Loading...
HomeMy WebLinkAboutP-22-019 Kronos Incorporated A UKG Company.pdf CO,U County of Fresno INTERNAL SERVICES DEPARTMENT Facilities•Fleet•Graphics•Purchasing •Security•Technology p� 1s56�p ORES PROCUREMENT AGREEMENT Agreement Number P-22-019 January 12, 2022 Kronos Incorporated, A UKG Company 900 Chelmsford Street Lowell, Ma 01851 The County of Fresno (County) hereby contracts with Kronos Incorporated, A UKG Company (Contractor)to provide Telestaff software a scheduling module and support in accordance with the text of this agreement, Attachment"A" and Attachment"B" by this reference made a part hereof. TERM: This Agreement shall become effective retroactively on January 1, 2022 and shall remain in effect through December 31, 2024. MINIMUM ORDERS: Unless stated otherwise there shall be no minimum order quantity. The County reserves the right to increase or decrease orders or quantities. CONTRACTOR'S SERVICES: Contractor shall perform the services as described in Attachment"B" attached, at the rates set forth in Attachment"B". ORDERS: Orders will be placed on an as-needed basis by County of Fresno Sheriff Department under this contract. PRICES: Prices shall be firm for the Initial Term of the Agreement. MAXIMUM: In no event shall compensation paid for services performed and/or fees paid under this Agreement during the three-year term exceed Two Hundred Thousand Dollars ($200,000.00). ADDITIONAL ITEMS: The County reserves the right to request additional items to This Agreement as deemed necessary by both parties. Such additions shall be made may be modified only by a written amendment signed by both parties. DELIVERY: Deliveries are F.O.B. Shipping Point. All orders shall be delivered complete as specified. All orders placed before Agreement expiration shall be honored under theterms and conditions of this Agreement. 333 W.Pontiac Way,Clovis,CA 93612/(559)600-7110 The County of Fresno is an Equal Employment Opportunity Employer' PROCUREMENT AGREEMENT NUMBER: P-22-019 Page 2 Kronos Incorporated,A UKG Company January 12, 2022 INVOICING: An itemized invoice shall be sent to County of Fresno, Sheriff-Coroner's Office, at 2200 Fresno Street, Fresno, CA 93721,Attention: Business Office. Payment terms shall be Net 45 Days. PAYMENT TERMS: Payment by County shall be made net forty-five (45)days from the receipt of invoice. TERMINATION: A. Non-Allocation of Funds—The terms of this Agreement, and the services to be provided hereunder, are contingent on the approval of funds by the appropriating government agency. Should sufficient funds not be allocated, the services provided may be modified, or this Agreement terminated, at any time by giving Contractor thirty(30) days advance written notice. B.County shall have the right to terminate the support services in the event that Contractor is in breach of the support services warranty set forth in Section 9 of Attachment B, below and such breach is not cured within thirty (30) days after written notice specifying the nature of the breach. In the event of such termination, Contractor shall refund to County on a pro-rata basis those pre-paid annual support fees associated with the unused portion of the support term. Contractor reserves the right to terminate or suspend support service in the event the County is in default under this Agreement with Contractor and such default is not corrected within thirty (30) days after written notice. In addition, the support services will terminate and County must pay all charges due at the time of that termination in the event that County ceases to do business as a going concern or has its assets assigned by law. LAWS AND REGULATIONS: The Contractor shall comply with all laws, rules and regulations whether they be Federal, State or municipal, which may be applicable to Contractor's business. AUDITS AND RETENTION: Contractor shall maintain in good and legible condition all Order Form and invoices issued under this Agreement. Such records shall be complete and available to Fresno County, the State of California, the federalgovernment or their duly authorized representatives for the purpose of audit, examination, or copying during the term of the contract and for a period of at least three years following the termination of the Agreement. Such records must be retained in the manner described above until all pending matters are closed. LIABILITY: The Contractor agrees to indemnify, save and hold harmless, and at County's request defend the County, its officers, agents and employees from any and all claims for damage or other liability, including costs, expenses (including reasonable attorney's fees and costs), causes of action, claims or judgments resulting out of or in any way connected