the SBA's directly held securities. As required by statute, SBA will review publicly available information, including from NGOs, non -profits, government entities and research firms, and/or contact asset managers or other institutional investors. SBA staff will contract with external research providers to obtain preliminary lists of potential scrutinized companies and evaluate the evidence to make a final determination of scrutinized status. This list is updated as part of the Global Governance Mandates and Florida Statutes Quarterly Report, upon review and approval by the Trustees of the State Board of Administration. Table 9: Scrutinized Companies OR Other Entities that Boycott Israel New companies on the list are shaded and in bold.. Scrutinized Company or Other Entity Company or Entity Country of Incorporation Date of Initial Scrutinized Classification Full Divestment American Anthropological Association Entity United States 30-Sep-25 Yes Amsterdam School for Cultural Analysis Entity Netherlands 30-Sep-25 Yes Anglican Church of Southern Africa Entity South Africa 30-Sep-25 Yes Barcelona City Council (Spain) Entity Spain 30-Sep-25 Yes Bergen School of Architecture Entity Norway 30-Sep-25 Yes Betsah Invest SA Company Luxembourg 2-Aug-16 Yes Betsah SA Company Luxembourg 2-Aug-16 Yes Bogazigi University Entity Turkey 30-Sep-25 Yes Cactus SA Company Luxembourg 2-Aug-16 Yes tankin Karatekin University Entity Turkey 30-Sep-25 Yes City of Antalya (Turkey) Entity Turkey 30-Sep-25 Yes City of Belfast (Maine) Entity United States 30-Sep-25 Yes City of Dearborn (Michigan) Entity United States 30-Sep-25 Yes City of Ghent (Belgium) Entity Belgium 30-Sep-25 Yes City of Hayward (California) Entity United States 30-Sep-25 Yes June 9, 2026 Page 2 Scrutinized Company or Other Entity Company or Entity Country of Incorporation Date of Initial Scrutinized Classification Full Divestment City of Iowa City (Iowa) Entity United States 30-Sep-25 Yes City of Ixelles (Belgium) Entity Belgium 30-Sep-25 Yes City of Liege (Belgium) Entity Belgium 30-Sep-25 Yes City of Nelson City (New Zealand) Entity New Zealand 30-Sep-25 Yes City of Oslo (Norway) Entity Norway 30-Sep-25 Yes City of Portland (Maine) Entity United States 30-Sep-25 Yes City of Richmond (California) Entity United States 30-Sep-25 Yes Colegio de Mexico Entity Mexico 30-Sep-25 Yes Coop Alleanza 3.0 SC Company Italy 24-Feb-26 Yes Co-operative Group Limited Company United Kingdom 26-Sep-17 Yes Daystar University Entity Kenya 30-Sep-25 Yes Derry City and Strabane District (N. Ireland) Entity United Kingdom (N. Ireland) 30-Sep-25 Yes Eindhoven University of Technology Entity Netherlands 30-Sep-25 Yes Erasmus University Rotterdam Entity Netherlands 30-Sep-25 Yes Gerrit Rietveld Academie Entity Netherlands 30-Sep-25 Yes Ghent University Entity Belgium 30-Sep-25 Yes Government of Colombia Entity Colombia 30-Sep-25 Yes Government of Iran Entity Iran 30-Sep-25 Yes Government of Iraq Entity Iraq 30-Sep-25 Yes Government of Kuwait Entity Kuwait 30-Sep-25 Yes Government of Lebanon Entity Lebanon 30-Sep-25 Yes Government of Libya Entity Libya 30-Sep-25 Yes Government of Qatar Entity Qatar 30-Sep-25 Yes Government of Scotland Entity United Kingdom (Scotland) 30-Sep-25 Yes Government of Slovenia Entity Slovenia 30-Sep-25 Yes Government of Spain Entity Spain 24-Feb-26 Yes Government of Syria Entity Syria 30-Sep-25 Yes Government of Turkey Entity Turkey 30-Sep-25 Yes Government of Yemen Entity Yemen 30-Sep-25 Yes Guloguz Dis Deposu Ticaret Ve Pazarlama Company Turkey 2-Aug-16 Yes International Olympiad in Informatics Entity International 30-Sep-25 Yes International Sociological Association Entity International 30-Sep-25 Yes Isle of Eigg (Scotland) Entity United Kingdom (Scotland) 30-Sep-25 Yes Magnum Ice Cream Company Company Netherlands 17-Dec-25 Yes Mardin Artuklu University Entity Turkey 30-Sep-25 Yes Middle East Studies Association Entity United States 30-Sep-25 Yes June 9, 2026 Page 3 Scrutinized Company or Other Entity Company or Entity Country of Incorporation Date of Initial Scrutinized Classification Full Divestment National Tertiary Education Union Entity Australia 30-Sep-25 Yes Nelson Mandela University Entity South Africa 30-Sep-25 Yes Nord University Entity Norway 30-Sep-25 Yes Norwegian Confederation of Trade Unions Entity Norway 30-Sep-25 Yes Oslo Metropolitan University Entity Norway 30-Sep-25 Yes Pompeu Fabra University Entity Spain 30-Sep-25 Yes Public University of Navarra Entity Spain 30-Sep-25 Yes Quakers in Britain Entity United Kingdom 30-Sep-25 Yes Radboud University Entity Netherlands 30-Sep-25 Yes Region of Apulia (Italy) Entity Italy 30-Sep-25 Yes Region of Catalonia Entity Spain 30-Sep-25 Yes Region of Tuscany (Italy) Entity Italy 30-Sep-25 Yes Regional Council of Environment Canterbury Entity New Zealand 30-Sep-25 Yes Rotterdam School of Management (Erasmus) Entity Netherlands 30-Sep-25 Yes Royal Academy of Arts (Netherlands) Entity Netherlands 30-Sep-25 Yes San Jorge University Entity Spain 30-Sep-25 Yes Sciences Po Strasbourg Entity France 30-Sep-25 Yes Seattle Education Association Entity United States 30-Sep-25 Yes Stavanger University Entity Norway 30-Sep-25 Yes Storebrand ASA Company Norway 17-Dec-24 Yes Technical University Delft Entity Netherlands 30-Sep-25 Yes The United Church of Canada Entity Canada 30-Sep-25 Yes The Western Black Sea Universities Assoc. Entity Turkey 30-Sep-25 Yes Tilburg University Entity Netherlands 30-Sep-25 Yes Trinity College Dublin Entity Ireland 30-Sep-25 Yes United Educators of San Francisco Entity United States 30-Sep-25 Yes Universidad de La Laguna Entity Spain 30-Sep-25 Yes Universitat Autbnoma de Barcelona (UAB) Entity Spain 30-Sep-25 Yes University Libre de Bruxelles Entity Belgium 30-Sep-25 Yes University College Cork Entity Ireland 30-Sep-25 Yes University of Amsterdam Entity Netherlands 30-Sep-25 Yes University of Barcelona Entity Spain 30-Sep-25 Yes University of Bergen Entity Norway 30-Sep-25 Yes University of Cape Town Entity South Africa 30-Sep-25 Yes University of Fort Hare Entity South Africa 30-Sep-25 Yes June 9, 2026 Page 4 Scrutinized Company or Other Entity Company or Entity Country of Incorporation Date of Initial Scrutinized Classification Full Divestment University of Granada Entity Spain 30-Sep-25 Yes University of Johannesburg Entity South Africa 30-Sep-25 Yes University of Leon Entity Spain 30-Sep-25 Yes University of Liege Entity Belgium 30-Sep-25 Yes University of Oviedo Entity Spain 30-Sep-25 Yes University of Pompeu Fabra Entity Spain 30-Sep-25 Yes University of South Eastern Norway Entity Norway 30-Sep-25 Yes University of the Basque Country Entity Spain 30-Sep-25 Yes University of the Western Cape Entity South Africa 30-Sep-25 Yes University of Tilburg Entity Netherlands 30-Sep-25 Yes University of Utrecht Entity Netherlands 30-Sep-25 Yes University of Valencia Entity Spain 30-Sep-25 Yes University of Venda Entity South Africa 30-Sep-25 Yes University of Zaragoza Entity Spain 30-Sep-25 Yes # of Companies or Entities that Boycott Israel 100 The following companies or entities were removed from the Scrutinized Companies or Other Entities that Boycott Israel List. Removed Company or Entity Country of Incorporation Clerbil SL Brazil Sidenor Aceros Especiales SL Spain STATE BOARD OF ADMINISTRATION OF FLORIDA 1801 HERMITAGE BOULEVARD, SUITE 100 TALLAHASSEE, FLORIDA 32308 (850) 488-4406 POST OFFICE BOX 13300 32317-3300 Protecting Florida's Investments Act "Scrutinized Companies" Chapter 287.135, Florida Statutes RON DESANTIS GOVERNOR CHAIR BLAISE INGOGLL4 CHIEF FINANCIAL OFFICER JAMES UTHMEIER ATTORNEY GENERAL CHRIS SPENCER EXECUTIVE DIRECTOR Chapter 287.135, Florida Statutes was created effective July 1, 2011, and prohibits a company on the Scrutinized Companies with Activities in Sudan List or on the Scrutinized Companies with Activities in the Iran Terrorism Sectors List from bidding on, submitting a proposal for, or entering into or renewing a contract with an agency or local governmental entity for goods or services of $1 million or more. Pursuant to Chapter 215.473, Florida Statutes, the Florida State Board of Administration is charged with maintaining a complete list of scrutinized companies. Scrutinized companies are judged according to whether they meet the following criteria: Sudan: 1. Have a material business relationship with the government of Sudan or a government -created project involving oil related, mineral extraction, or power generation activities, or 2. Have a material business relationship involving the supply of military equipment, or 3. Impart minimal benefit to disadvantaged citizens that are typically located in the geographic periphery of Sudan, or 4. Have been complicit in the genocidal campaign in Darfur. Iran: 1. Have a material business relationship with the government of Iran or a government -created project involving oil related or mineral extraction activities, or the energy, petrochemical, financial, construction, manufacturing, textile, mining, metals, shipping, shipbuilding, or port sectors of Iran, or 2. Have made material investments with the effect of significantly enhancing Iran`s petroleum sector. The SBA is not responsible for compliance with Chapter 287.135, Florida Statutes. The SBA's responsibilities are solely focused on the Protecting Florida's Investments Act and Chapter 215.473 as it relates to the identification of "Scrutinized Companies" that have prohibited business operations in Sudan or Iran. The table on the following pages provides the List of Prohibited Investments (Scrutinized Companies). This list is updated as part of the Protecting Florida's Investments Act (PFIA) and the Global Governance Mandates Quarterly Report, upon review and approval by the Trustees of the State Board of Administration. June 9, 2026 Page 2 Table 7: List of Prohibited Investments (Scrutinized Companies) (New companies are highlighted and in bold.) Prohibited Investments (Scrutinized Companies) Scrutinized Country Country of Incorporation Initial Appearance on Scrutinized List Full Divestment Aviation Industry Corporation of China (AVIC) Sudan China September 24, 2019 Yes AviChina Industry &Technology Sudan China June 4, 2019 Yes AVIC International Finance Ltd Sudan China September 24, 2019 Yes AVIC International Holdings Ltd (formerly listed as AVIC International) Sudan China June 4, 2019 Yes Bank of Kunlun Co Ltd Sudan & Iran China March 7, 2018 Yes Chennai Petroleum Corp Ltd Sudan India September 19, 2007 Yes China BlueChemical Ltd Iran China March 19, 2013 Yes China Energy Engineering Corporation Sudan China September 30, 2025 Yes China Energy International Group Co Ltd Sudan China June 9, 2026 Yes China Gezhouba Group Company Ltd Sudan China September 30, 2025 Yes China National Petroleum Corporation (CNPC) Sudan & Iran China December 11, 2012 Yes China Oilfield Services Ltd Iran China June 16, 2011 Yes China Petrochemical Corporation (Sinopec Group) Sudan & Iran China December 3, 2019 Yes China Petroleum & Chemical Corp (CPCC) Sinopec Sudan & Iran China September 19, 2007 Yes China Petroleum Engineering Corp Sudan & Iran China March 7, 2018 Yes China Power Engineering Consulting Group Corp Sudan China December 17, 2025 Yes China Railway Group Limited Iran China September 24, 2024 Yes Cirrus Aircraft Ltd Sudan Cayman Islands September 24, 2024 Yes CNOOC Ltd Iran China June 16, 2011 Yes CNOOC Energy Technology & Services Ltd Iran China June 15, 2021 Yes CNOOC Finance Limited Iran China September 24, 2013 Yes CNOOC Finance (2003) Limited Iran China December 17, 2024 Yes CNOOC Finance (2011) Limited Iran China December 17, 2024 Yes CNOOC Finance (2012) Limited Iran China December 17, 2024 Yes CNOOC Finance (2013) Limited Iran China December 17, 2024 Yes June 9, 2026 Page 3 IScrutinized Prohibited Investments (Scrutinized Companies) Country Country of Incorporation Initial Appearance on Scrutinized List Full Divestment CNOOC Finance (2014) ULC Iran China October 17, 2017 Yes CNOOC Finance (2015) Australia PTY Ltd Iran China December 17, 2024 Yes CNOOC Finance (2015) USA LLC Iran China December 17, 2024 Yes CNPC Capital Company Limited Sudan & Iran China June 14, 2017 Yes CNPC Finance HK Ltd Sudan & Iran China March 26, 2024 Yes CNPC General Capital Ltd Sudan & Iran China June 26, 2012 Yes CNPC Global Capital Limited Sudan & Iran China December 15, 2020 Yes CNPC HK Overseas Capital Ltd Sudan & Iran China June 16, 2011 Yes COSL Finance (BVI) Limited Iran China September 24, 2013 Yes COSL Singapore Capital Ltd Iran Singapore December 4, 2018 Yes Daqing Huake Group Co Ltd Sudan China March 25, 2008 Yes Deep Development 2025 Ltd Sudan & Iran China December 17, 2025 Yes Egypt Kuwait Holding Co. SAE Sudan Kuwait January 13, 2009 Yes Engineers India Limited Iran India September 24, 2024 Yes FACC AG Sudan Austria June 4, 2019 Yes Gazprom Iran Russia September 19, 2007 Yes Gazprom Neft Iran Russia September 16, 2008 Yes Gazprom Promgaz Iran Russia June 4, 2019 Yes Gezhouba Group Eco-Environmental Protection Co Ltd Sudan China June 9, 2026 Yes GPN Capital SA Iran Luxembourg June 4, 2019 Yes Harbin Electric Co. Ltd. Sudan China September 19, 2007 Yes Hindustan Petroleum Corporation Ltd Sudan & Iran India June 13, 2018 Yes Indian Oil Corp Ltd (IOCL) Sudan & Iran India September 19, 2007 Yes IndOil Global BV Sudan & Iran India September 24, 2024 Yes Jiangxi Hongdu Aviation Sudan China September 19, 2007 Yes Kimanis Power Sdn Bhd Sudan Malaysia September 24, 2024 Yes June 9, 2026 Page 4 rProhibited Investments (Scrutinized Companies) Scrutinized Country Country of Incorporation Initial Appearance on Scrutinized List Full Divestment KLCC Property Holdings Bhd Sudan Malaysia April 14, 2009 Yes Kunlun Energy Company Ltd. Sudan & Iran Hong Kong September 19, 2007 Yes Lanka IOC Ltd Sudan India September 19, 2007 Yes Managem SA Sudan Morocco November 9, 2010 Yes Mangalore Refinery & Petrochemicals Ltd Sudan & Iran India September 19, 2007 Yes Malaysia Marine & Heavy Engineering Holdings Bhd Sudan Malaysia March 18, 2014 Yes MISC Bhd Sudan Malaysia September 19, 2007 Yes Moscow Integrated Power Co PJSC Iran Russia September 24, 2024 Yes Mosenergo Iran Russia September 16, 2008 Yes Norinco International Cooperation Ltd Iran China September 24, 2024 Yes Offshore Oil Engineering Co Iran China December 17, 2024 Yes OGK-2 PJSC Iran Russia September 24, 2024 Yes Oil India Ltd Sudan India September 18, 2012 Yes Oil & Natural Gas Corp (ONGC) Sudan & Iran India September 19, 2007 Yes ONGC Videsh Limited (OVL) Sudan & Iran India March 18, 2014 Yes Pengerang LNG Two Sdn Bhd Sudan Malaysia September 24, 2024 Yes Perseus Mining Ltd Sudan Australia August 23, 2022 Yes PetroChina Sudan & Iran China September 19, 2007 Yes Petroliam Nasional (Petronas) Sudan Malaysia September 19, 2007 Yes Petronas Capital Limited Sudan Malaysia September 19, 2007 Yes Petronas Chemicals Group Bhd Sudan Malaysia June 16, 2011 Yes Petronas Chemicals Derivatives Sdn Bhd Sudan Malaysia September 24, 2024 Yes Petronas Chemicals Glycols Sdn Bhd Sudan Malaysia September 24, 2024 Yes Petronas Chemicals Olefins Sdn Bhd Sudan Malaysia September 24, 2024 Yes Petronas Dagangan Bhd Sudan Malaysia September 19, 2007 Yes Petronas Gas Berhad Sudan Malaysia September 19, 2007 Yes June 9, 2026 Page 5 ■ Prohibited Investments (Scrutinized Companies) Scrutinized Country Country of Incorporation Initial Appearance on Scrutinized List Full Divestment Petronas Global Sukuk Sudan Malaysia August 2, 2016 Yes PowerChina Construction Group Ltd Iran China March 5, 2025 Yes Powerchina Eco-Environmental Group Co Ltd Iran China June 9, 2026 Yes PowerChina Hebei Engineering Corp Ltd Iran China March 5, 2025 Yes PowerChina Resources Ltd Iran China June 9, 2026 Yes PowerChina Sepcol Electric Power Construction Iran China June 10, 2025 Yes Power Construction Corporation of China Ltd Iran China September 24, 2024 Yes Putrajaya Management Sdn Bhd Sudan Malaysia March 18, 2014 Yes Sberbank Russia PJSC Iran Russia September 24, 2024 Subject to U.S. freeze Sinohydro Foundation Engineering Co Ltd Iran Chinan June 9, 2026 Yes Sinopec Capital 2013 Ltd Sudan & Iran China September 24, 2013 Yes Sinopec Century Bright Capital Investment Ltd Sudan & Iran China December 3, 2019 Yes Sinopec Engineering Group Co Ltd Sudan & Iran China March 18, 2014 Yes Sinopec Group Overseas Development 2018 Ltd Sudan & Iran China December 15, 2020 Yes Sinopec Group Overseas Development 2017 Ltd Sudan & Iran China September 11, 2019 Yes Sinopec Group Overseas Development 2016 Ltd Sudan & Iran China August 2, 2016 Yes Sinopec Group Overseas Development 2015 Ltd Sudan & Iran China December 15, 2020 Yes Sinopec Group Overseas Development 2013 Ltd Sudan & Iran China March 18, 2014 Yes Sinopec Kantons Holdings Ltd Sudan & Iran Bermuda September 19, 2007 Yes Sinopec Oilfield Equipment Corporation Sudan & Iran China April 14, 2009 Yes Sinopec Oilfield Service Corp Sudan & Iran China March 25, 2008 Yes Sinopec Shanghai Petrochemical Sudan & Iran China September 19, 2007 Yes Societe Metallurgique D'imiter Sudan Morocco November 9, 2010 Yes Soar Wind Ltd Sudan China March 5, 2025 Yes SOCOL Corp Ltd Iran China June 6, 2026 Yes Territorial Generating Company No 1 Iran Russia June 4, 2019 Yes June 9, 2026 Page 6 Prohibited Investments (Scrutinized Companies) Scrutinized Country Country of Incorporation Initial Appearance on Scrutinized List Full Divestment Zijing International Energy HK Co Ltd Sudan China June 6, 2026 Yes # of Prohibited Investments 104 - - The following companies were removed from the PFIA Prohibited Investments List this quarter. Removed Company Country of Incorporation No companies removed this quarter. MyBenefits Florida Has a Right to Know Florida 411 Cc.ar�-n_n� c�� MANAGEMENT SERVICES Menu Home / Business Operations / State Purchasing / State Agency Resources / Vendor Rice istration and Vendor Lists / Suspended Vendor List Suspended Vendor List The Department of Management Services maintains a list of vendors that have been removed from the Vendor List pursuant to section 287.1351, Florida Statutes El. Building Maintenance of America, LLC d/b/a Florida Building Maintenance 333 North Falkenburg Road #A117 Tampa, FL 33619 DMS 07/02/14 Notice of Default - Building Maintenance of America, LLC d/b/a Florida Building Maintenance L D [ 575.81 KB ] Club Tex, Inc. 2025 Broadway, Suite #15G New York, NY 10023 Correctional Consultants, LLC P.O. Box 515 Chattahoochee, FL 32324 iColor Printing and Mailing, Inc. 22873 Lockness Avenue Torrance, CA 90501 Visual Image Design Firm, LLC 6845 Narcoossee Road, Suite 59 Orlando, FL 32822 DOC 01/24/19 Notice of Default - Club Tex, Inc. Ca 0 [ 111.75 KB DOC 12/10/19 Notice of Default - Correctional Consultants, LLC L D [ D 85.95 KB ] DEP DOH 02/20/12 06/25/15 Notice of Default - iColor Printing and Mailing, Inc. 0 [ 320.17KB] Notice of Default - Visual Image Design Firm, LLC 0 [ 1.78 MB ] Updated 72/70/79 State Purchasing Executed Agency ACS Requests Chief Procurement Officer (CPO) Memoranda and Guidance State Purchasing Contract Archive State Contracts and Agreements MyFloridaMarketPlace Public Procurement Professional Development Approved Drone Manufacturers State Agency Resources Statewide Travel Management System Vendor Resources State Purchasing Insurance Program (SPIP) Contact Us State Purchasing Website Feedback Office of Supplier Development .(OSD) Document reader download links: - Adobe PDF Reader Terms and Conditions Privacy Statement Agency Information Open Government DMS Leadership Agency Organization Accessibility Statement Copyright ©2026 Department of Management Services - State of Florida Debarred Contractors List (Updated: May 2025) MIAMI- COUNTY # Debarred Entity and/or Individuals (abc order) Address Initiating Dept. and Contact Person Cause of Debarment Effect of Debarment Length of Debarment Contractor's Certificate of Competency or License Number; or Qualifier, when applicable 1 Aaron Construction Group, Inc. 10820 NW 138 St. Bay C-1 Hialeah Gardens, FL 33018 Public Housing and Community Development Department (PHCD Director, (786) 469-4106) Violation of Section 10-38 Excluded from Contracting w/Miami-Dade County for a ten (10) year period. 9/12/19 - 9/12/29 n/a 2 Diego Alejandro Estepa Vazquez (Individual, former officer of Aaron Construction Group, Inc.) 10820 NW 138 St Bay C-1 Hialeah Gardens, FL 33018 Public Housing and Community Development Department (PHCD Director, (786) 469- 4106) Violation of Section 10-38 Excluded from Contracting w/Miami-Dade County Indefinitely. 9/12/19 - Indefinite n/a 3 Javier Estepa (Individual, former officer of Aaron Construction Group, Inc.) 10820 NW 138 St Bay C-1 Hialeah Gardens, FL 33018 Public Housing and Community Development Department (PHCD Director, (786) 469- 4106) Violation of Section 10-38 Excluded from Contracting w/Miami-Dade County Indefinitely. 9/12/19 - Indefinite n/a 4 ABC Construction Inc 7280 NW 8th St, Miami, FL 33126 State Attorney's Office (State Attorney, 305-547-0100) Violation of Section 10-38 Excluded from Contracting w/Miami-Dade County for a five (5) year period 11/2/2022 - 11/2/2027 n/a 5 Jorge Gonzalez (individual, former owner/president of ABC Construction Inc) 7280 NW 8th St, Miami, FL 33126 State Attorney's Office (State Attorney, 305-547-0100) Violation of Section 10-38 Excluded from Contracting w/Miami-Dade County for a five (5) year period 11/2/2022 - 11/2/2027 n/a 6 Another Garage Gate, Inc. 3771 NW 51 ST UNIT A, Miami, FL 33142 State Attorneys Office (State Attorney, ey's 0f7-0100) The debarment is a condition of an Order of Probation. As such, he should be ineligible for any new work from any County Department. Excluded from Contracting w/Miami-Dade County for a five (5) year period 08/30/2023 - 08/30/2028 n/a 7 Raudel Diaz (Individual, princiapl of Another Garage Gate, Inc.) 3771 NW 51 ST UNIT A, Miami, FL 33142 (State State Attorney's Office (State Attorney, 305Office 00) The debarment is a condition of an Order of Probation. As such, he should be ineligible for any new work from any County Department. Excluded from Contracting w/Miami-Dade County for a five (5) year period 08/30/2023 - 08/30/2028 n/a 8 Association of Community Organizations for Reform Now (ACORN) 2609 Canal St, 4th floor New Orleans, LA 70119 U.S. Congress (Office of Management & Budget, 202- 395-3080) Section 163 of the Continuing Appropriations Resolution, 2010, Division B of Public Law #111-68 Excluded from Contracting w/ Miami -Dade County Indefinitely. 10/07/2009 - Indefinite n/a 9 Biscayne Housing Group, LLC 25 Se 2nd Ave, Miami, FL, 33131-1508 Public Housing and Community Development Department (PHCD Director, (786) 469-4106) Violation of Section 10-38 Excluded from Contracting w/Miami-Dade County for a ten (10) year period 1/5/2021 - 1/5/2031 n/a 10 Michael Cox (individual, former partner of Biscayne Housing Group, LLC) 828 NW 9th Ave Miami, Fl 33136 Public Housing and Community Development Department (PHCD Director, (786) 469- 4106) Violation of Section 10-38 Excluded from Contracting w/Miami-Dade County for a ten (10) year period 1/5/2021 - 1/5/2031 n/a 11 BJK Construction Services, Inc 970 W McNab Rd # 210, Fort Lauderdale, FL 33309 Internal Services Department (ISD Director, 305-375-1135) Violation of Section 10-38 Excluded from Contracting w/Miami-Dade County for a ten (10) year period. 7/8/2021 - 7/8/2031 n/a This report is maintained by Strategic Procurement Department (SPD). Please note: this list is only updated when an entity or individual is added or removed. For any questions, please contact Michou Jean, at (305) 375-3161. Debarred Contractors List (Updated: May 2025) MIAMI-DADE COUNTY # Individuals (abc order) Debarred Entity and/or Address Person Initiating Dept. and Contact Cause of Debarment Effect of Debarment Length of Debarment Contractor's Certificate of Competency or License Number; or Qualifier, when applicable 12 Michael Runyan (individual, owner of BJK Construction Services, Inc) 4411 Ne 30 Ave,] Lighthouse Point, FL 33064 Internal Services Department (ISD Director, 305-375-1135) Violation of Section 10-38 Excluded from Contracting w/Miami-Dade County for a ten (10) year period. 7/8/2021 - 7/8/2031 n/a 13 Carlisle Development Group 2950 SW 27th AveSte 200 Miami, FI 33133 Public Housing and Community Development Department (PHCD Director, (786) 469-4106) Violation of Section 10-38 Excluded from Contracting w/Miami-Dade County for a ten (10) year period 1/5/2021- 1/5/2031 n/a 14 Lloyd Boggio (individual, former partner of Carlisle Development Group) 3316 Devon CT, Miami, Fl 33133 Public Housing and Community Development Department (PHCD Director, (786) 469- 4106) Violation of Section 10-38 Excluded from Contracting w/Miami-Dade County for a ten (10) year period 1/5/2021 - 1/5/2031 n/a 15 Matthew Greer (individual, former partner of Carlisle Development Group) 240 Ari Way Miami Beach, F133141 Public Housing and Community Development Department (PHCD Director, (786) 469- 4106) Violation of Section 10-38 Excluded from Contracting w/Miami-Dade County for a ten (10) year period 1/5/2021 - 1/5/2031 n/a 16 Design Management and Builders Corporation 5514 NW 72ND AVE, Miami, Florida, 3316611 Public Housing and Community Development Department (PHCD Director, (786) 469-4106) Violation of Section 10-38 Excluded from Contracting w/Miami-Dade County for a ten (10) year period 9/22/2021-9/22/2031 n/a 17 Arturo P. Hevia (individual, owner of Design Management and Builders Corporation) 2411 SW 83 COURT Miami, FL 33155 Public Housing and Community Development Department (PHCD Director, (786) 469- 4106) Violation of Section 10-38 Excluded from Contracting w/Miami-Dade County for a ten (10) year period 9/22/2021-9/22/2031 n/a 18 Ecological Paper Recycling, Inc. 2350 NW 149th Street Opa Locka, FL 33054 Internal Services Department (ISD Director, 305-375-1135) Violation of Section 10-38 Excluded from Contracting w/ Miami -Dade County Indefinitely. 11/18/2015 - Indefinite n/a 19 Jose Flores (indvidual, former officer of Ecological Paper Recycling, Inc.) 2350 NW 149th Street Opa Locka, FL 33054 Internal Services Department (ISD Director, 305-375-1135) Violation of Section 10-38 Excluded from Contracting w/ Miami -Dade County Indefinitely. 11/18/2015 - Indefinite n/a 20 Manuela Flores (individual, former officer of Ecological Paper Recycling, Inc.) 2350 NW 149th Street Opa Locka, FL 33054 Internal Services Department (ISD Director, 305-375-1135) Violation of Section 10-38 Excluded from Contracting w/ Miami -Dade County Indefinitely. 11/18/2015 - Indefinite n/a 21 William Hernandez (individual, former officer of Ecological Paper Recycling, Inc.) 2350 NW 149th Street Opa Locka, FL 33054 Internal Services Department (ISD Director, 305-375-1135) Violation of Section 10-38 Excluded from Contracting w/ Miami -Dade County Indefinitely. 11/18/2015 - Indefinite n/a 22 Global Electrical & Lighting Supplies, Inc. 13751 SW 143rd Ct SUITE 101, MIAMI, FL 33186 Internal Services Department (ISD Director, 305-375-1135) Violation of Section 10-38 Excluded from Contracting w/Miami-Dade County for a ten (10) year period 1/18/2018 - 1/18/2028 n/a 23 Rolando Perez (individual, former officer of Global Electrical & Lighting Supplies, Inc.) 13752 SW 143rd CT, SUITE 101, MIAMI, FL 33186 Internal Services Department (ISD Director, 305-375-1135) Violation of Section 10-38 Excluded from Contracting w/Miami-Dade County for a ten (10) year period 1/18/2018 - 1/18/2028 n/a This report is maintained by Strategic Procurement Department (SPD). Please note: this list is only updated when an entity or individual is added or removed. For any questions, please contact Michou Jean, at (305) 375-3161. 2 Debarred Contractors List (Updated: May 2025) MIAMI-DADS COUNTY # Debarred Entity and/or Individuals (abc order) Address Initiating Dept.and Contact Person Cause of Debarment Effect of Debarment Length of Debarment Contractor's Certificate of Competency or License Number; or Qualifier, when applicable 24 Vivian Perez (individual, former officer of Global Electrical & Lighing Supplies, Inc.)for 13753 SW 143rd CT, SUITE 101, MIAMI, FL 33186 Internal Services Department (ISD Director, 305-375-1135) Violation of Section 10-38 Excluded from Contracting w/Miami-Dade County a ten (10) year period 1/18/2018 - 1/18/2028 n/a 25 Hialeah Transport, LLC 2965 E. llth Avenue Hialeah, FL 33013 Internal Services Department (ISD Director, 305-375-1135) Violation of Section 10-38 Excluded from Contracting w/Miami-Dade County Indefinitely. 12/21/2015 - Indefinite n/a 26 Amancio Alonso (individual, former officer of Hialeah Transport, LLC) 2965 E. llth Avenue Hialeah, FL 33013 Internal Services Department (ISD Director, 305-375-1135) Violation of Section 10-38 Excluded from Contracting w/Miami-Dade County Indefinitely. 12/21/2015 - Indefinite n/a 27 Jose Barroso (indvidual, former officer of E&C Electrical Service, Inc.) 1625 NE 104th St Miami Shores, FL 33138 Internal Services Department (ISD Director, 305-375-1135) Violation of Section 10-38 Excluded from Contracting w/Miami-Dade County for a ten (10) year period. 1/18/2018 - 1/18/2028 n/a 28 Roy J. Bustillo (individual, former officer of Municipal Lighting Systems Group, Inc.) 7035 SW 47th St A Miami, FL 33155 Internal Services Department (ISD Director, 305-375-1135) Violation of Section 10-38 Excluded from Contracting w/Miami-Dade County for a ten (10) year period. 1/18/2018 - 1/18/2028 n/a 29 Jorge De La Noval (individual, owner and operator of The Ultimate Electrician) 13701 SW 88TH ST STE 222 MIAMI, FL 33186 Miami Dade County Office of Inspector General, 305-375- 1946 Violation of Section 10-38 Excluded from Contracting w/Miami-Dade County for a five (5) year period 8/26/2021 - 8/26/2026 n/a 30 Siltek Affordable Housing, LLC. 5800 SW 178th Ave, Southwest Ranches, FL 33331 Public Housing and Community Development Department (PHCD Director, (786) 469-4106) Violation of Section 10-39 Excluded from Contracting w/Miami-Dade County for a ten (10) year period 6/20/2024 - 6/19/2034 n/a 31 Rene Antonio Sierra (individual, former officer of Siltek Affordable Housing, LLC.) 481 Ranch Road Weston, Florida 33325 Public Housing and Community Development Department (PHCD Director, (786) 469- 4106) Violation of Section 10-38 Excluded from Contracting w/Miami-Dade County for a nine (9) year period 11/30/2019 - 11/29/2028 n/a This report is maintained by Strategic Procurement Department (SPD). Please note: this list is only updated when an entity or individual is added or removed. For any questions, please contact Michou Jean, at (305) 375-3161. 3 UKG — Civil UKG (Ultimate Kronos Group) has faced significant civil litigation, most notably a $6 million class-action settlement over a December 2021 ransomware attack and a $15 million settlement regarding biometric time clocks. [1, 2] Major Civil Lawsuits and Settlements • 2021 Ransomware Attack Settlement: UKG agreed to a $6 million settlement reported by Cybersecurity Dive tied to the December 2021 hack of the Kronos Private Cloud, which disrupted payroll and timekeeping for numerous companies and millions of workers. The deal provides affected employees up to $1,000 for ordinary losses and up to $7,500 for documented identity theft or fraud. • Biometric Information Privacy Act (BIPA): UKG resolved class-action allegations that its fingerprint time clocks violated Illinois privacy laws without proper written consent. The company agreed to pay over $15.2 million to settle these claims. • Vendor and Customer Claims: Various businesses reliant on Kronos software filed individual breach -of -contract or negligence lawsuits alleging financial damages and severe operational downtime following system outages. [ , , ] If you are looking for information on a specific case, please let me know:Are you interested in the cybersecurity settlement claims process?Do you need details on a specific corporate or employer lawsuit related to the outage? Al responses may include mistakes. [1] https://www.cybersecuritydive.com/news/ukg-settles-6M-lawsuit-ransomware- attack/688265/ [2] https://topclassactions.com/lawsuit-settlements/closed-settlements/kronos- fingerprint-time-clocks-15m-class-action-settlement/ [3] https://www.techtarget.com/cybersecurity/news/252515029/Lawsuit-claims-Kronos- breach-exposed-data-for-millions [4] https://topclassactions.com/lawsuit-settlements/privacy/data-breach/ukg-data- breach-class-action-filed-over-ransomware-attack/ [5] https://www.hrdive.com/news/judge-sides-with-ukg-aegis-kronos-outage- lawsu it/726368/ [6] https://blog.inovium.com/blog/data-breaches-in-hr-software-deep-legal-lessons-from- tyler-technologies-and-ukg-kronos UKG — Civil [7] https://www.law360.com/employment-authority/articles/2439626/state-street-says- kronos-data-breach-cost-it-27-6m UKG — Criminal There is no public record of a criminal investigation into UKG (Ultimate Kronos Group / Kronos Systems, LLC); instead, the company was the victim of a criminal ransomware attack in December 2021 that triggered extensive civil litigation and settlements. [1, 2, 3, 4] The 2021 Ransomware Incident • The Attack: Cybercriminals deployed ransomware against the UKG Kronos Private Cloud in December 2021, knocking payroll, timekeeping, and scheduling systems offline for major enterprises and municipal services. • Criminal vs. Civil Nature: While the attack itself was a criminal act by external hackers, the legal fallout for UKG involved civil class-action lawsuits and privacy/consumer protection litigation rather than criminal charges or probes against the company itself. [2, 7, 8] Civil Lawsuits and Settlements • Employee Class Action: UKG agreed to a civil class action settlement of up to $6 million to resolve claims from workers whose personal data was exposed during the 2021 breach. • Company Defenses: UKG also invested roughly $1.5 million to upgrade its internal cybersecurity infrastructure as part of its civil fallout responses. • Customer Claims: Various enterprise clients have filed separate civil breach -of - contract or negligence lawsuits against UKG regarding system uptime and data protection commitments. [ , ] If you are looking for information on a specific lawsuit, data breach impact, or regulatory filing related to UKG, please let me know. Al responses may include mistakes. [1] https://en.wikipedia.org/wiki/UKG [2] https://violationtracker.goodjobsfirst.org/violation-tracker/-ukg-inc [3] https://blog.inovium.com/blog/data-breaches-in-hr-software-deep-legal-lessons-from- tyler-technologies-and-ukg-kronos [4] https://www.indeed.com/cmp/Ukg-6/faq/does-ukg-check-employment-background- apart-from-a-criminal-record-and-drug-record-what-is-the-way-ukg-conducting- employment-background-checking?quid=lfg4h0fna3od9000 UKG — Criminal [5] https://blog.inovium.com/blog/data-breaches-in-hr-software-deep-legal-lessons-from- tyler-technologies-and-ukg-kronos [6] https://www.bakerbotts.com/thought-leadership/publications/2023/may/kronos- agrees-to-$6-million-settlement-for-2021-ransomware-attack [7] https://www.cybersecuritydive.com/news/kronos-ransomware-attack- lawsuits/620184/ [8] https://topclassactions.com/lawsuit-settlements/closed-settlements/kronos-data- breach-6m-class-action-settlement/ [9] https://www.bakerbotts.com/thought-leadership/publications/2023/may/kronos- agrees-to-$6-million-settlement-for-2021-ransomware-attack [10] https://www.twingate.com/blog/tips/UKG-data-breach [11] https://www.linkedin.com/posts/countermeasures-group kronos-data-breach-276m- suit-alleges-contract-activity-7441567714785095680-MSCb UKG Kronos Systems, LLC - Elizabeth McCarron - civil litigation Elizabeth "Liz" McCarron is the Executive Vice President and Chief Legal Officer at (Ultimate Kronos Group). In her role overseeing worldwide legal, compliance, and regulatory affairs, she manages the defense strategies for civil litigation facing UKG Kronos Systems, LLC. [1, 2, 3, 4] Major civil litigation cases handled by UKG's legal department under her oversight include: Cybersecurity & Ransomware Class Actions • The $6 Million Kronos Cloud Settlement: UKG reached a $6 million class-action settlement to resolve In re: UKG Inc. Cybersecurity Litigation in the U.S. District Court for the Northern District of California. The litigation stemmed from a major 2021 ransomware attack on the Kronos Private Cloud that disrupted payroll processing for high -profile clients like Tesla, PepsiCo, and Whole Foods. [5, 6] • B2B Outage Dismissals: The legal team successfully secured dismissals in business -to -business lawsuits connected to the same breach. For instance, a California federal judge dismissed a gross negligence and fraud lawsuit brought by Aegis Senior Communities LL' , ruling that UKG made no promises that were explicitly violated by the cyberattack. [7, 8] Biometric Privacy Litigation • Illinois BIPA Settlement: UKG agreed to a $15.2 million settlement to resolve a class-action lawsuit alleging that Kronos fingerprint -scanning time clocks violated the Illinois Biometric Information Privacy Act (BIPA) by failing to secure proper written consent and disclosure forms before collecting employee biometrics. [9] Employment & Internal Litigation • Pretextual PIP & Discrimination Claims: UKG faces ongoing employment -related civil filings. A notable active case involves a 23-year UKG veteran veteran suing the firm, alleging he was subjected to a pretextual Performance Improvement Plan (PIP) to force an exit following internal complaints of age discrimination and retaliation. [10] Are you looking for information on a specific case docket number, details on how to file a claim under one of the active settlements, or information regarding a different civil litigation matter involving UKG? [1] https://www.linkedin.com UKG Kronos Systems, LLC - Elizabeth McCarron - civil litigation [2] https://www.ukg.com [3] https://www.ukg.com [4] https://www.flashintel.ai [5] https://www.cybersecuritydive.com [6] https://topclassactions.com [7] https://www.mcknightsseniorliving.com [8] https://www.hrdive.com [9] https://topclassactions.com [10] https://www.hcamag.com UKG Kronos Systems, LLC - elizabeth mccarron - criminal investigation There are no public records or official reports indicating a criminal investigation involving Elizabeth "Liz" McCarron, the Executive Vice President and Chief Legal Officer of UKG. [1, 2, 3] Context and Available Information • Corporate Role: Elizabeth McCarron oversees all global legal affairs, compliance, and regulatory matters for UKG Inc. (Ultimate Kronos Group). [2, 4] • Past Cyber Incident: The company's legal department previously managed the fallout from a major ransomware attack on the Kronos Private Cloud platform. [5, 6, 7, 8] • Civil Settlements: While law enforcement and cybersecurity authorities were notified at the time, subsequent legal outcomes have been strictly civil matters. This includes a $6 million class-action settlemer addressing customer employee data and payroll disruptions. [5, 6, 9] Are you looking for details on a specific civil lawsuit involving UKG, or information regarding a different person or company? [1] https://www.linkedin.com [2] https://www.ukg.co.uk [3] https://www.zoominfo.com [4] https://www.ukg.com [5] https://www.bakerbotts.com [6] https://www.npr.org [7] https://www.hrdive.com [8] https://violationtracker.goodjobsfirst.org [9] https://www.cybersecuritydive.com CITY OF MIAMI, FLORIDA INTER -OFFICE MEMORANDUM TO: James Reyes City Manager FROM: Annie Perez, CPPO Director/Chief Procurement Officer Procurement Department DATE: August 25, 2026 SUBJECT: Recommendation for Approval to Access Cobb County / OMNIA Partners Contract No. 24-6833 for Human Resource Systems and Related Products with Services REFERENCES: RECOMMENDATION: Based on the findings below, the Department of Procurement ("Procurement") hereby recommends the accessing of Omnia Partners, Public Sector, Inc. ("OMNIA Partners") Contract No. 24-6833 for Human Resource Systems and Related Products and Services ("Human Resource Systems"), for the City of Miami's Finance Department ("Finance"). The awarded vendor, and contract terms and amount are listed below. Contract Number / Title: Estimated Contract Amount: Contract Term: 24-6833 $325,000.00 annually An initial term of four (4) years from July 14, 2025, through July 13, 2029, with three (3) additional one (1) year option to renew periods, extending the agreement to an absolute termination date of July 13, 2032. Recommended Vendor: UKG Kronos Systems, LLC ("UKG") BACKGROUND: The City of Miami needs to obtain human resource systems and related products and services, for the Finance Department. Procurement, on behalf of Finance, recommends accessing OMNIA Contract No. 24-6833 for Human Resource Systems provided by UKG. Pursuant to Section 18-111, Chapter 18/Article III of the Code of the City of Miami, Florida, as amended ("City Code"), the Contract was competitively solicited under full and open competition and met all of the City's criteria for accessing the contract. Pursuant to Section Sec. 18-111 of the Procurement Code titled "Contracts of Other Governmental Entities or Cooperative Purchasing Organizations" subsection e, the City Manager has authority up to one million five hundred thousand dollars ($1,500,000) to approve contracts of other governmental agencies or cooperative purchasing organizations. Accordingly, approval of this recommendation is requested. Your signature below will indicate approval of this recommendation. APPROVED BY: James Reyes City Manager AP:Jg DATE: August 31, 2026 115:59:45 EDT cc: Erica T. Paschal, CPA, Chief Financial Officer/Assistant City Manager Thomas M. Fossler, Assistant City Attorney Nicholas Atkison, Assistant City Attorney Yadissa A. Calderon, CPPB, FCCM, Assistant Director of Procurement !Iit of 4lRiami ANNIE PEREZ, CPPO JAMES REYES Procurement Director City Manager SUPPLEMENTAL AGREEMENT TO CONTRACT # 24-6833 FOR HUMAN RESOURCE SYSTEMS AND RELATED PRODUCTS AND SERVICES BETWEEN COBB COUNTY, GA AND UKG KRONOS SYSTEMS, LLC This