to actual or alleged infringement of United States or Canadian patents or copyrights asserted against County by virtue of County's use of the Software as delivered and maintained by Contractor, provided that: i) Contractor is given prompt written notice of any such claim and has control over the investigation, preparation, defense and settlement of such claim; and, ii) County reasonably cooperates with Contractor in connection with the foregoing and provides Contractor with all information in County's possession related to such claim and any further assistance as reasonably requested by Contractor. Contractor will have no obligation to indemnify County to the extent any such claim is based on the use of the Software with software or equipment not supplied by Contractor, unless such use is expressly permitted by Contractor. Should any or all of the Software as delivered and maintained by Contractor become, or in Contractor's reasonable opinion be likely to become, the subject of any such claim, Contractor may at its option: i) procure for County the right to continue to use the affected Software as contemplated hereunder; ii) replace or modify the affected Software to make its use non-infringing; or iii) should such options not be available at reasonable expense, terminate this Agreement with respect to the affected Software upon thirty (30)days prior written notice to County. In such event of termination, County shall be entitled to a pro-rata refund of all fees paid to Contractor for the affected Software, which refund shall be calculated using a five year straight-line depreciation commencing with the date of the relevant Order. Additionally, Contractor agrees to be liable for tangible property damage or personal injury caused by the negligence or willful misconduct of its employees. County's exclusive remedies and Contractor's sole liability for any Contractor breach of this Agreement are expressly stated herein. Except as provided in this Agreement, all other warranties, express or implied, including warranties of merchantability and fitness for a particular purpose are excluded. EXCEPT FOR CONTRACTOR'S INDEMNIFICATION OBLIGATIONS SET FORTH IN THIS AGREEMENT, IN NO EVENT SHALL CONTRACTOR'S OR ITS PARENTS', SUBSIDIARIES', AFFILIATES', OR THIRD PARTY LICENSOR'S LIABILITY TO COUNTY, HOWSOEVER CAUSED, EXCEED THE VALUE OF THE G:\PUBLIC\CONTRACTS& EXTRACTS\2022 CONTRACTS\P-22-019 KRONOS INCORPORATED A UKG COMPANY\P-22-019 KRONOS INCORPORATED, A UKG COMPANY.DOCX PROCUREMENT AGREEMENT NUMBER: P-22-019 Page 3 Kronos Incorporated,A UKG Company January 12, 2022 ORDER WHICH GIVES RISE TO THE CLAIM, AND IN NO EVENT WILL CONTRACTOR OR ITS PARENTS, SUBSIDIARIES AFFILIATES OR THIRD PARTY LICENSORS BE LIABLE FOR LOST PROFITS, LOST DATA OR ANY OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THIS AGREEMENT WHETHER SUCH CLAIM IS BASED ON WARRANTY, CONTRACT, TORT OR THE EXISTENCE, FURNISHING, FUNCTIONING OR CUSTOMER'S SPECIFIC USE OF, OR INABILITY TO SO USE, ANY EQUIPMENT, SOFTWARE OR SERVICES PROVIDED FOR IN THIS AGREEMENT. INSURANCE: Without limiting the COUNTY's right to obtain indemnification from CONTRACTOR or any third parties, CONTRACTOR, at its sole expense, shall maintain in full force and effect, the following insurance policies or a program of self-insurance, throughout the term of the Agreement: A. Commercial General Liability: Commercial General Liability Insurance with limits of not less than One Million Dollars ($1,000,000.00) per occurrence and an annual aggregate of Four Million Dollars ($4,000,000.00). This policy shall be issued on a per occurrence basis. County may require specific coverage including completed operations, product liability, contractual liability, Explosion-Col lapse- Underground, fire legal liability or any other liability insurance deemed necessary because of the nature of the contract. B. Automobile Liability: Comprehensive Automobile Liability Insurance with limits of not less than One Million Dollars ($1,000,000.00) per accident for bodily injury and for property damages. Coverage should include any auto used in connection with this Agreement. C. Professional Liability: If Contractor employs licensed professional staff, (e.g., Ph.D., R.N., L.C.S.W., M.F.C.C.) in providing services, Professional Liability Insurance with limits of not less than Two Million Dollars ($2,000,000.00) per occurrence, Two Million Dollars ($2,000,000.00)annual aggregate. D. Worker's Compensation: A policy of Worker's Compensation insurance as may be required by the California Labor Code. E. Technology Professional Liability: Technology professional liability(errors and omissions) insurance with limits of not less than Two Million Dollars ($2,000,000) per