Supplemental Agreement ("Supplemental Agreement") to Contract # 24-6833 for Human Resource Systems and Related Products between Cobb County, GA and UKG Kronos Systems, LLC, dated July 14, 2025, is entered into this 31st day of August 2026, ("Effective Date") by and between the City of Miami, Florida, a municipal corporation in the State of Florida, and UKG Kronos Systems, LLC, a foreign limited liability company organized under the laws of the State of Massachusetts, with its principal place of business located at 900 Chelmsford Street, Lowell, MA 01851 ("Contractor" or "UKG") (collectively referred to as the "Parties"). RECITALS WHEREAS, the City has a need for human resource systems and related products and services; and WHEREAS, Section 18-111 of the Code of the City of Miami, Florida, as amended ("City Code") provides that in lieu of other City competitive bidding procedures, the City may accept a competitive bid which has been secured by or on behalf of any federal, state, county or municipal government or from any other governmental entity, state funded institutions and not -for -profit organizations, subject to a determination by the Chief Procurement Officer that the contract was entered into pursuant to a competitive process in compliance with City laws, policies, and procedures; and WHEREAS, Cobb County, Georgia ("Issuing Agency") issued Request for Proposals ("RFP") # 24-6833, which closed on August 8, 2024, for the same or similar services utilizing a competitive process consistent with the City's laws, policies and procedures; and WHEREAS, Contractor was selected and awarded Contract # 24-6833 for Human Resource Systems and Related Products, dated July 14, 2025, by Issuing Agency, a copy of which is attached and incorporated herein as Exhibit A (which the City adopts under Section 18-111 of the City Code as its competitively -bid purchasing vehicle and the Parties accept as the source of the product specifications and pricing for the City's purchase(s)) ("Underlying Contract" as further defined below); and WHEREAS, Contractor has agreed to provide the services described herein to the City, and the City as an eligible Participating Public Agency, desires to engage the services of Contractor, consistent with the product specifications and pricing set forth in the Underlying Contract and the contractual terms and conditions set forth in the UKG Public Sector Master Service Agreement, attached and incorporated as Exhibit B, each as modified by this Supplemental Agreement; and NOW, THEREFORE, in consideration of the mutual covenants and promises herein contained, Contractor and the City agree as follows: Supplemental Agreement to Contract # 24-6833 for Human Resource Systems and Related Products 1. INCORPORATION OF RECITALS; CONTRACT DOCUMENTS; AND ORDER OF PRECEDENCE 1.1. Incorporation of Recitals. The Recitals are true and correct and are hereby incorporated into and made a part of this Supplemental Agreement. The following exhibits are attached hereto and are hereby incorporated into and made a part of this Supplemental Agreement: Exhibit A — the Underlying Contract — Composite Contract # 24-6833 for Human Resource Systems and Related Products, dated July 14, 2025 Exhibit B — UKG Public Sector Master Service Agreement Exhibit C — Insurance Requirements Exhibit D — Certificate of Insurance Exhibit E — Company Resolution Exhibit F — Anti -Human Trafficking Affidavit For purposes of this Supplemental Agreement: (a) "Underlying Contract" means the contract identified in the Recitals and attached as Exhibit A, together with the documents that are expressly incorporated into that contract as of the Effective Date (including any attachments, exhibits, addenda, and awarded solicitation documents, if any as applicable to Participating Public Agencies); (b) "MSA" means the UKG Public Sector Master Services Agreement attached as Exhibit B, which the Parties adopt as the operative contractual terms and conditions governing the City's purchase(s), as modified by this Supplemental Agreement and (c) "Contract Documents" means, collectively, this Supplemental Agreement and its exhibits, together with the Underlying Contract and MSA. 1.2. Order of Precedence. In the event of any conflict, inconsistency, ambiguity, or discrepancy among the Contract Documents, the conflict will be resolved by giving effect to the document with the highest priority, as follows: a. this Supplemental Agreement (including any exhibits to this Supplemental Agreement, other than Exhibit A (and its subattachments), in the order in which they are attached, with Exhibit B having priority over Exhibit C and so on.); b. any City -issued purchase order, release, or other written authorization issued pursuant to the Contract Documents, but only to the extent it does not include additional terms and conditions or purport to amend or conflict with the Contract Documents; and c. any UKG Order Form, but only to the extent it does not include additional terms and conditions or purport to amend or conflict with the Contract Documents; and d. Exhibit A, the Underlying Contract (Exhibit A) and its subattachments. For purposes of the Contract Documents, the MSA is the sole document incorporated into and adopted as an operative contractual document between the City and UKG. All other Page 2 of 21 Supplemental Agreement to Contract # 24-6833 for Human Resource Systems and Related Products documents comprising, attached to, or incorporated by reference into the Underlying Contract are included solely to set product or service specifications and pricing and shall not create any right, obligation, representation, warranty, or other binding term applicable to the Parties other than to define specifications and pricing. No such document shall become part of the Contract Documents unless it is expressly identified and incorporated by a written amendment to this Supplemental Agreement executed by both Parties. Any order -of -precedence provision contained in Exhibit A shall apply only among documents that have been separately and expressly incorporated into the Contract Documents and shall remain subject to the order of precedence established by this Section 1.2. Notwithstanding anything to the contrary in the MSA or Underlying Contract, no term or condition contained in the MSA or Underlying Contract will apply to the City to the extent such term or condition conflicts with this Supplemental Agreement, exceeds the City's lawful authority, or is contrary to Florida law. 1.3. Rules of Construction; Substitution of Party References. 1.3.1. Rules of Construction. Headings are for convenience only and do not affect interpretation. The words "include," "includes," and "including" are deemed to be followed by "without limitation." Words in the singular include the plural and vice versa. References to "days" mean calendar days unless expressly stated otherwise. If a time period ends on a weekend or City holiday, the period will extend to the next business day. 1.3.2. Substitution of Party References. Wherever the Underlying Contract refers to the Customer or Participating Public Agency, or similar term, such reference will be deemed to refer to the City (as applicable to the City's purchase(s)). 1.3.3. Local/Agency-Specific Requirements. Requirements in the Underlying Contract that are specific to the Issuing Agency's local ordinances, administrative policies, procurement rules, or other jurisdiction -specific restrictions will not apply to the City unless expressly adopted in the Contract Documents. 2. TERM; SCOPE; COMPENSATION; INVOICING 2.1. Term. The term of this Supplemental Agreement (the "Term") will commence on the Effective Date and will continue through the remaining term of the Underlying Contract. Any renewal or extension option exercised by the Issuing Agency on the Underlying Contract shall be deemed to be exercisable by the City. The City may issue Purchase Orders or renew existing UKG Order Forms or Purchase Orders, only during the Term. Each UKG Order Form or Purchase Order will state the applicable Initial Term for the goods and/or services procured by the City. Notwithstanding the expiration or termination of this Supplemental Agreement, any UKG Order Form or Purchase Order issued or renewed during the Term will survive and remain in effect, subject to its terms and any applicable termination rights, through the expiration of the then -current term stated in the UKG Order Form or Purchase Order. This Supplemental Agreement will continue to govern each such surviving UKG Order Form or Purchase Order until its expiration or earlier termination. This Section supersedes Section 7.1 of the MSA. 2.2. Scope of Work/Specifications. The Contractor will provide the goods and/or services (the "Work") described in the Underlying Contract, but only to the extent and in the quantities Page 3 of 21 Supplemental Agreement to Contract # 24-6833 for Human Resource Systems and Related Products authorized by the City pursuant to Section 2.3. The Work must conform to the specifications, requirements, and standards set forth in the Underlying Contract, as modified by the Contract Documents. The City's procurement of Work under the Contract Documents is non-exclusive unless expressly stated otherwise in a written amendment executed by the City. 2.3. City Purchase Orders/Releases Control; Authorization to Proceed. 2.3.1. The City may, in its sole discretion, issue purchase orders, releases, task authorizations, or similar written instruments (each, a "Purchase Order") to order Work under the Contract Documents. No Work is authorized, and the City will have no payment obligation, unless and until the City issues a Purchase Order in writing or executes an applicable UKG Order Form. Any terms, conditions, end user license terms, service terms, hyperlinks, shrinkwrap/clickwrap terms, limitations, disclaimers, or other contractual provisions contained in a Purchase Order are rejected, are void and of no force or effect, and do not amend, supplement, or modify the Contract Documents. 2.3.2. Each Purchase Order will identify, at a minimum, the items/services ordered, pricing (by reference to the Underlying Contract or otherwise), quantities, delivery/performance location, and any applicable schedule. The Contractor will perform only the Work authorized by a Purchase Order. 2.3.3. Upon request, the Contractor will reference the applicable Purchase Order number on all shipping documents and invoices. 2.3.4. The City may cancel or reduce a Purchase Order to the extent permitted by the Contract Documents, including pursuant to the City's termination rights. Purchase Orders are administrative ordering instruments and do not, by themselves, amend the Contract Documents. Nothing in the Contract Documents obligates the City to purchase any minimum quantity or dollar amount. 2.3.5. If a Purchase Order references, attaches, or incorporates any Contractor quote, proposal, statement of work, scope document, invoice, acknowledgement, online terms, click -through terms, or similar Contractor materials (collectively, "Contractor Materials"), then such Contractor Materials are incorporated solely for the limited purpose of describing the items/services ordered and, if applicable, the pricing set forth therein to the extent consistent with the Contract Documents. Any terms, conditions, end user license terms, service terms, hyperlinks, shrinkwrap/clickwrap terms, limitations, disclaimers, or other contractual provisions contained in Contractor Materials are rejected, are void and of no force or effect, and do not amend, supplement, or modify the Contract Documents. 2.3.6. Contractor's acceptance of a Purchase Order constitutes Contractor's acceptance of the Purchase Order and the Contract Documents as the exclusive terms governing the City's purchase, notwithstanding any contrary language in Contractor Materials or any Contractor acknowledgement. No additional or different terms proposed by Contractor or City will be binding on either Party unless expressly adopted in a written amendment executed by the Parties in accordance with Section 9 and Section 1.2 (Order of Precedence). Page 4 of 21 Supplemental Agreement to Contract # 24-6833 for Human Resource Systems and Related Products 2.4. Compensation. 2.4.1. The total amount payable by the City under the Contract Documents shall not exceed $1,500,000.00 (the "Not -to -Exceed Amount"), unless increased by written amendment executed by the City. The City shall compensate the Contractor for services performed and goods properly furnished in accordance with the quality standards, rates, and prices set forth in the Underlying Contract and MSA. Notwithstanding the foregoing, absent prior approval by the City Commission evidenced by resolution or other official action authorizing such expenditure, no single Purchase Order (including any amendment, change order, or other modification thereto) shall authorize Work in an amount exceeding One Million Five Hundred Thousand and 00/100 Dollars ($1,500,000.00) ("Threshold"). The Parties further agree that the Threshold may not be avoided by splitting, dividing, phasing, or otherwise structuring purchases or Purchase Orders for the same or substantially similar Work into multiple Purchase Orders or transactions. For purposes of this Section, Purchase Orders issued for the same or substantially similar Work that are part of the same project, program, requirement, or procurement shall be aggregated in determining whether the Threshold has been exceeded. 2.4.2. Unless otherwise agreed upon in writing by the City and Contractor, compensation will be in accordance with the pricing, rates, and pricing methodology set forth in the Underlying Contract. Any early payment discounts, credits, or other price reductions available under the Underlying Contract will apply to the City. 2.4.3. The City will not be responsible for, and will not reimburse, any charges not expressly authorized by the Contract Documents and an applicable Purchase Order, including without limitation, minimum charges, administrative fees, fuel surcharges, or similar add-ons, unless expressly approved in writing by the City. 2.5. Invoicing; Payment; No Advance Payments. 2.5.1. The Contractor will invoice the City in accordance with the terms of the Underlying Agreement and applicable UKG Order Form or is otherwise properly payable under the Contract Documents. The City will not make advance, progress, or milestone payments unless expressly authorized in the Contract Documents. 2.5.2. Invoices must be itemized and must include, at a minimum: (i) the Purchase Order number, upon request of the City; (ii) a description of the goods/services; (iii) quantities; (iv) unit prices and extended prices; (v) the applicable dates of performance or delivery; and (vi) any other information reasonably requested by the City to verify entitlement to payment. 2.5.3. Payment will be made in accordance with Part VII of Chapter 218, Florida Statutes (the "Local Government Prompt Payment Act"). For purchases of goods or services other than construction services, the City's payment due date is forty-five (45) days after the date payment becomes due as calculated under sections 218.73 and 218.74, Florida Statutes. If the Work includes construction services, the payment due date will be calculated in accordance with section 218.735, Florida Statutes. 2.6. Taxes. The City is exempt from Florida sales and use tax and certain federal excise taxes. Upon request, the City will provide applicable exemption documentation. The Contractor Page 5 of 21 Supplemental Agreement to Contract # 24-6833 for Human Resource Systems and Related Products will not include sales tax on invoices submitted to the City to the extent the City is legally exempt. If any tax is legally due and not exempt, it must be stated separately on the invoice and must be limited to taxes actually imposed by law. 3. PERFORMANCE STANDARDS; ACCEPTANCE; CHANGES; WARRANTIES 3.1. Performance Standards. Contractor will perform the Work in accordance with the Contract Documents, including all applicable specifications, requirements, and schedules set forth in the Underlying Contract and MSA. Inspection and Acceptance. Contractor shall contract, as part of its security program and on at least an annual basis, with an independent third party to conduct a network and application penetration test. The penetration test will include, but is not limited to, testing the potential for unauthorized internet access, compromise of roles, and escalation of privileges for the Services. Upon request, Contractor will provide an executive summary of said penetration test including the scope and methodology of the test and confirmation that critical and high -risk findings have been remediated or provide an independent third - party audit report attesting to such testing and remediation. Penetration testing includes the web application vulnerabilities defined by the Open Web Application Security Project (OWASP) Top 10 and those listed in the SANS 25 (as applicable) or its successor current at the time of the test. .If the City determines that any Work is nonconforming with the Contract Documents, the City shall have the Warranty and Termination rights and remedies outlined this Supplemental Agreement and the Underlying Agreement. 3.2. Changes; Amendments; No Oral Modifications. No change to the Contract Documents, including any change in scope, specifications, pricing, schedule, or other material term, is valid unless set forth in a written amendment executed by the City in accordance with applicable City authorization requirements, or in another written instrument expressly identified by the City as an authorized modification. Contractor will not rely on, and the City will not be bound by, any oral statements, emails, invoices, proposals, online terms, or other communications that purport to modify the Contract Documents unless incorporated into an authorized written modification executed by the City. 3.3. No Implied Waivers. No failure or delay by the City in exercising any right, power, or remedy under the Contract Documents will operate as a waiver of that right, power, or remedy, nor will any single or partial exercise of any right, power, or remedy preclude any other or further exercise thereof. Any waiver by the City must be in writing and signed by an authorized City representative, and any such waiver will be limited to the specific instance expressly stated. 3.4. No Obligation Beyond Lawful Authority; Appropriation Contingency. The City's obligations under the Contract Documents are subject to and limited by the City's lawful authority and the availability and appropriation of funds. Nothing in the Contract Documents will be construed as creating a debt of the City in violation of the Florida Constitution or Applicable Law. In the event funds are not appropriated or otherwise not made available for performance in any fiscal year, the City may terminate in accordance with the terms of Section 6.2 of this Supplemental Agreement, and without penalty or further obligation, and the City's sole obligation will be for the products delivered and the services performed by the Contractor prior to the effective date of termination. Page 6 of 21 Supplemental Agreement to Contract # 24-6833 for Human Resource Systems and Related Products 3.5. No Limitations of Liability. The Parties adopt the limitation of liability set forth in Section 9 of the MSA, except that no such limitation, cap, disclaimer, exclusion of damages, waiver of subragation, or shortened limitations period applies to, and Contractor's liability is not limited or capped for, liabilities arising out of or relating to: (a) Contractor's indemnification obligations outlined in Section 8.1 of the MSA; (b) a breach by Contractor of its security obligations under the UKG Data Processing Agreement or it's confidentiality obligations under Section 5 of the MSA either of which results in the unauthorized disclosure of Personal Data; (c) caused by Contractor's act or omission and resulting in bodily injury or death; or (d) Contractor's gross negligence, willful misconduct, or fraud. This Section does not limit, waive, or expand the City's protections under Sections 3.4, 5.3, or 6.2. 3.6. Minimum Warranties. The Parties adopt the Warranties included in Section 6 of the MSA, and agree to include following to the end of Section 6.2 of the MSA: "UKG warrants to Customer that prior to providing Customer access to the Services, UKG has scanned the Subscription Services using commercially reasonable methods designed to confirm that the Subscription Services does not contain any virus, code or other routine that can disable, distort, disrupt, erase, provide unauthorized access to, or otherwise harm the Subscription Services." 3.7 The Parties agree to include the following in Section 8 of the Equipment Addendum of the UKG MSA: "In the event of an issue after a firmware upgrade, Contractor will repair and replace the defective firmware reported within 90 days of download in accordance with its warranty obligations in Section 8 (Warranties) of the Equipment Addendum. Contractor will repair and replace defective firmware after the 90 day period if Customer has purchased an equipment support plan. Additionally, Customer may roll back the firmware to the prior version." 3.8 Software, Data Security, and Incident Response. In addition to the terms of the UKG US Data Processing Agreement, Contractor shall promptly notify, in no event later than seventy-two (72) hours, the City in writing upon discovery of any actual Personal Data Breach as outlined in the UKG US Data Processing Agreement ("UKG DPA"). Such notice shall include, to the extent known at the time: the nature of the Personal Data Breach; the categories of data affected; the approximate number of affected records (if applicable); the mitigation steps taken; and a point of contact for further information. Contractor shall (i) take reasonable steps to contain, investigate, and remediate the Personal Data Breach; (ii) reasonably cooperate with the City's investigation and response; (iii) preserve relevant logs and evidence; and (iv) provide the City with timely updates as additional information becomes available. 4. COMPLIANCE; PUBLIC RECORDS; RECORDS RETENTION; AUDIT 4.1. Compliance with Laws. Reserved. Nothing in the Contract Documents will be construed to require the City to take any action that would violate Applicable Law or exceed the City's lawful authority. 4.2. Public Records. Page 7 of 21 Supplemental Agreement to Contract # 24-6833 for Human Resource Systems and Related Products 4.2.1. Contractor understands that the public shall have access, at all reasonable times, to all documents and information pertaining to City agreements, subject to the provisions of Chapter 119, Florida Statutes, and agrees to allow access by the City and the public to all documents subject to disclosure under Applicable Laws. Contractor's failure or refusal to comply with the provisions of this section shall result in the termination of this Supplemental Agreement by the City. 4.2.2. Contractor agrees that if it is acting as a "Contractor" as defined in the Section 119.0701, F.S. under this Agreement, Contractor shall comply with public records laws, and Contractor shall additionally comply with Section 119.0701, Florida Statutes, including without limitation: (1) keep and maintain public records that ordinarily and necessarily would be required by the City to perform this service; (2) if required, provide the public with access to public records on the same terms and conditions as the City would at the cost provided by Chapter 119, Florida Statutes, or as otherwise provided by law; (3) ensure that public records that are exempt or confidential and exempt from disclosure are not disclosed except as authorized by law; (4) meet all requirements for retaining public records and transfer, at no cost, to the City all public records in its possession upon termination of this Supplemental Agreement and destroy any duplicate public records that are exempt or confidential and exempt from disclosure requirements; and (5) provide all electronically stored public records that must be provided to the City in a format compatible with the City's information technology systems. Notwithstanding the foregoing, Contractor shall be permitted to retain any public records that make up part of its work product solely as required for archival purposes, as required by law, or to evidence compliance with the terms of the Supplemental Agreement. 4.2.3. SHOULD CONTRACTOR DETERMINE TO DISPUTE ANY PUBLIC ACCESS PROVISION REQUIRED BY FLORIDA STATUTES, THEN CONTRACTOR SHALL DO SO AT ITS OWN EXPENSE AND AT NO COST TO THE CITY. IF CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THE CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT (305) 416-1800, VIA EMAIL AT PUBLICRECORDS@MIAMIGOV.COM, OR REGULAR MAIL AT CITY OF MIAMI OFFICE OF THE CITY ATTORNEY, 444 SW 2ND AVENUE, 9TH FLOOR, MIAMI, FL 33130. THE CONSULTANT MAY ALSO CONTACT THE RECORDS Page 8 of 21 Supplemental Agreement to Contract # 24-6833 for Human Resource Systems and Related Products CUSTODIAN AT THE CITY OF MIAMI DEPARTMENT WHO IS ADMINISTERING THIS CONTRACT. 4.3. Records Retention. Contractor will maintain all invoices and similar materials directly pertinent to performance under the Contract Documents (collectively, "Records"). Contractor will retain such Records for at least five (5) years after final payment and the resolution of all pending matters, or for such longer period as may be required by Applicable Law, whichever is longer. If any audit, claim, litigation, or other matter is commenced before the end of the retention period, Contractor will preserve all applicable Records until final resolution of that matter and expiration of the applicable retention period. 4.4. Audit; Inspection; Access to Records. The City, the City's Inspector General, and any other governmental entity with audit authority may, during normal business hours (8:00 a.m. to 5:00 p.m. Eastern Time, Monday through Friday, excluding City holidays), and upon not less than thirty (30) days' prior written notice, audit, inspect, and copy Contractor's Records to verify Contractor's compliance with the Contract Documents and Applicable Law; provided, however, if the City reasonably believes expedited access is necessary due to suspected fraud, material noncompliance, or as otherwise required by law, Contractor uses commercially reasonable efforts to cooperate with the City's request for an expedited copy of Contractor's Records 4.4.1. Audit Costs. Except as provided below, the City shall bear its own internal costs of any audit and shall be responsible for any third -party audit costs it elects to incur in connection with an audit under this Section. 5. INSURANCE; RISK; INDEMNIFICATION 5.1. Insurance Requirements. 5.1.1. Contractor shall, at all times during the Term (and any renewal or extension), procure and maintain, at its sole cost and expense, the insurance coverages required by the City as set forth in Exhibit C (Insurance Requirements). 5.1.2. All required insurance shall be issued by companies authorized to do business in the State of Florida. 5.1.3. Reserved. 5.1.4. Contractor's compliance with the insurance requirements of the Contract Documents shall not relieve Contractor of any liability, obligation, or responsibility under the Contract Documents or Applicable Law. 5.1.5. Reserved. 5.1.6. Prior to the performance of any Work, annually upon policy renewal, and upon request at any time throughout the Term, Contractor shall deliver to the City Certificates of Insurance and any required endorsements evidencing the coverages required by Exhibit C. The City's agreement and title and any contract or purchase order number, if provided, shall appear on each Certificate of Insurance. The City shall be named as certificate holder on required coverages. Page 9 of 21 Supplemental Agreement to Contract # 24-6833 for Human Resource Systems and Related Products 5.1.7. If any Certificate of Insurance or required endorsement is scheduled to expire during the Term (or any extension), Contractor shall submit replacement documentation evidencing renewal within thirty (30) days of renewal.. If expired or noncompliant Certificates of Insurance are not timely replaced with acceptable documentation covering the Term (and any extension), the City may may treat such failure as a default under the Contract Documents. 5.2. Indemnification. 5.2.1. The Parties agree to amend Section 8.1 of the MSA and replace it with the following: "8.1 Claims Against Customer. UKG will defend Customer and Customer's respective directors, officers, and employees, who are acting on behalf of Customer ("Customer Indemnified Parties"), from and against any and all third party Claims to the extent (i) the Services or Documentation infringe or misappropriate any registered copyright or patent, (ii) caused by UKG's gross negligence, willful misconduct, or fraud, (iii) caused by UKG's act or omission and resulting in death or personal bodily injury. UKG will indemnify and hold harmless the Customer Indemnified Parties against any liabilities, damages, costs, or expenses (including, without limitation, reasonable attorneys' fees) actually awarded by a court of applicable jurisdiction to the extent resulting from such third party Claim, or as a result of UKG's settlement of such third party Claim." 5.2.2. In the event any claim or action is brought against any Indemnitee by reason of a matter indemnified hereunder, the City retains the right to participate in the defense with counsel of its choosing at the City's expense. 5.2.3. Contractor expressly understands and agrees that any insurance protection required by the Contract Documents or otherwise provided by Contractor shall in no way limit Contractor's responsibility to indemnify, hold harmless, and defend the Indemnitees as provided herein. 5.2.4. The indemnification obligations set forth in this Section shall survive the expiration, cancellation, or earlier termination of the Contract Documents. This Section shall be interpreted under Florida law 5.2.5. Contractor shall require all subcontracts for any portion of the Work to include indemnification, hold harmless, and defense obligations in favor of the Indemnitees in substantially the same form as this Section. 5.2.6. Ten Dollars ($10.00) of the compensation paid by the City under the Contract Documents constitutes separate, distinct, and independent consideration for the granting of this indemnification, the receipt and sufficiency of which is acknowledged by Contractor. 5.3. Sovereign Immunity Reservation. Nothing contained in the Contract Documents shall be construed as a waiver of the limitations placed upon the City's liability as set forth in Section 768.28, Florida Statutes, or other applicable law. The City does not waive sovereign immunity. No claim, judgment, or award against the City shall include attorneys' fees, investigative costs, pre -suit costs, adjusting costs, or pre judgment interest, Page 10 of 21 Supplemental Agreement to Contract # 24-6833 for Human Resource Systems and Related Products except to the extent expressly authorized by statute and awarded by a court of competent jurisdiction. 6. TERMINATION; DEFAULT; REMEDIES 6.1. Termination for Convenience. The City may terminate the Contract Documents, in whole or in part, for the City's convenience and without cause or additional penalty, upon not less than sixty (60) days' prior written notice to Contractor. Upon the effective date of termination, Contractor shall immediately cease the terminated Work, shall not incur any further costs chargeable to the City for the terminated portion and City shall pay all the launch fees invoices and outstanding Subscription Services fees for the Subscription Services performed and prorated up to the effective date of termination for Work property authorized by a Purchase Order. 6.2. Termination for Cause/Default. The Parties adopt the Termination provisions under Section 7.2 of the MSA, except that Section 7.2.3, For Non -Appropriation of Funds, shall be deleted in its entirety and replaced as follows: Termination for Non -Appropriation. If Customer is a US Federal, State, or Local governmental entity that relies on funding which is allocated at the federal, state and/or local level to fund the Service in the Agreement, then, to the extent required by law, the following will apply: Customer may terminate the Service in the event of a reduction in appropriations to any fund(s) from which UKG is to be paid for Services ordered under this Agreement but not yet delivered. Customer will provide a sixty (60) day prior written notice in the event of such termination to UKG and Customer agrees to pay for the products delivered and the services performed by UKG prior to the date of such notice. In the event of such termination, Customer shall not be entitled to a refund of pre -paid Services, such as the support fees. Customer acknowledges that by executing an Order Form for the Services, Customer has received fiscal appropriations for the amounts due during the Initial or Renewal Term (as applicable) as indicated on such Order. 7. GENERAL CITY CONTRACTING PROVISIONS 7.1. Dispute Resolution. The Parties will attempt in good faith to promptly resolve any controversy, dispute or claim arising out of or relating to the Contract Documents through negotiations before resorting to other remedies available to them. Any such dispute shall be referred to the appropriate senior executives of each Party who shall have the authority to resolve the matter. In the City's case, the appropriate senior executive shall be the City Manager. If the senior executives are unable to resolve the dispute within thirty (30) calendar days (unless more urgency is needed under the circumstances), the Parties will be entitled to pursue resolution of the matter through litigation. Notwithstanding the foregoing, either Party may seek injunctive relief with respect to any disputed matter without following the dispute resolution procedure set forth above. In any disputes involving an amount greater than Twenty Five Thousand and 00/100 Dollars ($25,000.00), the City Manager's decision shall be subject to City Commission approval pursuant to Section 18-105 of the City Code. Page 11 of 21 Supplemental Agreement to Contract # 24-6833 for Human Resource Systems and Related Products 7.2. Governing Law; Venue; Costs. The Contract Documents shall be construed and enforced in accordance with the laws of the State of Florida. Venue in any proceedings between the Parties in connection with this Supplemental Agreement shall lie exclusively in the State and Federal courts located in Miami -Dade County, Florida. IF NOT OTHERWISE PROHIBITED BY APPLICABLE LAW, EACH PARTY AGREES THAT ANY CLAIM RELATED TO THE CONTRACT DOCUMENTS WILL BE RESOLVED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION, SUIT, OR OTHER SIMILAR PROCESS. Each Party waives any defense, whether asserted by motion, memorandum, or pleading, that such courts are an improper or inconvenient venue. The Parties consent to the personal jurisdiction of such courts and irrevocably waive any objections to said jurisdiction. Each Party shall bear its own attorney's fees and costs. 7.3 Waiver of Jury Trial. The Parties freely, knowingly, and irrevocably waive any rights to a jury trial in any actions or proceedings between them related to the Contract Documents. 7.4. Assignments. Contractor's performance is considered unique and specialized. This Agreement shall not be assigned, sold, transferred, pledged, or otherwise conveyed by Contractor, in whole or in part, and Contractor shall not assign any part of its operations which are related to the performance of this Agreement, without the prior written consent of the City Manager (or designee), which consent may be withheld or conditioned in the City's sole discretion. Notwithstanding the foregoing, the prior written consent of the City shall not be required for an assignment or transfer of this Agreement that occurs by operation of law as a result of a merger, consolidation, or similar corporate reorganization involving Contractor, provided that the surviving or successor entity assumes all of Contractor's obligations under the Contract Documents. Contractor, or the surviving or successor entity, shall provide written notice to the City Manager or designee within ten thirty (30) days after consummation of the transaction, which notice shall identify the surviving or successor entity, the effective date of the transaction, and include reasonable evidence of the assumption of Contractor's obligations under the Contract Documents. Any assignment, transfer, or succession permitted or approved under this section shall not relieve Contractor, or any surviving or successor entity, of any obligation or liability under the Contract Documents. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective permitted successors and permitted assigns. 7.5 Independent Contractor. Contractor has been procured and is being engaged to provide Work to the City as an independent contractor, and not as an agent or employee of the City. Neither Contractor, nor its employees, nor any subcontractor shall attain, or be entitled to, any rights or benefits under any civil service or pension ordinance or policy of the City, or any rights generally afforded City employees. Contractor acknowledges that Florida workers' compensation benefits available to City employees are not available to Contractor, its employees, or its subcontractors, and Contractor shall provide (and require its subcontractors to provide, as applicable) workers' compensation insurance as required by law. Contractor's or its subcontractors' use of, or entry upon, City property shall not alter their status as independent contractors. 7.6. Non -Discrimination. Contractor shall not discriminate as to race, age, religion, color, gender, gender identity, sexual orientation, national origin, marital status, physical or mental disability, political affiliation, or any other factor which cannot be lawfully used in Page 12 of 21 Supplemental Agreement to Contract # 24-6833 for Human Resource Systems and Related Products connection with Contractor's performance. No otherwise qualified individual shall, solely by reason of any protected characteristic, be excluded from participation in, be denied benefits of, or be subjected to discrimination under any program or activity related to the Work. In connection with the conduct of its business, including performance of Work and employment of personnel, Contractor shall afford equal opportunity for employment to all persons having appropriate qualifications. 7.7. Conflict of Interest; Ethics. Contractor is responsible for compliance with all requirements and obligations relating to its employees under all Applicable Laws including, but not limited to, employer's obligations under laws relating to: payroll, income tax withholding and reporting; civil rights; equal employment opportunity; discrimination on the basis of age, sex, race, color, religion, disability, national origin, or veteran status; overtime; minimum wage; social security contribution and withholding; unemployment insurance; employer's liability insurance; worker's compensation; veteran's rights; and all other employment, labor, or benefits related laws and agrees to abide by its internal Code of Conduct and Ethics policy found here: https://www.ukg.com/code-of-conduct. Contractor is aware of, and certifies to the best of its knowledge and belief at the time of signature that it complies with the applicable conflict of interest laws of the City of Miami (Miami City Code Chapter 2, Article V), Miami -Dade County, Florida (Miami -Dade County Code, Section 2-11.1 et seq.), and the State of Florida as set forth in the Florida Statutes, as amended. Pursuant to City of Miami Code Section 2-611, as amended, Contractor certifies to the best of its knowledge and belief at the time of signature that no individual member of Contractor, no employee, and no subcontractor under this Agreement, nor any immediate family member of any of the same, is a City employee or a member of any board, commission, or agency of the City, and Contractor represents and warrants it will abide by this prohibition throughout the Term. Contractor further agrees that during the Term it will not serve as a paid expert witness, affiant, or otherwise furnish evidence adverse to the City in a claim brought against the City by any third party. 7.8. E-Verify. By entering into this Agreement, Contractor and its subcontractors are jointly and severally obligated to comply with Section 448.095, Florida Statutes, as amended, titled "Employment Eligibility." Contractor affirms that: (a) it has registered and uses the U.S. Department of Homeland Security's E-Verify system to verify the work authorization status of all new employees; (b) it requires all subcontractors to register and use E-Verify for all new employees; (c) it has an affidavit from all subcontractors attesting that the subcontractor does not employ, contract with, or subcontract with unauthorized aliens; and (d) it shall maintain copies of such affidavits for the duration of the Agreement. If the City has a good faith belief that Contractor has knowingly violated Section 448.09(1), Florida Statutes, the City shall terminate this Agreement in accordance with Section 448.095(5)(c), Florida Statutes, and Contractor acknowledges it may not be awarded a public contract for at least one (1) year and shall be liable for any additional costs incurred by the City due to such termination. If the City has a good faith belief that a subcontractor has knowingly violated Sections 448.09(1) or 448.095, Florida Statutes, and Contractor has otherwise complied with its statutory requirements, Contractor shall terminate its contract with the subcontractor upon receipt of notice from the City in accordance with Section 448.095(5)(c), Florida Statutes. Any challenge to termination under this provision Page 13 of 21 Supplemental Agreement to Contract # 24-6833 for Human Resource Systems and Related Products must be filed in the Circuit or County Court by the City, Contractor, or subcontractor no later than twenty (20) calendar days after the date of termination. The City and Contractor agree that the subcontractor requirements under this section applies only to UKG subcontractors directly hired by Contractor to provide professional implementation services pursuant to the Contract Documents at the City's physical location. 