occurrence. Coverage must encompass all of CONTRACTOR's obligations under this Agreement, including but not limited to claims involving Cyber Risks. F. Cyber Liability: Cyber liability insurance with limits of not less than Two Million Dollars ($2,000,000) per occurrence. Coverage must include, but not be limited to, claims involving Cyber Risks. The cyber liability policy must be endorsed to cover damage to, alteration of, loss of, ordestruction of Personal Information stored on a computer system that is in the care, custody, or control of CONTRACTOR. G. Definition of Cyber Risks: "Cyber Risks" include but are not limited to (i) Security Breaches, which may include unauthorized Disclosure of Personal Information to an Unauthorized Third Party; (ii) breach of any of CONTRACTOR's obligations under Attachment"A"to this Agreement, "Data Security"; (iii) publication of content that results in infringement of intellectual property, including but not limited to infringement of copyright, trademark, and trade dress; (iv) including release of Personal Information that is stored on a computer system that is in the care, customer or control of CONTRACTOR; (v)theft of Personal Information that is stored on a computer system that is in the care, customer or control of CONTRACTOR; (vi) damage to or destruction or alteration of Personal Information that is stored on a computer system that is in the care, customer or control of CONTRACTOR; (vii)extortion related to CONTRACTOR's obligations under this Agreement regarding electronic information, including Personal Information; (viii) network security; (ix)data breach response costs, including Security Breach response costs; (x) regulatory fines and penalties related to CONTRACTOR's obligations under this Agreement regarding electronic information, including Personal Information; and (xi)credit monitoring expenses. Capitalized terms in thisparagraph have the meaning given to them in Attachment A, "Data Security." Additional Requirements Relating to Insurance: Contractor shall obtain endorsements to the Commercial General Liability insurance naming the County of Fresno, its officers, agents, and employees, individually and collectively, as additional insured, but only insofar as the operations under this Agreement are concerned. Such coverage for additional insured shall apply as primary insurance and any other insurance, or self-insurance, maintained by County, its officers, G:\PUBLIC\CONTRACTS& EXTRACTS\2022 CONTRACTS\P-22-019 KRONOS INCORPORATED A UKG COMPANY\P-22-019 KRONOS INCORPORATED, A UKG COMPANY.DOCX PROCUREMENT AGREEMENT NUMBER: P-22-019 Page 4 Kronos Incorporated,A UKG Company January 12, 2022 agents and employees shall be excess only and not contributing with insurance provided under Contractor's policies herein, but only with respect to Contractor's sole negligence. This insurance shall not be cancelled or changed without a minimum of thirty (30)days advance written notice given to County. Contractor hereby waives its right to recover from County, its officers, agents, and employees any amounts paid by the policy of worker's compensation insurance required by this Agreement. Contractor is solely responsible to obtain any endorsement to such policy that may be necessary to accomplish such waiver of subrogation, but Contractor's waiver of subrogation under this paragraph is effective whether or not Contractor obtains such an endorsement. Within Thirty(30)days from the date Contractor signs and executes this Agreement, Contractor shall provide certificates of insurance as stated above for all of the foregoing policies, as required herein, to the County of Fresno, Sheriff Department at shcriff.payables e fresnosheriff.org, stating that such insurance coverage have been obtained and are in full force; that the County of Fresno, its officers, agents and employees will not be responsible for any premiums on the policies; that such Commercial General Liability insurance names the County of Fresno, its officers, agents and employees, individually and collectively, as additional insured, but only insofar as the operations under this Agreement are concerned; that such coverage for additional insured shall apply as primary insurance and any other insurance, or self- insurance, maintained by County, its officers, agents and employees, shall be excess only and not contributing with insurance provided under Contractor's policies herein; and that this insurance shall not be cancelled or changed without a minimum of thirty (30)days advance, written notice given to County.The Additional Insured, Primary and Non- Contributory, and Waiver of Subrogation status required above, can be achieved with the use of Blanket— "as required by contract or agreement" endorsements. Certificates of Insurance are to include the contract number at the top of the first page. In the event Contractor fails to keep in effect at all times insurance coverage as herein provided, the County may, in addition to other remedies it may have, terminate this Agreement upon the occurrence ofsuch event. All policies shall be with admitted insurers licensed to do business in the State of California. Insurance purchased shall be purchased from companies possessing a current A.M. Best, Inc. rating of A- FSC VII or better. COMING ON COUNTY PROPERTY TO DO WORK: Contractor agrees to provide maintain and furnish proof of Comprehensive General Liability Insurance with limits of not less than $500,000 per occurrence. INDEPENDENT CONTRACTOR: In performance of the work, duties and obligations assumed by Contractor under this Agreement, it is mutually understood and agreed that Contractor, including any and all of Contractor's officers, agents, and employees will at all times be acting and performing as an independent contractor, and shall act in an independent capacity and not as an officer, agent, servant, employee,joint venturer, partner, or associate of the County. Furthermore, County shall have no right to control or supervise or direct the manner or method by which Contractor shall perform its work and function. However, County shall retain the right to administer this Agreement so as to verify that Contractor is performing its obligations in accordance with the terms and conditions thereof. Contractor and County shall comply with all applicable provisions of law and the rules and regulations, if any, of governmental authorities having jurisdiction over matters the subject thereof. Because of its status as an independent contractor, Contractor shall have absolutely no right to employment rights and benefits available to County employees. Contractor shall be solely liable and responsible for providing to, or on behalf of, its employees all legally-required employee benefits. In addition, Contractor shall be solely responsible and save County harmless from all matters relating to payment of Contractor's employees, including compliance with Social Security, withholding, and all other regulations governing such matters. It is acknowledged that during the term of this Agreement, Contractor may be providing services to others unrelated to the County or to this Agreement. NON-ASSIGNMENT: Neither party shall assign, transfer or sub-contract this Agreement nor their rights or duties under this Agreement without the written consent of the other party, provided that no consent will be required for either Party to assign this Agreement in whole (but not in part)to an affiliate or as a result of a sale of substantially all of the assigning Party's outstanding equity or substantially all of the assigning Party's assets to which this Agreement relates, provided that (a) such proposed assignee agrees in writing to be G:\PUBLIC\CONTRACTS& EXTRACTS\2022 CONTRACTS\P-22-019 KRONOS INCORPORATED A UKG COMPANY\P-22-019 KRONOS INCORPORATED, A UKG COMPANY.DOCX PROCUREMENT AGREEMENT NUMBER: P-22-019 Page 5 Kronos Incorporated,A UKG Company January 12, 2022 bound by the terms and conditions of this Agreement, (b) County provides written notice of assignment to Contractor, (c)all fees and obligations due from County to Contractor hereunder, have been met, and (d) such assignment is not to a Contractor competitor. AMENDMENTS: This Agreement constitutes the entire Agreement between the Contractor and the County with respect to the subject matter hereof and supersedes all previous negotiations, proposals, commitments, writings, advertisements, publications, Request for Proposals, Bids and understandings of any nature whatsoever unless expressly included in this Agreement. To the extent of a conflict between the terms this Agreement and a Contractor's invoice, this Agreement supersedes any and all terms setforth in Contractor's invoice. This Agreement may be amended only by written addendum signed by both parties. INCONSISTENCIES: In the event of any inconsistency in interpreting the documents which constitute this Agreement, the inconsistency shall be resolved by giving precedence in the following order of priority: (1)the text of this Agreement(excluding Attachment"A" and Attachment"B") (2)Attachment"A"; (3)Attachment «B„ GOVERNING LAWS: This Agreement shall be construed, interpreted and enforced under the laws of the State of California. Venue for any action shall only be in County of Fresno. ELECTRONIC SIGNATURES: The parties agree that this Agreement may be executed by electronic signature as provided in this section. A. An "electronic signature" means