7.9. Public Entity Crimes. Contractor confirms to the best of its knowledge and belief at the time of signature that neither Contractor nor any person or affiliate associated with Contractor in the capacity of owner, partner, director, officer, manager, or controlling shareholder has been convicted of a "public entity crime," as defined in Section 287.133, Florida Statutes, and that Contractor is not listed on any governmental disqualified, debarred, suspended, or ineligible vendor list that would prohibit award or performance. Contractor shall promptly notify the City in writing if Contractor becomes convicted of a public entity crime, becomes listed as ineligible, or if Contractor has reason to believe the foregoing representation is no longer accurate. The City may terminate this Agreement for cause if Contractor's representation in this Section is false or becomes false during the Term, and Contractor shall be ineligible to contract with the City as provided by applicable law. 7.10. Antitrust Violator Vendor. Pursuant to Section 287.137, Florida Statutes, a person or an affiliate who has been placed on the Antitrust Violator Vendors List following a conviction or being held civilly liable for an antitrust violation may not submit a bid, proposal, or reply on any agreement to provide any goods or services to a public entity; may not submit a bid, proposal, or reply on any agreement with a public entity for the construction or repair of a public building or public work; may not submit a bid, proposal, or reply on leases of real property to a public entity; may not be awarded or perform work as a grantee, supplier, subcontractor, or consultant under an agreement with a public entity; and may not transact new business with a public entity. 7.11. Anti -Human Trafficking. Contractor confirms and certifies to the best of its knowledge and belief at the time of signature that it is not in violation of Section 787.06, Florida Statutes, and that it does not and shall not use "coercion" for labor or services as defined in Section 787.06, Florida Statutes. Contractor shall execute and submit to the City an affidavit, of even date herewith, in compliance with Section 787.06(13), Florida Statutes, in the form attached hereto and incorporated herein as Exhibit F, Anti -Human Trafficking Affidavit. If Contractor fails to comply with the terms of this Section, the City may suspend performance or terminate the Contract Documents immediately, without prior notice, and in no event shall the City be liable to Contractor for any additional compensation or for any consequential or incidental damages. 7.12. Notices. All notices or other communications required under this Agreement shall be in writing and shall be given electronically, or by hand -delivery or by registered or certified U.S. Mail, return receipt requested, addressed to the other Party at the address indicated in this Supplemental Agreement (or such other address as a Party may designate by notice given in accordance with this Section). Notice shall be deemed given on the day delivered; or, if by mail, on the fifth (5th) day after being posted or the date of actual receipt, whichever is earlier. Page 14 of 21 Supplemental Agreement to Contract # 24-6833 for Human Resource Systems and Related Products AS TO THE CONTRACTOR AS TO THE CITY: Name: UKG Inc James Reyes City Manager Title: EVP Chief Legal Officer 444 SW 2nd Avenue, 10th Floor Miami, FL 33130 Address 1: 900 Chelmsford Street anoriega@miamigov.com Address 2: Lowell, MA 01851 WITH A COPY TO: Email: UKGLegal@ukg.com George K. Wysong III City Attorney 444 SW 2' Avenue, 9th Floor Miami, FL 33130 gwysong@miamigov.com Annie Perez, CPPO Director of Procurement 444 SW 2nd Avenue, 6th floor Miami, FL 33130 annieperez@miamigov.com Munirah J. Daniel, CPA Director of Finance Department 444 SW 2nd Avenue, 6th Floor Miami, FL 33130 Email 7.13. Severability. Should any provision, paragraph, sentence, word, or phrase contained in this Supplemental Agreement be determined by a court of competent jurisdiction to be invalid, illegal, or otherwise unenforceable under the laws of the State of Florida or the City of Miami, Florida, such provision shall be deemed modified to the extent necessary to conform with such laws, or if not modifiable, then deemed severable, and in either event the remaining terms and provisions shall remain in full force and effect. 7.14. No Waiver. No waiver of breach of any provision of this Supplemental Agreement shall constitute a waiver of any subsequent breach of the same or any other provision, and no waiver shall be effective unless made in writing. 7.15. Counterparts; Electronic Signatures. This Supplemental Agreement may be executed in counterparts, each of which shall constitute an original, and all of which, when taken together, shall constitute one and the same instrument. The Parties may execute this Supplemental Agreement and deliver by electronic means (including PDF), and any signature delivered by such means shall be deemed an original for all purposes. The Parties agree to execute and deliver original signatures upon request. 7.16. Entire Agreement. This Supplemental Agreement, together with the other Contract Documents, constitutes the sole and entire agreement between the Parties regarding the subject matter hereof and supersedes all prior and contemporaneous negotiations, representations, and agreements, whether written or oral, to the extent not incorporated herein. No modification or amendment shall be valid unless in writing and executed by properly authorized representatives of the Parties. All changes and/or modifications shall Page 15 of 21 Supplemental Agreement to Contract # 24-6833 for Human Resource Systems and Related Products be approved in advance and in writing by the Office of the City Attorney as to legal form and correctness. SIGNATURE PAGE FOLLOWS Page 16 of 21 Supplemental Agreement to Contract # 24-6833 for Human Resource Systems and Related Products IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their respective officials thereunto duly authorized, this the day and year above written. ATTEST: Signed by: Bklcoa,O/i4: BY: -93A063ADEBCA41A... NAME: TITLE: Erica Bukowski Lead order Processing Analyst (Corporate Seal) ATTEST: BY: `E46D7560DCF1459.• Todd B. Hannon City Clerk APPROVED AS TO LEGAL FORM AND CORRECTNESS: BY: CCM ie ar Risa0.1 III George IZ82 Wysong III 25-3673 City Attorney rVitps F "Contractor" UKG KRONOS MASSACHUSETTS COMPANY BY: NAME: TITLE: "City" SYSTEMS, LLC, A LIMITED LIABILITY Signed by: r 'aieriu, Plot 7E4599F8AC5945F... Fabrice Pajot Sr Mgr. Order Processing THE CITY OF MIAMI, A MUNICIPAL CORPORATION OF THE STATE OF FLORIDA BY: ,Signed by: ‘--A680256F2064478... James Reyes City Manager APPROVED AS TO INSURANCE REQUIREMENTS: BY: 55349B495F254130 David Ruiz Interim Director of Risk Management Page 17 of 21 Supplemental Agreement to Contract # 24-6833 for Human Resource Systems and Related Products EXHIBIT C INSURANCE REQUIREMENTS I. Commercial General Liability A. Limits of Liability Bodily Injury and Property Damage Liability Each Occurrence General Aggregate Limit Personal and Adv. Injury B. Endorsements Required $1,000,000.00 $2,000,000.00 $1,000,000.00 City of Miami shall be included as an additional insured via blanket endorsement for General Liability and ongoing operations. Such protection shall be primary and non-contributory with respect to City's insurance. II. Business Automobile Liability A. Limits of Liability Bodily Injury and Property Damage Liability Combined Single Limit Owned/Scheduled Autos Including Hired, Borrowed or Non -Owned Autos Any One Accident $1,000,000.00 B. Endorsements Required City of Miami listed as an additional insured Letter may be provided in terms of this provision if no auto exposure is anticipated during the term of this agreement in which case the endorsement shall not be required. III. Worker's Compensation Limits of Liability Statutory -State of Florida IV. Professional/E&O/Cyber Liability Combined Single Limit Each Claim Policy Aggregate Retroactive date included, if claims made policy V. Umbrella/Excess Liability Limits of Liability Page 18 of 21 $5,000,000.00 $5,000,000.00 Supplemental Agreement to Contract # 24-6833 for Human Resource Systems and Related Products Per Occurrence $5,000,000.00 Coverage is excess following form over the general liability and auto policies. Companies authorized to do business in the State of Florida, with the following qualifications, shall issue all insurance policies required above: The company must be rated no less than "A-" as to management, and no less than "Class VII" as to Financial Strength, by the latest edition of Best's Insurance Guide, published by A.M. Best Company, Oldwick, New Jersey, or its equivalent. All certificates of insurance are subject to review and verification by Risk Management prior to insurance approval. Page 19 of 21 Supplemental Agreement to Contract # 24-6833 for Human Resource Systems and Related Products EXHIBIT E CORPORATE RESOLUTION OR OTHER PROOF OF AUTHORITY WHEREAS, UKG Kronos Systems LLC Company's Legal Name with the City of Miami substantially in the form of the agreement to which this Resolution is attached (the "Agreement"); and WHEREAS, the Board of Directors or Managing Members as applicable ("Governing Body") at a duly held meeting has considered the matter in accordance with the company's by-laws; NOW, THEREFORE, BE IT RESOLVED BY THE GOVERNING BODY that the Company intends to enter into the Agreement with the City of Miami and be bound by its terms and the Fabrice Pajot ("Company") desires to enter into an agreement ("Authorized Person") as sr Mgr. order Processingof the Name of Authorized Person Title of Authorized Person Company is hereby authorized and directed to execute the Agreement in the name of this Company and to execute any other documents and perform any acts in connection therewith as may be required to accomplish its purpose. BY: IN WITNESS WHEREOF, this 26th day of Day Witness Signature Cynthia L Trank Witness Name August BY: Page 20 of 21 20 26 Month Year ,-Signed by: ral'viot, Plot -7E4599F8AC594 F... Chairperson of Governing Body or Authorized Officer (24\; Abi4 ji 46: op5P prpamw% Affix Corporate Seal if applicable Supplemental Agreement to Contract # 24-6833 for Human Resource Systems and Related Products EXHIBIT F ANTI -HUMAN TRAFFICKING AFFIDAVIT 1. The undersigned affirms, certifies, attests, and stipulates to the best of our knowledge and belief at the time of signature as follows: a. The entity/individual is a nongovernmental entity authorized to transact business in the State of Florida (hereinafter, "nongovernmental entity"). b. The nongovernmental entity is either executing, renewing, or extending a contract (including, but not limited to, any amendments, as applicable) with the City of Miami ("City") or one of its agencies, authorities, boards, trusts, or other City entity which constitutes a governmental entity as defined in Section 287.138(1), Florida Statutes, as amended. c. The nongovernmental entity is not in violation of Section 787.06, Florida Statutes, as amended, titled "Human Trafficking." d. The nongovernmental entity does not use "coercion" for labor or services as defined in Section 787.06, Florida Statutes, as amended. 2. Under penalties of perjury, pursuant to Section 92.525, Florida Statutes, I declare the following: a. I have read and understand the foregoing Anti -Human Trafficking Affidavit and that the facts, statements and representations provided in Section 1 are true and correct. b. I am an officer, a representative, or individual of the nongovernmental entity authorized to execute this Anti -Human Trafficking Affidavit. FURTHER AFFIANT SAYETH NAUGHT. Nongovernmental Entity/Individual: Fabrice Pajot Name: Signed -by: Signature: rodiriGt, plot 7E4599F8AC594 F... Kronos Systems LLC Sr Mgr. order Processing Title: Office Address: 900 Chelmsford street Lowell MA 01851 Email Address: fabrice.pajot@ukg.com Main Phone Number: Page21 of 21 978 250 9800 EXHIBIT A The Underlying Contract Composite Contract # 24-6833 for Human Resources Systems and Related Products, dated July 14, 2025 Cobb County, GA Contract # 24-6833 for Human Resource Systems and Related Products and Services with UKG Kronos Systems, LLC Effective: July 14, 2025 The PDF Cobb County/UKG Master Agreement is 756 pages of information (use link named "Official Signed Contract"to retrieve). The page numbers noted below are document page numbers not PDF page numbers. The following link to documents comprises the executed contract effective: July 22, 2025. • Official Signed Contract • Official Signed Contract Itemized Documents I. Vendor Contract and Signature Form V. Exhibit C — UKG Public Sector MSA - Page 505-521 1. Exhibit C-1 - UKG Service Descriptions - Page 522-679 2. Exhibit C-2 - UKG Support Policy - Page 680-684 3. Exhibit C-3 (also labeled as Exhibit 1) - Acceptable Use Policy - Page 685-691 o Exhibit 2 - Equipment Addendum - Page 692-698 o Exhibit A - Purchased Equipment Description - Page 699-700 o Exhibit B - Equipment Rental Description - Page 701-702 4. Exhibit C-4 - US Data Protection Addendum - Page 703-707 5. Exhibit C-5 - Details of Processing of Customer Personal Data - Page 708-709 6. Exhibit C-6 - Technical and Organizational Measures - Page 710-713 7. Exhibit C-7 - Supplement to UKG DPAfor UKG and Other Products and Services - Page 714-716 8. Exhibit C-8 (also labeled Exhibit 3) - Equipment Addendum - Page 717-721 Exhibit 3A - Purchased Equipment Description - Page 722-723 Exhibit 3B - Equipment Rental Description - Page 724-725 i strr Agreement t Owner: Cobb County Board of Cortunissionerk 1130, Cherokee Street Marietta, GA 10090 Contractor: UKG Krcmos Systems, LLC. 900 Chelmsford Street Lowell. MA 01186 Description: This Master Agreement for IF amen Resource S}stems, and Related Products and Services incorporates b} reference the following, as applicable; Exhibit "A" Contractor's git +Troposal submitted an August 8. ?U= Exhibit "A-1- F xce t ens Fxhilsir "Tit" owner's Reg ktvkt_frar_Pe+pvssrl te.24, 833 I: xh ibi r "C" UKG Public Sector MS A also referred t, * the UKG Kremus Systems_ I.I_ C ornmerc Lai lemns and t oriel itirin Lind i I I L: ude the following terms, h ie h the current applicable terms 34 at‘the L'c a L o • n 4 1 i he lklastcr r rcemcn1 arc al LacII,oel. F,chitrit •`t -1'` 4 i Semiices Deserint ions t KG P.xterrs-inrre fair tare Services Description Exhibit I Cloud 4ery ices For Healthcare Extension Exhibit } Security arid Disaster Recta cr;. Exhihat 3 Service Level ,Agreement l KG Great Place to 'Work ervicies II]esc.riip+tinn UKG Great Place to Work services liesoriptioh Badge (joule UKG HR Service Delivery SaaS Spices Description Exhibit ] Service Level Agreement for the Subscript ion Services Availability Exhibit 2 Customer Support Polies UKG Income and Employment Verification from Equifax Services Description UKG One View Cornice( Services Description HKG One View Managed Services Description LIICC One View Payments Services Description UKG Prca. Ctirrkal Scheduling Extensions Services Description UKG Pro Es:tended Services l3eserirition UKG Pm Pay and or UKG Pm People Center ark L K G Pi Workforce force Mariagcrneni Scrvim Description Exhibit t Service Level Agreemeni for the Subscription Services AxatIabiliiy Fxh ibi t 2 Customcr Suppprt Policy For UKG PTO Pay and 6JKG Pro People Center anti LFKCi Pro Workforce NeEaaa .ernenr Ex h ilth 1 l .+0 Prey Payment ervicc hih i 4 I KG Pro Print Service&Check Prinilrr►yt Servwes #biM 5 U KG Pro AICA Services UKG NO pad, dnWor UKG Pro People .'eater rti°i lrst riprir,n Exhibit I Scr Bice Level Agreement for the Subscription Services ALaiiabiIity° Exhibit 2 Customer Support Policy for UKG Pro Pay and UKG Pro People C'enicr E+tki'rbi G 3 UKG Pro P yriieri t Serw is Exhibit 4 UKG Pro Print Serviee.siChecII Printing Services Ex]iihii 3 LEKG Pro ACA Screim UKG Piro Wen kiercc 130.0 iptaora Exhibit ] 5ei'y ce Level Agretrricrn Exhibit 2 Custom- support Policy UKG Ready Benefits COBRA Afirninisiraiion Services Description Schedule I Duties of the Partic LING; Ready Services Description Exhibit 1 l JK(i Support Policy UKG Reedy Payroll rvi s Descriprion Pricing Exhibit L #CG 1eleStiiff IVR Service (llscr mod) Services Description Avecoabie Use Policy UKG Rosin Ctioud and UGl( Pit Manager Cloud Services Description Exhibit I Service Level Agreement for the UKG Virtual Roster (Ii utl un i L I KG rit Manager Claud Subscription g,erifices silahili�x Exhibit 2 CLrslomer Su r4 PC111c,y for LIKG Virtual Roster Cloud amid 1_! KCr Pit Nfianzi i 1-oKG Wehhipilkspremium S rVII:i:w I) s nrnkia T'lif. chip YrIrr I'nliic� F: xhihii " •.X" ral.Pa I:tlrL•IL4 :I% ['khalif alit ] I: [MO P111i 4 I: tLhihi� "€•-4" (:11x1e I.ib'rrl4 i1 :1% [ r l`ithir 2)1 :, 1) T;4 Prolrclino dtl4:n4lu1n4 F••thiihiil '('- dil'.ri I:.I,n.Ir°r!1 i Derails of Proce[`.s in4: cii ¶:iisturner rrti''n°il ruin 1=.xf$Ib#r" � i,�, lali led Schedule: 1j: I LchnisJI and Ores ni atinnal Measures. F Lhil it "4' -'" SUP plcaircnt t t I (L)I'A for [-k{: father Products snd hcrAitr� i la [13i r -C-8" aka lah Ic•rl I ;x hr1 ��,.#) 11-°.q49 ipr bent a rMderrd �a n� I • %li i bi t # -+i Purchased Fiquipmem 11}'4L E .11L11t1ri x h iiri t 3. l :quiprxtcnl Rental I ;scnipsic�.L I +.17ingil -• [1 ' [ •ICri Per ovriii !+�rttwale Term and ClauditLu•Lr5 Coil iract ti'L i I i I f I" t KG Perpetual Soillwert Commercial Terms and ~c4ion A General Terms. and Conditions Section B; Toins and Conditions for 'Sur waie Software_andf ucatinna1 and Professional S .icr% 1 % Li! hi! "E I 'Kt; Nt:til nh..' I% eef l\.Frk UKG Law,ch Ready Statement of Work L'KG Launch MC Reath. Tor jlatc Essentials Paola.se Statement Ho f Work f},G Launch LIKO Ready Pius Package Statement oFWork LrK° One View C nne rt Statement ofWoni� U Kea One View Managed Scrvices and Payments SI McniCM cif Work 1 • -.1 i 1'ru Pay atxl People Center Statement of Work 1 + Pro \ r r f! re } ianagetni'n1 Stntcrntrit of Wort I %lilt 1 "1 -. !:.II.4 . ai i y t ,Nosoriaft Addesdnria Terra: Pricer! Purchasing C'oi perai i tire: F x h iia NI "1 :'° I"k rnic t.f l "ci.i kW A l % I`roVleDuc (.1 NG Ern" lo*•ee Vault) Exhibit "B" Clri merit Request for I'rnpeal Of'rrtr! Reference source riot ikund., as modified 111. F r; hibit —A+. Contractor's 1BidiPronosal. and Exhibit ea tinn tn. F khIfni I'r shall, be incorporated only by reference hertiiy and s h I I r, xt; RiCF FOt L L' or e tJwti.i on the parties_ CFh NI1I PARTNERS. PURCHASING ASING COOPERATIVE: Contractor agreesto extend use of this Masi Agr'etii eeitt to public agencies state arid loral governrmcntal entities, public and pri s ite primary, secondary and higher tditcatioti mitt sprof t cuAitir;, aaul agencies for the public benefit) (Public Agencies) registered with OMN lA Partner, LLC 's Purchasing Cooperative (Participating Public ,Agencies) under the terns of this Agin nirient INikat.r Agr nt) and the Administrative ,kgmement found at 'Exhihii A. Governing This Agreen7ersi shall be governed by the heat lair in whir•h Participaring Puk is law Agency is based. provided however. if su.ci juriiWicitort has adopted the Uniform Computer Infonriatiorr T,-arisact•DU Aft (LIMA), or such other similar Jaw, the parties expressly a gn2e Ft+ mar/141I11m Of and not be governed by UCITA or such other similar law. The parties ,waive the app[:ication of th Uniied Naticrns cOnartmissr jn s4 InicTrtitional 'trade Law and United Nations ConventiOn on CFntracis for he International Sale of Goods as to the interpretation or enforcement of This. Agreement_ This Agreement shall begin on July 14, 2025 { EffL. ttye hate), for an Initial Tcrrn of your (4) 'a ,ir . Owrrl'F shall Irati r 1'I3c option to renew this A gnCei icnt for three 3? additional 1 %el .