any symbol or process intended by an individual signing this Agreement to represent their signature, including but not limited to (1) a digital signature; (2)a faxed version of an original handwritten signature; or(3)an electronically scanned and transmitted (for example by PDF document) of a handwritten signature. B. Each electronic signature affixed or attached to this Agreement(1) is deemed equivalent to a valid original handwritten signature of the person signing this Agreement for all purposes, including but not limited to evidentiary proof in any administrative or judicial proceeding, and (2) has the same force and effect as the valid original handwritten signature of that person. C. The provisions of this section satisfy the requirements of Civil Code section 1633.5, subdivision (b), in the Uniform Electronic Transaction Act(Civil Code, Division 3, Part 2, Title 2.5, beginning with section 1633.1). D. Each party using a digital signature represents that it has undertaken and satisfied the requirements of Government Code section 16.5, subdivision (a), paragraphs (1)through (5), and agrees that each other party may rely upon that representation. Use, duplication, or disclosure by the United States Government is subject to restrictions as set forth in subparagraph (c) (1) (ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227- 7013, or subparagraph (c)(1)(2) of the Commercial Computer Software Restricted Rights clause at FAR 52.227-19, as applicable. Manufacturer/distributor is Kronos Incorporated, 900 Chelmsford Street, Lowell, MA. G:\PUBLIC\CONTRACTS& EXTRACTS\2022 CONTRACTS\P-22-019 KRONOS INCORPORATED A UKG COMPANY\P-22-019 KRONOS INCORPORATED, A UKG COMPANY.DOCX PROCUREMENT AGREEMENT NUMBER: P-22-019 Page 6 Kronos Incorporated,A UKG Company January 12, 2022 This Agreement is not conditioned upon the parties conducting the transactions under it by electronic means and either party may sign this Agreement with an original handwritten signature. Please acknowledge your acceptance by returning all pages of this Agreement to my office via email or USPS. Please refer any inquiries in this matter to Erin Jones, Purchasing Analyst, at 559-600-7120 or ejones@fresnocountyca.gov FOR THE COUNTY OF FRESNO Gary �^�r U e I I e Digitally signed by Gary Cornuelle l• Date:2022.10.04 13:12:53-07'00' Gary E. Cornuelle Purchasing Manager 333 W. Pontiac Way Clovis, CA 93612 GEC:EJ G:\PUBLIC\CONTRACTS& EXTRACTS\2022 CONTRACTS\P-22-019 KRONOS INCORPORATED A UKG COMPANY\P-22-019 KRONOS INCORPORATED, A UKG COMPANY.DOCX PROCUREMENT AGREEMENT NUMBER: P-22-019 Page 7 Kronos Incorporated,A UKG Company January 12, 2022 CONTRACTOR TO COMPLETE: Company: Kronos Incorporated, a UKG Company Type of Entity: Q Individual ❑ Limited Liability Company Q Sole Proprietorship ❑ Limited Liability Partnership Corporation ❑ General Partnership 900 Chelmsford Street Lowell MA 01851 Address City State Zip 978-250-9800 978-367-5900 TELEPHONE NUMBER FAX NUMBER E-MAIL ADDRESS Print Name & John Butler Vice President John Butler Treasurer Title: Print Name&Title: Signature: CA,- `StA—AIA— Signature: ACCOUNTING USE ONLY ORG No.: 31112425 Account No.: 7311 Requisition No.: 31111227162 (09/2021) G:\PUBLIC\CONTRACTS& EXTRACTS\2022 CONTRACTS\P-22-019 KRONOS INCORPORATED A UKG COMPANY\P-22-019 KRONOS INCORPORATED, A UKG COMPANY.DOCX PROCUREMENT AGREEMENT NUMBER: P-22-019 Attachment A Kronos Incorporated,A UKG Company January 12, 2022 A TTA CHMENT "A " "Data Security' This Attachment "A" will apply to Support Services and Professional Services, only. A. Definitions. Capitalized terms used in this Attachment "A" have the meanings set forth in this section A. "Authorized Employees" means CONTRACTOR's employees who have access to Personal Information. "Authorized Persons" means: (i) any and all Authorized Employees; and (ii) any and all of CONTRACTOR's subcontractors, representatives, agents, outsourcers, and consultants, and providers of professional services to CONTRACTOR, who have access to Personal Information and are bound by law or in writing by confidentiality obligations sufficient to protect Personal Information in accordance with the terms of this Attachment "A". "Director" means COUNTY's Director of Internal Services-Chief Information Officer or his or her designee. "Disclose" or any derivative of that word means to disclose, release, transfer, disseminate, or otherwise provide access to or communicate all or any part of any Personal Information orally, in writing, or by electronic or any other means to any person. "Person" means any natural person, corporation, partnership, limited liability company, firm, or association. "Personal Information" means any and all information, including any data, provided, or to which access is provided, to CONTRACTOR by or upon the authorization of COUNTY, under this Agreement, including but not limited to vital records, that: (i) identifies, describes, or relates to, or is associated with, or is capable of being used to identify, describe, or relate to, or associate with, a person (including, without limitation, names, physical descriptions, signatures, addresses, telephone numbers, e-mail addresses, education, financial matters, employment history, and other unique identifiers, as well as statements made by or attributable to the person); (ii) is used or is capable of being used to authenticate a person (including, without limitation, employee identification numbers, government-issued identification numbers, passwords or personal identification numbers (PINs), financial account numbers, credit report information, answers to security questions, and other personal identifiers); or is personal information within the meaning of California Civil Code section 1798.3, subdivision (a), or 1798.80, subdivision (e). Personal Information does not include publicly available information that is lawfully made available to the general public from federal, state, or local government records. "Privacy Practices Complaint" means a complaint received by COUNTY relating to CONTRACTOR's (or any Authorized Person's) privacy practices, or alleging a Security Breach. Such complaint shall have sufficient detail to enable CONTRACTOR to promptly investigate and take remedial action under this Attachment "A". "Security Safeguards" means physical, technical, administrative or organizational security procedures and practices put in place by CONTRACTOR (or any Authorized Persons) that relate to the protection of the security, confidentiality, value, or integrity of Personal Information. Security Safeguards shall satisfy the minimal requirements set forth in subsection C.(5) of this Attachment "A". "Security Breach" means (i) any act or omission that compromises either the security, confidentiality, value, or integrity of any Personal Information or the Security Safeguards, or (ii) any unauthorized Use, Disclosure, or modification of, or any loss or destruction of, or any corruption of or damage to, any Personal Information. G:\PUBLIC\CONTRACTS& EXTRACTS\2022 CONTRACTS\P-22-019 KRONOS INCORPORATED A UKG COMPANY\P-22-019 KRONOS INCORPORATED, A UKG COMPANY.DOCX PROCUREMENT AGREEMENT NUMBER: P-22-019 Attachment A Kronos Incorporated,A UKG Company January 12, 2022 "Use" or any derivative thereof means to receive, acquire, collect, apply, manipulate, employ, process, transmit, disseminate, access, store, disclose, or dispose of Personal Information. B. Standard of Care. (1) CONTRACTOR acknowledges that, in the course of its engagement by COUNTY under this Agreement, CONTRACTOR, or any Authorized Persons, may Use Personal Information only as permitted in this Agreement. (2) CONTRACTOR acknowledges that Personal Information is deemed to be confidential information of, or owned by, COUNTY (or persons from whom COUNTY receives or has received Personal Information) and is not confidential information of, or owned or by, CONTRACTOR, or any Authorized Persons. CONTRACTOR further acknowledges that all right, title, and interest in or to the Personal Information remains in COUNTY (or persons from whom COUNTY receives or has received Personal Information) regardless of CONTRACTOR's, or any Authorized Person's, Use of that Personal Information. (3) CONTRACTOR agrees and covenants in favor of COUNTY that CONTRACTOR shall: (i) keep and maintain all Personal Information in strict confidence, using such degree of care under this Subsection B as is reasonable and appropriate to avoid a Security Breach; (ii) Use Personal Information exclusively for the purposes for which the Personal Information is made accessible to CONTRACTOR pursuant to the terms of this Attachment "A"; (iii) not Use, Disclose, sell, rent, license, or otherwise make available Personal Information for CONTRACTOR's own purposes or for the benefit of anyone other than COUNTY, without COUNTY's express prior written consent, which the COUNTY may give or withhold in its sole and absolute discretion; and (iv) not, directly or indirectly, Disclose Personal Information to any person (an "Unauthorized Third Party") other than Authorized Persons pursuant to this Agreement, without the Director's and the Recorder's express prior written consent. Notwithstanding the foregoing paragraph, in any case in which CONTRACTOR believes it, or any Authorized Person, is required to disclose Personal Information to government regulatory authorities, or pursuant to a legal proceeding, or otherwise as may be required