•e i I'' 1 annnrh periods l Rt1iewal Terms) upon mutual wriiteo Content or the Pari i b e:di ] icr terrni natud a5- prpvt 'd hercin, This Agreement shall teem' n;a1 a absolutely on Juiy° 13, 2032,.Pursuant to [ ,C'_ ,1t, § 3r,- 13, this Agreement shall terminate absolutely and without further OhligglerrIn cm i he part of the Owner 21 thif dose of the calendar year iti .. h.icb tt lorqrS cxeciatod ; iad at the close of each uceccding calendar year for which the Agreement is in effect The Serxices which may b ordered will renew in accerdarec with Exhibit "C" UNI: Public Sector ISA unless otherwise 3 el-05d hel ti'•eeri the Particgpaiintt aSency and the CoMiraci., T}5e Parties reserve the right to Fe]re�w, auiund kW emend the Asmernimi for additional terms. Owner may term i nair Ihis,rigrecroen1 at any tirrort fPr nonapproprtaiion of funding subject t to 30 days prier written itodc=: Prices for services and cgtu pmcnl, i f aippl icable, ;hall he as stated in F x h ihii `"A" Contractor's Bid Propw-► „il. trilling: Firpurchases made by Participating h k &gencis the invoicing and billing Fe c/ ro 11m#gokIiied w the applicable UKG territil, and conditions 4LS applied to tile product/service outlined Etrl the applicable Order. [ Sign 0 26 0■ Next Pae Di WETNESS. WHEREOF. this A his hem t.xecuicd by Own of and a.cnrptEti by Coaricior to he cffecilvc as of the dotte tint ibuyt venittIcn- APPROVED PLk‘1L'I 'Ill -.LL5: t MILL + ;IL 11 Y t7KG Cton,d} Systems, tiC 9474O i iii !urd 5tiett Lowell, MA 01251 T. 972-250•5 ukK:ca+n June 26, 2025 Ce rtMcate cif Authority v KG hereby certify that I am President and MOrtia8Cr Or UKG Krono5 Systern$, LLC (the "COSI + ' and that Mei Deng, Director Finance Business Operat ont„ it authorized: to execute cnnir tts, {On#race amendments, sales nrdpr Farms, quotes and Request Far Proposal (-Ur} submissions on behalf Of the Company. ;g0 LIisaht h M{i,arra rt President and Manager EXHIBIT B UKG Public Sector Master Service Agreement Exhibit "C" UKG Public Sector MSA (also referred to as the UKG Kronos Systems, LLC Commercial Terms and Conditions) These Public Sector Master Terms and Conditions (this "Agreement") are made between the UKG entity, which may include UKG Kronos Systems LLC, Kronos SaaSHR Inc. or UKG Inc. ("UKG") and the Public Agency signing the Order ("Customer") which makes reference to the Master Agreement and sets forth the terms and conditions governing Customer's use of UKG Software as a Services offerings, Equipment and other related Professional Training and Support Services that are stated on the Order or Statement of Work, including any attachments thereto. This Agreement is effective as of the date of the last Party to sign the Order ("Effective Date"). Capitalized terms used but not defined in this Agreement will have the meanings ascribed to them in the applicable Order or SOW. 1. Services 1.1 Subscription Services. The Subscription Services will be identified in the Order. During the Initial Term and all applicable Renewal Terms defined in the Order, UKG will provide the Subscription Services to Customer and Customer may use such Subscription Services solely for its internal business purposes to manage the type and number of its employees subject to and conditioned on payment by Customer of all fees and Customer's compliance with this Agreement, the Services Description, the Documentation, and the Order. Customer agrees that its purchases are not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by UKG regarding future functionality or features. 1.2 Support Services. UKG shall maintain a trained and knowledgeable staff capable of providing support for the Subscription Services. UKG will use commercially reasonable diligence to correct reproducible errors when reported to UKG and provide phone, email, or online support 24 hours a day / 7 days a week as set forth in the UKG Support Policy located in the applicable Services Description and also available at https://www.ukq.com/saas-support-policies-and-services. UKG will also provide scheduled and periodic enhancements and modifications to the Subscription Services, including bug fixes, to correct reproducible errors reported to UKG. 1.3 Professional Services. UKG will provide the Professional Services listed in the Order, in accordance with the applicable Statement of Work. If Customer requests additional Services that were not previously identified on an Order or Statement of Work, then the Parties may need to execute additional Orders or Statements of Work. 1.4 Training Services. In connection with a Subscription Service, UKG will provide (a) live virtual training facilitated by a knowledgeable instructor and delivered remotely via a published schedule intended for (i) the core team to help key functional and technical users make informed solution design and configuration decisions and to provide fundamental product knowledge, and (ii) an application and system administrator to Page 506 prepare functional and technical super users to perform their most common tasks in the solution; and (b) self -paced product training. Training Services outside the scope of this section shall be provided by UKG as described in the Order and Statement of Work. 2. Acknowledgements 2.1 Reservation of Rights. The Subscription Services are provided with a limited right to use and are not sold, and UKG reserves and retains all rights not expressly granted in this Agreement. UKG has and shall maintain sole and exclusive ownership of all rights, title, and interests in the Services and Documentation, and all modifications and enhancements thereof (including ownership of all trade secrets, copyrights, trademarks, brands, and other intellectual property rights pertaining thereto). There will be no "work for hire" created as part of the Services or any deliverables owned by Customer, and all works, customizations, models, and developments created by UKG shall be considered a part of the Services. 2.2 Use Restrictions. Except as expressly provided in this Agreement, no other use of the Subscription Services is permitted. Customer may not, and may not cause or permit others to: (a) reverse engineer, disassemble, adapt, translate, or decompile the Subscription Services, including, without limitation, any third party components, or otherwise attempt to derive source code, trade secrets, or knowhow from the Subscription Services; (b) license, sell, transfer, assign, distribute, or outsource use of the Subscription Services or Documentation, or provide service bureau, data processing, or time sharing access to the Subscription Services, or otherwise use the Subscription Services to provide payroll or human resource record keeping for third parties; (c) create Internet "links" to the Subscription Services or "frame" or "mirror" the Subscription Services on any other server, or wireless or Internet -based device; (d) access or use the Subscription Services or Documentation to build or support, directly or indirectly, products or services competitive to UKG; (e) interfere with or disrupt the integrity or performance of any Subscription Services or any data contained therein; (f) attempt to gain unauthorized access to any Subscription Services or its related data, systems, or networks; or (g) remove or alter any proprietary notices or marks on the Subscription Services or Documentation. 2.3 Customer Feedback. Customer has no obligation to provide UKG with any suggestion, enhancement request, recommendation, evaluation, correction, or other feedback about the Services ("Feedback"), but if it does, Customer grants to UKG and its affiliates a worldwide, perpetual, irrevocable, royalty -free license to use, copy, modify, distribute, disclose, create derivative works, and make and incorporate such Feedback into its Services for any purpose. UKG has no obligation to incorporate or apply any Feedback to the Services. 2.4 Consent to Subcontract. Customer hereby consents to UKG subcontracting Services to persons or companies qualified by UKG to provide Services on UKG's behalf. UKG may also fulfill its obligations related to certain Services through its affiliates. UKG shall be responsible for the actions of its subcontractors and Affiliates. Page 507 2.5 Compliance with Laws. UKG shall comply with Applicable Laws in performing its obligations hereunder. Customer shall comply with Applicable Laws when using the Services and remains solely responsible for its compliance with Applicable Laws, including, but not limited to, with respect to the configuration and use of the Services and regardless of whether UKG provides assistance with Customer compliance matters. Customer acknowledges that the specific record retention requirements established under Applicable Laws relating to Customer are the responsibility of Customer and not UKG. 2.6 Upgrades and Modifications. 2.6.1 Upgrades. The Subscription Services may be upgraded or changed at any time as required by normal business conditions, provided that such changes will not materially diminish the functionality of the Subscription Services. Any changes to the Subscription Services will be applicable to all UKG customers of the Subscription Services and material changes will be deployed with reasonable advance notice. 2.6.2 Modifications. UKG may unilaterally revise its Master Services Agreement ("MSA") terms if they are not material. For revisions that will materially change the terms of the Agreement, the revised MSA terms must be incorporated into the Agreement which will be published. Any MSA terms or conditions unilaterally revised that are inconsistent with any material term or provision of this Agreement shall not be enforceable against the Customer, and the Customer shall not be deemed to have consented to them. 2.7 Acceptable Use. Customer will use the Subscription Services in full compliance with the Acceptable Use Policy attached as Exhibit 1 and which could be found in http://www.ukg.com/acceptable-use-policy ("Acceptable Use Policy"), which requires Customer not to (a) use, or encourage, promote, facilitate or instruct others to use, the Services for any illegal, harmful or offensive use, or to transmit, store, display, distribute or otherwise make available content that is illegal, harmful, or offensive, (b) use the Services to violate the security or integrity of any network, computer or communications system, software application, or network or computing device, (c) interfere with or fail to cooperate with any UKG investigation of a security incident involving any UKG system, infrastructure or customer data, (d) make network connections to any users, hosts, or networks unless Customer has permission to communicate with them, and (e) use the Service to distribute, publish, send, or facilitate the sending of unsolicited mass e-mails or other messages. 2.8 Access Credentials. Except as otherwise provided herein, Customer will not provide any third party with access credentials to the Subscription Services and will safeguard and compel all users to safeguard the access credentials. Customer will be responsible for all acts and omissions of its users. Customer will notify UKG promptly if it learns of any unauthorized use of any access credentials or any other known or suspected breach of security. If Customer allows use of the Subscription Services by any of its departments or public agencies which Customer controls without requiring such department or public Page 508 agency to execute a separate Order with UKG to establish its own tenant environment, then Customer will be fully responsible and liable for all use and misuse of the Subscription Services by such Affiliate, and will fully cooperate with UKG in enforcing all of its rights to, interests in, and protection of the Services, including in seeking equitable remedies against any Affiliate that breaches this Agreement. Customer may also allow use of the Subscription Services by its legally bound contractors, provided such use is solely on Customer's behalf, is strictly in compliance with the terms and conditions of this Agreement, Customer at all times remains in control of and retains management over the Subscription Services, and Customer is liable for all breaches of this Agreement by such contractor. Customer authorizes UKG to provide such Customer contractors access to the Subscription Services. 2.9 Connectivity. Customer is responsible for securing, paying for, and maintaining connectivity to the Subscription Services from Customer's location(s) via the internet, including any and all related hardware, software, third party services, and related equipment and components for such connectivity. Customer agrees that UKG will have no liability for such connectivity and Customer will not be excused from any of its obligations under the Agreement due to the quality, speed, or interruption of the communication lines from the Customer's location(s) to the internet. 3. Fees and Taxes UKG understands that Customer may be subject to Applicable Laws governing payment, including availability of funds, timing of payments, late payment interest penalties, and taxes. 3.1 Fees. Customer will pay the fees on the payment terms and in the currency indicated in the Order. For each Order, the billing period of the fees will start on the Billing Start Date as set forth in the Order and will continue for the time period indicated as the Initial Term and all Renewal Terms, each as defined on the Order. Customer is responsible to pay for the Services for the entire Initial Term and each Renewal Term. UKG may increase the fees as set forth in the Order. The increased fees will be set forth in the applicable invoice. Except as otherwise specified in the Order and this Agreement (a) subscription fees are based on Subscription Services purchased and not time of actual usage; (b) minimum quantities purchased cannot be decreased during the relevant the then current Initial Term or Renewal Term; (c) additional quantities may be purchased; and (d) payment obligations are non -cancelable and fees paid are non-refundable. 3.2 Taxes. This section applies only if Customer has not provided with a valid tax exemption certificate authorized and honored by applicable taxing authorities that covers all Taxes. The fees exclude, and Customer will be responsible for, all applicable sales, use, excise, withholding, VAT, and any other similar taxes, duties and charges of any kind imposed by any governmental entity in connection with the Services (excluding taxes based solely on UKG's income) ("Taxes"). Page 509 3.3 Late Payment. Any invoices not reasonably disputed in writing within thirty (30) days from the date of receipt will be deemed undisputed and due. All undisputed invoices not paid within thirty (30) days after the date such amounts are due and payable may accrue interest at a rate up to the maximum allowable by applicable law. Customer will reimburse UKG for any additional reasonable cost incurred by UKG in connection with collecting any amounts payable under this Agreement. If Customer is more than thirty (30) days overdue in its payment of an undisputed amount due, then UKG reserves the right to suspend the Services provided under the applicable Order, but only until such payment is made to UKG and provided that UKG gives Customer at least ten (10) business days prior written notice of the overdue amount before UKG suspends the Services. Upon payment in full of all overdue amounts, UKG will restore the Services. 4. Data, Security and Privacy 4.1 Ownership of Customer Data. Customer shall retain ownership of all rights, title, and interests in and to Customer Data. No ownership rights in Customer Data will transfer to UKG. UKG will maintain backup copies of Customer Data as required to maintain and provide the Services, but Customer is responsible for maintaining backup copies of all data and information that Customer inputs into the Services or otherwise provides to UKG. 4.2 Use of Customer Data. Consistent with common Software as a Service (SaaS) industry practices and in accordance with Applicable Laws, UKG collects Customer Data to keep Services regularly up to date with appropriate market standards and security. All Customer Data collected is used solely for the purpose of providing and improving the Services and enhancing the customer experience with new functionalities. 4.3 Collection of Personal Information. Services may employ applications and tools that collect and process Personal Information that may be required by UKG to provide the requested Services or functionality included in or related to those Services. If Customer wishes to stop the collection and processing of Personal Information, Customer may need to uninstall or discontinue using certain Services. 4.4 Data Privacy and Security. Each Party agree to comply with Applicable Laws in its processing of Personal Information. UKG and its subprocessors will process Personal Information in accordance with UKG's DPA. All Customer Data will be secured and protected as set forth in the Technical and Organizational Measures of UKG's DPA. 5. Confidentiality 5.1 Definition. "Confidential Information" is any non-public information relating to a Party that is disclosed pursuant to any Order or this Agreement, and which reasonably should be understood by the recipient of such information to be confidential because of (a) Page 510 legends or other markings; (b) the circumstances of the disclosure; or (c) the nature of the information itself. 5.2 Exceptions. Information will not be considered Confidential Information if the information was (a) in the public domain without any breach of this Agreement; (b) disclosed to the receiving Party on a non -confidential basis from a source lawfully in possession of such Confidential Information and, to the knowledge of the receiving Party, is not prohibited from disclosing such Confidential Information to receiving Party; (c) released in writing from confidential treatment by disclosing Party; or (d) is independently developed by the receiving Party without use of or reference to the Confidential Information. 5.3 Nondisclosure. Except as expressly permitted in this section, neither Party will disclose the other Party's Confidential Information to any third party. 5.4 Protection. Each Party will secure and protect the Confidential Information of the other Party with a reasonable standard of care commensurate with the sensitivity of such Confidential Information and using precautions that are at least as stringent as it takes to protect its own Confidential Information of like nature, but no less than reasonable precautions. 5.5 Use. Each Party will only use the Confidential Information of the other Party as expressly permitted by or as required to exercise their rights, duties, and obligations under this Agreement. 5.6 Disclosure Exceptions. Confidential Information may be shared with and disclosed to (a) any Affiliate, subcontractor, or other third party who has a need to know to enable the receiving Party to exercise its rights or perform its obligations in connection with this Agreement and have non -disclosure obligations at least as stringent as the confidentiality provisions of this Agreement that apply to the Confidential Information; or (b) any court or governmental agency of competent jurisdiction, pursuant to a subpoena, order, civil investigative demand or similar process with which the receiving Party is legally obligated to comply, and of which the receiving Party notifies disclosing Party as required by a legal process, including in connection with any proceeding to establish a Party's rights or obligations under this Agreement (provided however that, when permitted by Applicable Law, a Party will give the other reasonable prior written notice so that the disclosing Party has an opportunity to contest any disclosure required by a legal process). 5.7 FOIA/Public Disclosure Laws. Notwithstanding any confidentiality obligations in the Agreement, UKG acknowledges that Customer may be compelled to disclose Confidential Information pursuant to the Federal Freedom of Information Act and any state equivalents or other open -records or public disclosure Applicable Laws. Customer may disclose such information to third parties upon written request to the extent compelled by such Applicable Page 511 Laws; provided that, prior to any such disclosure, Customer provides prior written notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at UKG's cost, if UKG wishes to limit or contest the scope of the disclosure in whole or in part. 6. Warranty 6.1 Mutual Warranties. Each Party hereby warrants that (a) it has the full right and authority to enter into this Agreement; and (b) the performance of its obligations and duties under this Agreement does not conflict with or result in a breach of any other agreement of such Party or any judgment, order, or decree by which such Party is bound. 6.2 Subscription Services Warranty. UKG warrants that the Subscription Services will substantially conform with the Documentation and that the functionality of the Subscription Services will not be materially diminished or adversely modified. In the event of a breach of the warranty described in this Section, as Customer's exclusive remedy and UKG's sole obligation, at UKG's cost, UKG will make commercially reasonable efforts to remedy such breach, provided that if UKG cannot substantially remedy such breach, then Customer may terminate the affected Subscription Services in accordance with Section 7.2.2. Customer agrees to report any non-conformance of the Subscription Services within thirty (30) days of its discovery and provide UKG with reasonable information and assistance to enable UKG to reproduce or verify the non -conforming aspect of the Subscription Services. 