by applicable law, Contractor shall (a) immediately notify COUNTY of the specific demand for, and legal authority for the disclosure, including providing County with a copy of any notice, discovery demand, subpoena, or order, as applicable, received by CONTRACTOR, or any Authorized Person, from any government regulatory authorities, or in relation to any legal proceeding, and (b) promptly notify COUNTY before such Personal Information is offered by CONTRACTOR for such disclosure so that COUNTY may have sufficient time to obtain a court order or take any other action COUNTY may deem necessary to protect the Personal Information from such disclosure, and CONTRACTOR shall cooperate with COUNTY to minimize the scope of such disclosure of such Personal Information. CONTRACTOR shall remain liable to COUNTY for the actions and omissions of any Unauthorized Third Party concerning its Use of such Personal Information as if they were CONTRACTOR's own actions and omissions. C. Information Security. (1) CONTRACTOR covenants, represents and warrants to COUNTY that Contractor's Use of Personal Information under this Agreement does and shall at all times comply with all applicable federal, state, and local, privacy and data protection laws, as well as all other applicable regulations and directives, including but not limited to California Civil Code, Division 3, Part 4, Title 1.81 (beginning with section 1798.80), and the Song-Beverly Credit Card Act of 1971 (California Civil Code, Division 3, Part 4, Title 1.3, beginning with section 1747). If CONTRACTOR Uses credit, debit or other payment cardholder information, CONTRACTOR shall at all times remain in compliance with the Payment Card Industry Data Security Standard ("PCI DSS") requirements, including remaining aware at all times of changes to the PCI DSS G:\PUBLIC\CONTRACTS& DcrRACTS\2022 CONTRACTS\P-22-019 KRONOS INCORPORATED A UKG COMPANY\P-22-019 KRONOS INCORPORATED, A UKG COMPANY.DOCX PROCUREMENT AGREEMENT NUMBER: P-22-019 Attachment A Kronos Incorporated,A UKG Company January 12, 2022 and promptly implementing and maintaining all procedures and practices as may be necessary to remain in compliance with the PCI DSS, in each case, at CONTRACTOR's sole cost and expense. (2) CONTRACTOR covenants, represents and warrants to COUNTY that, as of the Effective Date, CONTRACTOR has not received notice of any violation of any privacy or data protection laws, as well as any other applicable regulations or directives, and is not the subject of any pending legal action or investigation by, any government regulatory authority regarding same. (3) Without limiting CONTRACTOR's obligations under subsection C.(1) of this Attachment "A", CONTRACTOR's (or Authorized Person's) Security Safeguards shall be no less rigorous than accepted industry practices and, at a minimum, include the following: (i) limiting Use of Personal Information strictly to CONTRACTOR's and Authorized Persons' technical and administrative personnel who are necessary for the CONTRACTOR's, or Authorized Persons', Use of the Personal Information pursuant to this Agreement; (ii) ensuring that all of CONTRACTOR's connectivity to County computing systems will only be through COUNTY's security gateways and firewalls, and only through security procedures approved upon the express prior written consent of the Director; (iii) to the extent that they contain or provide access to Personal Information, (a) securing business facilities, data centers, paper files, servers, back-up systems and computing equipment, operating systems, and software applications, including, but not limited to, all mobile devices and other equipment, operating systems, and software applications with information storage capability; (b) employing adequate controls and data security measures, both internally and externally, to protect (1) the Personal Information from potential loss or misappropriation, or unauthorized Use, and (2) the COUNTY's operations from disruption and abuse; (c) having and maintaining network, device application, database and platform security; (d) maintaining authentication and access controls within media, computing equipment, operating systems, and software applications; and (e) installing and maintaining in all mobile, wireless, or handheld devices a secure internet connection, having continuously updated anti-virus software protection and a remote wipe feature always enabled, all of which is subject to express prior written consent of the Director; (iv) encrypting all Personal Information at advance encryption standards of Advanced Encryption Standards (AES) of 128 bit or higher (a) stored on any mobile devices, including but not limited to hard disks, portable storage devices, or