6.3 Professional, Support, and Training Services Warranty. UKG warrants that the Professional Services, Support Services, and Training Services will be performed by qualified personnel in a good and professional manner. In the event UKG breaches the warranty described in this Section, as Customer's exclusive remedy and UKG's sole obligation, UKG will reperform the deficient Professional, Support, or Training Service, at UKG's cost, provided that if UKG cannot substantially remedy such breach, then UKG will refund any fees prepaid by Customer for the affected Services. Customer must report any deficiencies in such Services, including Professional Services, within thirty (30) days of the completion of the Services. 6.4 Disclaimer. TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, UKG DISCLAIMS ALL OTHER WARRANTIES NOT SET FORTH IN THIS AGREEMENT, EITHER EXPRESS OR IMPLIED, INCLUDING ALL WARRANTIES OF MERCHANTABILITY, QUALITY, PERFORMANCE, FITNESS FOR A PARTICULAR PURPOSE, NON -INFRINGEMENT, TITLE, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE, IN CONNECTION WITH THIS AGREEMENT, THE SERVICES, AND ANY PRODUCTS PROVIDED BY UKG. UKG DOES NOT REPRESENT, WARRANT, OR COVENANT THAT THE SERVICES OR ANY Page 512 OTHER PRODUCT OR SERVICE PROVIDED HEREUNDER WILL BE UNINTERRUPTED, ERROR -FREE, VIRUS -FREE, OR SECURE. THIS DISCLAIMER OF WARRANTY MAY NOT BE VALID IN SOME JURISDICTIONS AND CUSTOMER MAY HAVE WARRANTY RIGHTS UNDER LAW WHICH MAY NOT BE WAIVED OR DISCLAIMED; HOWEVER, ANY SUCH WARRANTY RIGHTS EXTEND ONLY FOR THIRTY (30) DAYS FROM THE EFFECTIVE DATE OF THIS AGREEMENT (UNLESS AND ONLY TO THE EXTENT SUCH LAW PROVIDES OTHERWISE). 6.5 Customer Warranty. Customer warrants that it has all rights and required consents to provide Customer Data to UKG. 7. Term and Termination 7.1 Term of the Agreement. The term of this Agreement commences on the Effective Date and continues until the stated term in each applicable Order or as otherwise terminated as permitted in this Agreement. At the expiration of the Initial Term, and at the expiration of each Renewal Term, each as indicated on the Order, the Services will automatically renew for the duration indicated on the Order as the Renewal Term. 7.2 Types of Termination 7.2.1 Non -renewal. Either Party may terminate any Service identified in an Order upon at least sixty (60) days prior written notice to be effective at the expiration of the then current Initial Term or a Renewal Term. 7.2.2 For Cause. Either Party may terminate this Agreement, or any Service identified in an Order, if the other Party fails to perform any material obligation under this Agreement, and such Party is not able to cure the non-performance within thirty (30) days of written notice of such default with reasonably sufficient detail regarding the alleged breach, provided that UKG may immediately terminate or suspend Customer's access to the Services without notice if Customer is in breach of the "Use Restrictions" or "Confidentiality" sections of this Agreement, or the Acceptable Use Policy to prevent further harm. Either Party may immediately terminate this Agreement and all Orders if the other Party has a receiver or similar party appointed for its property, becomes insolvent, acknowledges its insolvency in any manner, ceases to do business, makes an assignment for the benefit of its creditors, or files a petition in bankruptcy. Other than as expressly permitted in this Agreement, or an Order, SOW, or Services Description, neither Party may terminate this Agreement and each Party remains fully obligated to the terms and conditions herein. 7.2.3 For Non -Appropriation of Funds. If Customer is a US Federal, State, or Local Page 513 governmental entity that relies on funding which is allocated at the federal, state and/or local level to fund the Service in the Agreement, then, to the extent required by law, the following will apply: Customer may terminate the Service in the event of a reduction in appropriations to any fund(s) from which UKG is to be paid for Services ordered under this Agreement but not yet delivered. Customer will provide a ninety (90) day prior written notice in the event of such termination to UKG and Customer agrees to pay for the products delivered and the services performed by UKG prior to the effective date of such notice. In the event of such termination, Customer shall not be entitled to a refund of pre -paid Services, such as the support fees. Customer acknowledges that by executing an Order Form for the Services, Customer has received fiscal appropriations for the amounts due during the Initial or Renewal Term (as applicable) as indicated on such Order. 7.3 Effects of Termination. The following terms apply if an Order is terminated for any reason: 7.3.1 Fees. All fees will be paid by Customer for amounts owed through the effective date of termination, and, if the Order is terminated for UKG's breach of the Agreement, any fees prepaid by Customer for the Service not rendered prior to the effective date of termination will be credited against Customer's account, with any remaining amounts refunded to Customer within thirty (30) days of the effective date of termination. 7.3.2 Cessation of Services. UKG will cease to provide the Services to Customer and Customer's right to use and access the Subscription Services will end as of the effective date of termination. If Customer requires access to the Subscription Services after the effective date of termination or transition assistance, such access and assistance will be subject to mutual agreement and additional fees, under a separate Order or SOW, and will be subject to the terms and conditions of this Agreement. 7.3.3 Deletion of Customer Data. UKG will delete Customer Data after Customer's rights to access the Subscription Services and retrieve Customer Data have ended, unless otherwise provided under this Agreement, a Services Description, Order, SOW, or another document. UKG will delete Customer Data in a series of steps and in accordance with UKG's standard business practices for destruction of Customer Data and system backups. UKG has no obligation to retain Customer Data and Customer Data may be permanently deleted as part of UKG's data management program(s) or practice(s), and in accordance with Applicable Laws. 7.3.4 Confidential Information. UKG and Customer will each return or destroy any Confidential Information of the other Party, with any retained Confidential Information remaining subject to this Agreement. Page 514 8. Indemnification 8.1 Claims Against Customer. UKG will defend Customer and Customer's respective directors, officers, and employees, who are acting on behalf of Customer ("Customer Indemnified Parties"), from and against any and all third party Claims to the extent the Services or Documentation infringe or misappropriate any registered copyright or patent. UKG will indemnify and hold harmless the Customer Indemnified Parties against any liabilities, damages, costs, or expenses (including, without limitation, reasonable attorneys' fees) actually awarded by a court of applicable jurisdiction to the extent resulting from such third party Claim, or as a result of UKG's settlement of such third party Claim. 8.2 Mitigation. In the event that a final injunction is obtained against Customer's use of the Subscription Services by reason of infringement or misappropriation, or if in UKG's opinion, the use of the Subscription Services is likely to become the subject of a successful Claim of infringement or misappropriation, UKG (at its option and expense) will use commercially reasonable efforts to either (a) procure for Customer the right to continue using the Subscription Services as provided in the Agreement; or (b) replace or modify the Subscription Services so that they become non -infringing but remain substantively similar to the affected Subscription Services. Should neither (a) nor (b) be commercially reasonable, either Party may terminate the applicable Subscription Services and the rights granted hereunder upon written notice, at which time UKG will provide a refund to Customer of any fees paid by Customer for the infringing elements covering the period of their unavailability. 8.3 Exceptions. UKG will have no liability to indemnify or defend Customer to the extent the alleged infringement or misappropriation of the Subscription Services is based on (a) use other than as expressly permitted by this Agreement or by UKG in writing; or (b) use in conjunction with any equipment, service, or software not provided by UKG, where the Subscription Services would not otherwise infringe, misappropriate, or become the subject of the third party Claim. 8.4 Qualifications. Customer will provide written notice to UKG promptly after receiving notice of a third party Claim. If defense of such third party Claim is materially prejudiced by a delay in providing notice, UKG will be relieved from providing such indemnity to the extent of the delay's impact on the defense. UKG will have sole control of the defense of any indemnified third party Claim and all negotiations for its settlement or compromise, provided that UKG will not enter into any settlement which imposes any obligations on Customer without the prior written consent of Customer. Customer will cooperate fully (at UKG's request and expense) with UKG in the defense, settlement, and compromise of any such action. Customer may retain its own counsel at its own expense, subject to UKG's rights above. 8.5 Government Control of Defense. If Customer is a US Federal, State, or Local governmental entity, then, to the extent required by law, the following will apply: Any Page 515 provision of the Agreement requiring UKG to defend or indemnify Customer is hereby amended, solely to the extent required by Applicable Laws, to provide that the U.S. Department of Justice (for a Federal Customer) or applicable State Attorney General's Office (for a SLED Customer) has the right to represent the respective Federal or SLED entity in litigation and other formal proceedings at its own cost. Subject to approval of the U.S. Department of Justice (for a Federal Customer) or applicable State Attorney General's Office (for a SLED Customer),if applicable, Customer shall tender defense of action to UKG upon request by UKG. 8.6 This "Indemnification" section states UKG's sole liability and Customer's exclusive remedy for all third party Claims and damages. 9. Limitations of Liability 9.1 Monetary Cap. DURING ANY TWELVE (12) MONTH CONTRACT TERM (BEGINNING ON THE EFFECTIVE DATE OF THE APPLICABLE ORDER), UKG'S TOTAL AGGREGATE LIABILITY FOR ANY AND ALL CLAIMS IN CONNECTION WITH ANY SERVICE PROVIDED TO CUSTOMER SHALL IN NO EVENT EXCEED THE AMOUNT PAID OR PAYABLE TO UKG DURING SUCH TWELVE (12) MONTH CONTRACT TERM FOR THE SERVICE GIVING RISE TO SUCH CLAIM(S). 9.2 Exclusion of Damages. UKG WILL NOT BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES; FOR THE COST OF ACQUIRING SUBSTITUTE OR REPLACEMENT SERVICES; OR FOR ANY LOST OR IMPUTED PROFITS OR REVENUES, BUSINESS INTERRUPTION, LOST GOODWILL, OR LOST DATA RESULTING FROM OR RELATED TO THE SERVICES OR THIS AGREEMENT, HOWEVER CAUSED; OR ANY DAMAGES TO THE EXTENT CAUSED BY CUSTOMER'S DATA OR APPLICATIONS, CUSTOMER'S ALLOWANCE OF UNAUTHORIZED THIRD PARTY ACCESS, OR CUSTOMER'S INTRODUCTION OF MALICIOUS CODE. 9.3 Applicability of Limitations. THESE LIMITATIONS APPLY FOR ANY REASON, REGARDLESS OF LEGAL THEORY AND THE REASON LIABILITY IS ASSERTED, EVEN IF UKG HAS KNOWLEDGE OF THE POSSIBILITY OF SUCH DAMAGES AND WHETHER OR NOT SUCH DAMAGES ARE FORESEEABLE. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, NOTHING IN THIS SECTION OR ELSEWHERE IN THIS AGREEMENT SHALL OPERATE TO EXCLUDE OR LIMIT THE LIABILITY OF ANY PARTY TO THE EXTENT SUCH LIABILITY CANNOT LAWFULLY BE SO LIMITED OR EXCLUDED UNDER APPLICABLE LAW. INSOFAR AS APPLICABLE LAW PROHIBITS ANY LIMITATION ON LIABILITY HEREIN, THE PARTIES AGREE THAT SUCH LIMITATION WILL BE AUTOMATICALLY MODIFIED, BUT ONLY TO THE EXTENT SO AS TO MAKE THE LIMITATION COMPLIANT WITH APPLICABLE LAW. THE PARTIES AGREE THAT THE LIMITATIONS ON LIABILITIES SET FORTH HEREIN ARE AGREED ALLOCATIONS OF RISK AND SUCH Page 516 LIMITATIONS WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. 10. General 10.1 Jurisdiction & Dispute Resolution. This Agreement is governed by and is to be interpreted solely in accordance with the laws of the Commonwealth of Massachusetts, without regard to any conflict of law provision that would result in the application of a different body of law, and each Party agrees to submit to exclusive venue in the courts in Boston, Massachusetts in any dispute arising out of or relating to this Agreement. The United Nations Commission on International Trade Law, the United Nations Convention on Contracts for the International Sale of Goods, and the Uniform Computer Information Transactions Act (UCITA) will not apply to this Agreement. 10.2 Federal Government Use Provision. If the ultimate end user is a U.S. federal government entity, then it acknowledges that the Subscription Services, Equipment and Documentation consist of "commercial services" and "commercial products," as defined in FAR 2.101, consisting of "commercial computer software," "commercial computer software documentation" and "technical data" as these terms are used in FAR 12.211- 12.212 and in DFARS 227.7202, as applicable. All such government end users will comply with this Agreement while using Subscription Services, Equipment and Documentation. the rights of the U.S. Government to use, modify, reproduce, release, perform, display, or disclose commercial computer software, commercial computer software documentation, and technical data furnished in connection with the Subscription Services, Equipment and Documentation shall be as provided in this Agreement, except that, for U.S. Department of Defense end users, technical data customarily provided to the public is furnished in accordance with DFARS 252.227-7015. If such Customer needs any additional rights, it must negotiate a mutually agreed addendum to these Agreement specifically granting those rights. 10.3 Export. Each Party shall comply with the export laws and regulations of the United States and other applicable jurisdictions in providing and using the Services. Without limiting the generality of the foregoing, Customer represents that it is not on any U.S. government denied- party list and it shall not make the Services available to any person or entity that (a) is located in a country that is subject to a U.S. government embargo; (b) is listed on any U.S. government list of prohibited or restricted parties; or (c) is engaged in activities directly or indirectly related to proliferation of weapons of mass destruction. 10.4 UKG's Employer Obligations. UKG is responsible for compliance with all requirements and obligations relating to its employees under all Applicable Laws including, but not limited to, employer's obligations under laws relating to: payroll, income tax withholding and reporting; civil rights; equal employment opportunity; discrimination on the basis of age, sex, race, color, religion, disability, national origin, or veteran status; overtime; Page 517 minimum wage; social security contribution and withholding; unemployment insurance; employer's liability insurance; worker's compensation; veteran's rights; and all other employment, labor, or benefits related laws. 10.5 Human Trafficking and Modern Slavery. UKG shall comply with all Applicable Laws regarding slavery and human trafficking of the state, province, and country/countries in which they are performing the Services and doing business, including, but not limited to, the California Transparency in Supply Chains Act and the United Kingdom Modern Slavery Act. 10.6 E-Verify. To the extent required by Applicable Laws, UKG agrees to utilize the U.S. Department of Homeland Security's E-Verify system, to verify the employment eligibility of all persons assigned by UKG to perform work in the United States pursuant to this Agreement. 10.7 Severability and Waiver. The invalidity or illegality of any provision in this Agreement will not affect the validity of any other provision. All unaffected provisions remain in full force and effect. The waiver of any breach of this Agreement will not constitute a waiver of any subsequent breach or default and will not negate the rights of the waiving Party. 10.8 Surviving Provisions. Provisions in this Agreement which by their nature are intended to survive in the event of a dispute or because their obligations continue past termination of the Agreement, including provisions relating to acknowledgements, reservation of rights, use restrictions, fees, confidentiality, limits of liability, indemnification, and termination, will so survive. 10.9 Assignment. This Agreement cannot be assigned by a Party, whether by operation of law or otherwise, without the prior written consent of the other Party; provided, however, that either Party may assign this Agreement in its entirety (including all Orders and Statements of Work) as part of a merger, acquisition, transfer, or sale of all or substantially all of its assets, stock or business, including to an Affiliate, so long as the assignee agrees to be bound by all of the terms and conditions of this Agreement, the Orders, and Statements of Work. In the event of such an assignment, the non -assigning party shall be entitled to request from the assignee reasonable information to demonstrate that the assignee has the necessary resources and expertise to provide the Service. In no event shall Customer have the right to assign the Agreement to a direct competitor of UKG. This Agreement shall be binding on and inure to the benefit of all permitted predecessors, successors, and assigns of each Party. 10.10 Force Majeure. If an unforeseeable event reasonably beyond the control of either of the Parties arises to prevent a Party from performing its obligations under this Agreement, including, but not limited to, acts of war, terrorism, uprising, acts of nature like earthquakes or floods, measures of any governmental authority in response to pandemics, epidemics or other viral or bacterial outbreaks, civil unrest, embargoes, riots, sabotage, Page 518 labor shortages, changes in laws or regulations, the failure of the internet or communications via common networks, failure of payment transfer mechanisms (but not lack of funds to make payments), power or system failure, or a delay in transportation (collectively "Force Majeure"), each Party will be excused from performance of its obligations under this Agreement, for the duration of the Force Majeure affecting such Party, provided that the affected Party will use reasonable efforts to mitigate the impact of the Force Majeure. Notwithstanding the foregoing, UKG remains obligated to provide disaster recovery portions of the Services to the extent not also prevented by the Force Majeure. 10.11 Publicity. UKG will not publicize matters relating to Customer's use of the Services without Customer's prior consent. Despite the foregoing, UKG may identify the Customer as a UKG customer and use Customer's name, trademark, and logo, in any and all media, including without limitation, UKG's advertising literature, marketing materials, websites, and lists of UKG's customers; however, such usage shall not be classified as an advertisement but only identification as an entity who receives the Service from UKG. For the avoidance of doubt, this section does not prohibit UKG from referencing Customer's name in a verbal format. 10.12 Notice. When either Party needs to provide notification or consent under this Agreement, those notices and consents must be in writing and considered delivered upon actual receipt. All notices to UKG must be sent to the following: UKGLegal©ukq.com with a copy to EVP Chief Legal Officer, UKG Inc., 900 Chelmsford Street, Lowell, MA 01851. All notices to Customer will be sent to the contact listed on the applicable Order. Notices sent elsewhere will not be considered effective under this Agreement. Any cure period required under this Agreement will begin on the date the notice is received. 10.13 eSignature. Each Party agrees that an eSignature (or a facsimile signature by the authorized representative) is evidence of acceptance of a valid and enforceable agreement. 10.14 No Third Party Beneficiaries. The provisions of this Agreement are for the sole benefit of the Parties and they will not be construed as conferring any rights on any third party nor are there any third party beneficiaries to this Agreement. 10.15 Titles and Headings. Titles and headings of sections of this Agreement are for convenience only and shall not affect the construction of any provision of this Agreement. 10.16 Relationship of the Parties. The Parties are independent contractors. Nothing in this Agreement shall be deemed to constitute a partnership or joint venture between the Parties or constitute any Party to be the agent of the other Party for any purpose. Page 519 10.17 Entire Agreement. This Agreement (and any information in referenced herein, including in an exhibit, schedule, attachment, annex, or at any URL) along with any corresponding Order, SOW, and Services Description constitute the entire agreement between the Parties pertaining to each Order. This Agreement supersedes all prior and contemporaneous representations, negotiations, and communications between the Parties relating to the Services and its subject matter. Customer acknowledges that it has not relied upon any such representations, negotiations, and communications, and waives any rights or claims arising from such representations, negotiations, and communications, including any claims for fraud or misrepresentation. This Agreement may only be amended in writing signed by each of the Parties. If Customer uses its own purchase order or similar document, any terms or conditions in such purchase order are null and void. In the event of a conflict between the provisions contained in this Agreement and those contained in an Order, SOW, or Services Description, the following order of precedence shall apply: (1) the Order, (2) this Agreement, (3) Services Description, and (4) the SOW. 11. Definitions 11.1 "Affiliates" means, as to UKG, those entities that are directly or indirectly controlled by UKG Inc.; and as to Customer, those Customer entities that directly or indirectly control, are controlled by, or are under common control with Customer. "Control" (in this context) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and operating policies of the entity in respect of which the determination is being made through the ownership of the majority of its voting or equity securities, contract, or otherwise. 11.2 "Applicable Law(s)" means all laws, codes, legislative acts, regulations, ordinances, administrative rules, rules of court, and court orders applicable to a Party's respective business. 11.3 "Claim(s)" means any and all notices, charges, claims, proceedings, actions, causes of action and suits. 11.4 "Customer Data" means all content, information, and data Customer inputs into the Subscription Services, including but not limited to Personal Information. 11.5 "Documentation" means the written specifications for the Subscription Services or other published online by UKG on its community pages accessible at https://www.ukg.com/support and https://library.ukg.com/, such as user manuals and administrator guides, as well as the Services Descriptions. 11.6 "DPA" means UKG's U.S. Data Processing Agreement located at https://www.ukg.com/us- dpa 11.6 "Order" means an order form, agreed by both Parties, which is subject to this Agreement or otherwise references this Agreement, setting out, among other things, the type and quantity of employees that may be managed in the Subscription Services, the term of the Page 520 Order, price and payment terms of the Services to be provided by UKG, and the fees to be paid by Customer. 11.7 "Party" or "Parties" means UKG or Customer, or both, as the context dictates. 11.8 "Personal Information" means Customer Data related to a Data Subject as defined under U.S Privacy Laws, including "personal information" as defined under the California Consumer Privacy Act ("CCPA") and any similar terms, such as "personally identifiable information". 11.9 "Professional Services" means the deployment, launch, configuration, implementation, integration, delivery, consulting, managed, and other similar services provided hereunder. 11.10 "Services" means the (a) Subscription Services; (b) Support Services; (c) Professional Services; (d) Training Services; and (e) other services or offerings as set forth in an Order. 11.11 "Services Description" means the supplemental terms applicable to a Subscription Service or other offerings located at http://www.ukg.com/services- descriptions. 11.12 "Statement of Work" or "SOW" means a document executed by both Parties, which is subject to this Agreement and the applicable Order or otherwise references this Agreement, detailing the scope of Professional Services or Training Services, the associated fees, and other applicable terms. 11.13 "Subscription Services" means those UKG software -as -a -service ("SaaS") applications set forth on the Order, including the UKG data accessible therein, and made available to Customer via a hosted multi -tenant environment to use on a subscription basis. 11.15 "Support Services" means support and maintenance services provided by UKG for the Subscription Services, as described in this Agreement. 11.16 "Training Services" means in person and virtual instructor -led training and courses, including online, on -demand, in -product, and on -site courses provided by UKG. 11.17"UKG" means UKG Kronos Systems, LLC., a Massachusetts limited liability company with its principal place of business at 900 Chelmsford Street, Lowell, MA 01851. Page 521 Supplemental Agreement to Contract # 24-6833 for Human Resource Systems and Related Products EXHIBIT C ACCORCO �® C D ��V�Z CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DDIYYYY) 12/01/2025 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER MARSH USA, LLC. 99 HIGH STREET BOSTON, MA 02110 Attn: Boston.Certrequest@marsh.com CN101980216-US-MA-GAWUP-25- CONTACT ? NAME' PHONE FAX (AIC No Ext): (AIC, No): E-MAIL ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC # INSURERA: Federal Insurance Company 20281 INSURED UKG Kronos Systems LLC 900 Chelmsford Street Lowell, MA 01851 INSURER B : Great Northern Insurance Company 20303 INSURER C : ACE American Insurance Company 22667 INSURER D : Arch Insurance Company 11150 INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER: NYC-011195840-16 REVISION NUMBER: 11 THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE I RED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR , leWITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES P. RI D HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY ' • S. �• INSR LTR TYPE OF INSURANCE ADDL INSD SUBR WVD POLICY NUMBER POLICY EF - IMM/DDIYY ' \ EXP ,/i •IYYYYI LIMITS A X COMMERCIAL GENERAL LIABILITY y 3606-40-33 ) g% 1 . . k<(C.? 12/01/ '0 �Yj�, �./ - /01/2026 EACH OCCURRENCE $ 1,000,000 CLAIMS -MADE X OCCUR DAMAGE TO RENTED PREMISES (Ea occurrence) $ 1,000,000 MED EXP (Any one person) $ 10,000 PERSONAL & ADV INJURY $ 1,000,000 GEN'L X AGGREGATE LIMIT APPLIES PRO JECT PER: LOC GENERAL AGGREGATE $ 2,000,000 PRODUCTS - COMP/OPAGG $ 2,000,000 $ B AUTOMOBILE X LIABILITY ANY AUTO OWNED SCHEDULED AUTOS NON -OWNED AUTOS ONLY y 7361-70-85025 ' ` ` \ C\ l���ggq 12/01/2026 COMBIacciNdent)ED SINGLE LIMIT (Ea $ 1,000,000 BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE (Per accident) $ $ A X UMBRELLA LIAB EXCESS LIAB X OCCUR CLAIMS -MADE Y4(Zsaca 41q ,w\� ` 12/01/2025 12/01/2026 EACH OCCURRENCE $ 10,000,000 AGGREGATE $ 10,000,000 DED X RETENT ON $ 10000 $ C WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANYPROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBEREXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below I Y` N1r'' . X STATUTE OTH- ER E.L. EACH ACCIDENT $ 1,000,000 E.L. DISEASE - EA EMPLOYEE $ 1,000,000 E.L. DISEASE - POLICY LIMIT $ 1,000,000 D A PROF LIAB / TECH E&O / CYBER COMMERCIAL PROPERTY NPL0067548-04 3606-40-33 12/01/2025 12/01/2025 12/01/2026 12/01/2026 Limit: ALL RISK 10,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) "RE: Source Code 98-99-059. The Certificate Holder is included as an Additional Insured on a Primary & Non -Contributory basis as respects General Liability coverage is on a primary and non contributory basis if required in a written contract with the Named Insured which has been executed prior to a loss/claim. Retro date: 10/01/1991" UKG's Auto policy does NOT have blanket Additional Insured status. However, the definition of who is an insured includes: Anyone liable for the conduct of an "insured" described above but only to the extent of that liability. So, if needed, the following statement can be made on a COI that the holder is named as - Al under Auto cover, in accordance to policy provisions. CERTIFICATE HOLDER CANCELLATION City of Miami 444 SW 2nd Ave 6th Floor Miami, FL 33130 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE i?-arza.! LLS7-•"0 -7 - ACORD 25 (2016/03) © 1988-2016 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD Supplemental Agreement to Contract # 24-6833 for Human Resource Systems and Related Products EXHIBIT C De Vito, Daniel From: Sent: To: Cc: Subject: Hello Danny, The COI is adequate. Thanks, Frank Gomez, PIAM, CPII Property & Casualty Manager City of Miami Risk Management 14 N.E. 1st Avenue 2nd Floor Miami, Florida 33132 (305) 416-174o Office (305) 416-176o Fax fg0MeZ@MiaMigov.com 'bC4 Gomez Jr., Francisco (Frank) Monday, December 1, 2025 12:25 PM De Vito, Daniel; Quevedo, Terry Aviles, Yesenia RE: PROCUREMENT INSURANCE REVIEW FOR UKG KRONOS SYSTEMS LLC "Serving, Enhancing, and Transforming our Community" From: De Vito, Daniel <DaDeVito@miamigov.com> Sent: Monday, December 1, 2025 12:17 PM To: Gomez Jr., Francisco (Frank) <FGomez@miamigov.com>; Quevedo, Terry <TQuevedo@miamigov.com> Cc: Aviles, Yesenia <YAviles@miamigov.com> Subject: PROCUREMENT INSURANCE REVIEW FOR UKG KRONOS SYSTEMS LLC 1 tal Agreement to Contract # 24-6833 for Human Resource Systems and Related Products EXHIBIT C Good afternoon team, Please review the insurance attached at your earliest convenience and advise if adequate according to insurance requirements contained therein. Thank you! Daniel De Vito Procurement Contracting Officer City of Miami Department of Procurement 444 SW 2nd Avenue, 6th Floor Miami, FL 33130 Office: (305) 416-1922 - Fax (305) 400-5075 Email: dadevito©miamigov.com Helpful Links: (<' For vendor registration click Here vV For current solicitations please Visit our Solicitation Page CNN Current contracts can be viewed by Visiting our Contract Datab For solicitations in the Cone of Silence please visit our Cone Slence Webpage v.) <Z? ccuti 64Q k .‘sf q; 4Ce 2 DIVISION OF CORPORATIONS Department of State ;rj��forg awatc)i of an official Irate o/ Florida svebsite / Division of Corporations / Search Records / Search by Entity Name / Detail by Entity Name Foreign Limited Liability Company UKG KRONOS SYSTEMS, LLC Filing Information Document Number FEI/EIN Number Date Filed State Status Principal Address 900 Chelmsford Street Lowell, MA01851-5114 Changed: 04/22/2025 Mailing Address 900 Chelmsford Street Lowell, MA01851-5114 M23000013184 04-2640942 10/12/2023 MA ACTIVE Changed: 04/22/2025 Registered Agent Name & Address UNITED AGENT GROUP INC. 801 US HIGHWAY 1 NORTH PALM BEACH, FL 33408 Name Changed: 11/13/2024 Address Changed: 11/13/2024 Authorized Person(s) Detail Name & Address Title MANAGER McCarron, Elizabeth 900 Chelmsford Street Lowell, MA01851-5114 Annual Reports Report Year Filed Date 2024 04/16/2024 2025 04/22/2025 Document Images 04/22/2025 --ANNUAL REPORT View image in PDF format 11/13/2024 -- Reg. Agent Change View image in PDF format 04/16/2024 --ANNUAL REPORT View image in PDF format 10/12/2023 -- Foreign Limited View image in PDF format Florida Department of State, Division of Corporations To: Pape 2 01.5 2023.1a-1206:52.21 CST I5rida �I partl�� ear t of'' oivisiott of Corporations roniL 12122023573 taate Note: Please print this page and use it as a cover stle.ct. Type the (RN audit Humber (shuwil below) at the top and button, of all pates or the document. 111111111111111 (((1-f231JUU357 )I 3}1I 111 m u ui H23000357591 J ^.ECG 11111111111 Noir: DC) NOT hit the REFRESH/RE-LOAD button nit your I)rrmscr from this page ()oinu co \Oil generate ano[her cover sheet. To: Fram: '*Enter c vs Division of Corporations Fax Number : (850)617-6383 Account Name ACCour,t Number ?bone Fax plumber C T CORPORATION SYSTEM : FCAO00800023 : (954)208-0845 : (614)573-3996 the email address for this business entity to be used for future annual report mailings. Enter only one email address please.** Email Address: corporateaffairs@ukg.corn Foreign Limited Liability Company UikC KUONOS SYSTEMS ITC Certificate of Status U l [Cer-tiiicrJ Copv [Page Count 04 rtitrIll died c Ilar,c st„ From: Da"id Thcmas To Pape 3 of 5 2023-10-1 2 06:53'21 CST 12122023573 From: David Thomas RVFOREIGN LIMITED LIABILITY COLII'A.' V FOR . I:'I'iiORI/. 1(11\ 'fO "I RANSA(:"1. Ill SI,\'I•:SS IN FLORIDA IA' CZ" )111'1J,•fAi.'7 Tr711f.SE:(.710:\''61.5.0:)2. 1.7.rH?/f),I.S7,4'i;'17,4 1711.2/•i)Ll.(AJ'I.1(; I.SN.iTh1fI17T L) I!}){f:(;1.1717? 11-4•)1t17(;,1' 11,1f!IFU1J,{N11f1) ('l).tll'.•NI'7t)7R4A,C.1(713 S1V'fNi1,VT7IF.S7:r7F()1=F.1.-W1 .4: 1 I.K(l Kranns Svacm:. LLt ?1.lnlc nl f'ur•1t;n 1 imIled 11;1iv1!h ('Inu,t idr "'T 1m11r111 ' ..I I ? .' '.1 I (-' tll narnr r'.tI .uI,I dc, cI, c1 .II:C::all; 114:11: AJh,I:d tUr Illy r'm p,I , w n,:n.. alua ,u.m_.• 1 ruucd I.t110rtt I •A1111.I1, ' 'I I �.. ,� I LI Ninssachusetts 1 0.4-2040 42 Ilunwhan,n 1mJu lilt E.i I+ of .act ;orerl;ss fml:wdlI2T IIr IS nr•.:?:Ilydd1 �! 1.1 nulllbn. II a;•pll:.d,1c: illl[)rl 11IiiJi 117.IJIe n. r1. n+,IC led hu5u¢s 11 F 2, da. II INIJ: IJ le11n11 JLIJl1 I rice tiru,us ( I j rwhl0 & IV] < I1.'"e15, 1 T ,...I:::u,a t4rlal!, 11 91)CI Clielmsord Street 900 t Ilelnt:;tnrd Street (1 .l •,cl • IR••-. „IPnai glAl� ,lice, 1k1.IO adll:..l LOvi.ell, I`'l. 0185 Lno.t:11. \IA 01851 7. \time and street address or Florida registered agent: 11'.O. iicl,; \O f' ,t.ee:}lahlel Oflke Address: C. T C Iirpn:.uion Sy'cpcl3l i 2I10 South (line Island !toad Plantation .13.124 Florida rC Iy 1%1},: liel I2eiistered agent's acceptance: ihrriirng been nil/net/as rc'i i.slered agent and to accept .service rtfpruress 1rrrr the uhur•e ,tared lirniie d /iuhilifs' crtrnpunl' at Mc place designated in this application, f hereby ur'rept the appointment us rl';,,ri,+tt're'd ur,'enf and agree to actin this capacity. !.further agree to crtrupl s' with the prrtl-i.sinn.s uf'al +ruiner+ relruil I! ter the proper and complete perfrrrnrrrnt'e of thy ditties, and ! urrd frrmifiur with aNtl accept the uhligatinru ro./My110,1.1110n a4 re !.Hertel agent, 13v_' y,C T t-nlil,irtttinl 'stem ( 44. 1 f•-•� '+ ftcp,tc<al Aicn1's lalelr1 c!..le1 I1Illie Ilene',:\ssisztilll SL'cretaiy To• Page: 4 of 5 2023-10.12 06:53:21 CST 12122023573 From: David Thomas 1i. Jr'oinitial indt:xtll$ purpc.scs, list rla nlc5, title ur capacity and addresses Jl the primary I11Ct11hers/111aa:IL. rs or persons authorized to rnanaL e (up to ;ix {fi} Title or Catr.Ieit%: \:rate and Address: Title to (:apacity: Name and Address: John Butler C:hrisu:pher Tenth TIN tanu.ier Name: R \Iana..r Ntunc: -y Ofnn c:Inluni(sld Street 9011 Chclrusti1rd Street INlenlher .Address: =Member Address: Lnaell. NIA 1i1S51 Lowell. NIA ili.4il =1 Authorized = Authorized Person Person J(hhcr =Other _(ether ..JOthcr- ],\ lanauer :;\lcnther ]Authorized Person ]t 11her :Address: ] Nlanaccr ]tilers bcr ],Authorized Person ] Other Vann: t idler :Address: (ether _ N 1:111;112er = N lember -:Authorized Person _ Other N torte: :Address: = tilcntbcr :\ulhoriird Peron — (tther Address: ](71her Important Notice: 1_ e an attachment to report more than six (61.1 he artachnlent will be imaged r;\r reporting purposes only, Null - indexed individual: rimy be added to the index %viten brine your Florida Department of State :\rinual Repots form. 9.:Attached is a certificate ofexistenee. no more than 90 days old. duly authenticated by the official having ctt tude of records in the jurisdiction under the I oxofc\hrch It is uraani/ed. (It. the certificate is in :I fcirei n language. a translation ;rfthe certificate under path oldie translator must be submitted) 10, This document iti e eeuteti in accordance with sectu>n 605,02113 (i ) lhl, Finrida Statutes. I in aware that any false information submitted in a document to the Department otS1atc constitutes a third deuce felony as provided for in s.517.1 i5. F.S. 1::hri:topher Todd To ,Pape 5 of 5 2023-10-12 06-53:21 CST 12122023573 From. David Thomas ('.riti/n/(Yrif)eft////: `1.z-tel/ • ( 5)0 /1?/// // 10/i/A k./ -•' •fT .C/30.37!ivz.. ( )...? 5)3) Francis Galvin Secretary oEtite Commiluv6ealLis October 10, 21123 To wilaM IT MAY CONCERN: licrebv certify that a certificate of oillanization °Ca Limited Liability Company kuas tiled in this ()nice hs- KRONOS SYSTEMS, in ack;ordance with tk provisions of :.\-las,..:1clitisetts (haplel 1 ii October 3. 21123. 1 further certify that said L.imiteci Liability Company has filed all annual reports L. L10 and paij all lees with respect to such tvports; that sit:.Li Limited Liability Company has not tiled a certificate ofeaneellation; that thero ac no proceedings presently pending under the Massachusetts General Laws Chapter I 5r5C. § 71) for Said Limited Liability Company's dissolution; and that said Limited Liability Company is in good standing NVilil ibis orrice, also cent Cy that the names or al] managers listed in the no recent fll 1 ni are: CHRISTOPHEIt TC.)1)1), .10IIN BUTI,FR 1 fu:ther certily. the names or all persons authori7ed to `...'NeCUlt2 :10C1111111tS 111:.:lj %Vial this office arid listed in the most recent 111 in are: CEIRIST()1"11.1ER 1O1)1)„.101-iN BUIL Elt The names gall persons authorized to act with respect to real property listed in the most recent liiinQ are: CHRISTOPHER TODD, JOHN BUTLER In tesrimonv orkvhicli. I have Great S4z..n1 of rile Commonwealdi on the date lit -sr: above written, Sccrotary or LID: (.1.'ornmonwcaith Secretary of the Commonwealth of Massachusetts William Francis Galvin Business Entity Summary ID Number: 001706857 Summary for: UKG KRONOS SYSTEMS, LLC Request certificate New search The exact name of the Domestic Limited Liability Company (LLC): UKG KRONOS SYSTEMS, LLC Converted from KRONOS INCORPORATED on 10-03-2023 Merged with KRONOS INTERNATIONAL MANAGEMENT LLC on 07-19-2024 Merged with TIME LINK INTERNATIONAL CORPORATION (Note: Entity is not registered in Massachusetts) on 03-31-2025 Entity type: Domestic Limited Liability Company (LLC) Identification Number: 001706857 Date of Organization in Massachusetts: 10-03-2023 Date of Revival: Last date certain: The location or address where the records are maintained (A PO box is not a valid location or address): Address: 900 CHELMSFORD STREET City or town, State, Zip code, Country: LOWELL, MA 01851 USA The name and address of the Resident Agent: Name: UNITED AGENT GROUP INC. Address: 150 ROYALL ST. SUITE #205 City or town, State, Zip code, Country: CANTON, MA 02021 USA The name and business address of each Manager: Title Individual name I MANAGER ELIZABETH MCCARRON 900 CHELMSFORD STREET LOWELL, MA 01851 USA USA MANAGER JESSICA SAVICA SOISSON 900 CHELMSFORD STREET LOWELL, MA 01851 USA USA In addition to the manager(s), be filed with the Corporations the name and business address Division: of the person(s) authorized to execute documents to Title Individua0 The name and business recordable instrument purporting address of the person(s) authorized to affect an interest in real to execute, acknowledge, deliver, and record any property: Title Individual name REAL PROPERTY ELIZABETH MCCARRON 900 CHELMSFORD ST. LOWELL, MA 01851 USA USA REAL PROPERTY JESSICA SOISSON 900 CHELMSFORD ST. LOWELL, MA 01851 USA USA Consent Confidential Data Merger Allowed Manufacturing View filings for this business entity: ALL FILINGS Annual Report Annual Report - Professional Articles of Entity Conversion Certificate of Amendment View filings Comments or notes associated with this business entity: New search UKG Kronos Systems, LLC 900 Chelmsford Street Lowell, MA 01851 ukg.com January 2, 2026 Certificate of Authority USG I hereby certify that I am the President of UKG Kronos Systems, LLC (the "Company") and that Fabrice Pajot, Senior Manager Order Processing, is authorized to execute contracts, contract amendments, sales order forms and quotes on behalf of the Company. Elizabeth McCarron President Olivera, Rosemary From: Gandarilla, Aimee Sent: Tuesday, September 1, 2026 8:16 AM To: Hannon, Todd Cc: Olivera, Rosemary; Brown, Sadie; Fossler, Thomas; Johnson, Antiwonesha; Ewan, Nicole Subject: Supplemental Agreement UKG Kronos Systems, LLC (Matter 25-3673) Attachments: Supplemental Agreement UKG Kronos Systems, LLC (Matter 25-3673).pdf Good morning Todd, Please find attached the fully executed copy of the agreement from DocuSign. This electronic copy shall be considered the original for your records. If you have any questions, please do not hesitate to contact me. Please close Matter 25-3673. Thank you, Aimee gawky-611a Procurement Assistant City of Miami Procurement Department 444 SW 2nd Avenue, 6th floor, Miami, FL 33130 P (305) 416-1906 F (305) 400-5073 E agandarilla@miamigov.com "Serving, Enhancing, and Transforming our Community" i