remote installation, or (b) transmitted over public or wireless networks (the encrypted Personal Information must be subject to password or pass phrase, and be stored on a secure server and transferred by means of a Virtual Private Network (VPN) connection, or another type of secure connection, all of which is subject to express prior written consent of the Director); (v) strictly segregating Personal Information from all other information of CONTRACTOR, including any Authorized Person, or anyone with whom CONTRACTOR or any Authorized Person deals so that Personal Information is not commingled with any other types of information; (vi) having a patch management process including installation of all operating system/software vendor security patches; (vii) maintaining appropriate personnel security and integrity procedures and practices, including, but not limited to, conducting background checks of Authorized Employees consistent with applicable law; and (viii) providing appropriate privacy and information security training to Authorized Employees. (4) During the term of each Authorized Employee's employment by CONTRACTOR, CONTRACTOR shall cause such Authorized Employees to abide strictly by CONTRACTOR's obligations under this Attachment "A". CONTRACTOR further agrees that it shall maintain a disciplinary process to address any unauthorized Use of Personal Information by any Authorized Employees. (5) CONTRACTOR shall, in a secure manner, backup daily, or more frequently if it is CONTRACTOR's practice to do so more frequently, Personal Information received from COUNTY, and the COUNTY shall have immediate, real time access, at all times, to such G:\PUBLIC\CONTRACTS& EXTRACTS\2022 CONTRACTS\P-22-019 KRONOS INCORPORATED A UKG COMPANY\P-22-019 KRONOS INCORPORATED, A UKG COMPANY.DOCX PROCUREMENT AGREEMENT NUMBER: P-22-019 Attachment A Kronos Incorporated,A UKG Company January 12, 2022 backups via a secure, remote access connection provided by CONTRACTOR, through the Internet. (6) CONTRACTOR shall provide COUNTY with the name and contact information for each Authorized Employee (including such Authorized Employee's work shift, and at least one alternate Authorized Employee for each Authorized Employee during such work shift) who shall serve as COUNTY's primary security contact with CONTRACTOR and shall be available to assist COUNTY twenty-four (24) hours per day, seven (7) days per week as a contact in resolving CONTRACTOR's and any Authorized Persons' obligations associated with a Security Breach or a Privacy Practices Complaint. D. Security Breach Procedures. (1) Immediately upon CONTRACTOR's awareness or reasonable belief of a Security Breach, CONTRACTOR shall (a) notify the Director of the Security Breach, such notice to be given first by telephone at the following telephone number, followed promptly by email at the following email address: (559) 600-6200 / ematthews@fresnocountyca.gov (which telephone number and email address COUNTY may update by providing notice to CONTRACTOR), and (b) preserve all relevant evidence (and cause any affected Authorized Person to preserve all relevant evidence) relating to the Security Breach. The notification shall include, to the extent reasonably possible, the identification of each type and the extent of Personal Information that has been, or is reasonably believed to have been, breached, including but not limited to, compromised, or subjected to unauthorized Use, Disclosure, or modification, or any loss or destruction, corruption, or damage. (2) Immediately following CONTRACTOR's notification to COUNTY of a Security Breach, as provided pursuant to subsection D.(1) of this Attachment"A", the Parties shall coordinate with each other to investigate the Security Breach. CONTRACTOR agrees to fully cooperate with COUNTY, including, without limitation: (i) assisting COUNTY in conducting any investigation; (ii) providing COUNTY with physical access to the facilities and operations affected; (iii) facilitating interviews with Authorized Persons and any of CONTRACTOR's other employees knowledgeable of the matter; and (iv) making available all relevant records, logs, files, data reporting and other materials required to comply with applicable law, regulation, industry standards, or as otherwise reasonably required by COUNTY. To that end, CONTRACTOR shall, with respect to a Security Breach, be solely responsible, at its cost, for all notifications required by law and regulation, or deemed reasonably necessary by COUNTY, and CONTRACTOR shall provide a written report of the investigation and reporting required to the Director within thirty (30) days after the CONTRACTOR's discovery of the Security Breach. (3) County shall promptly notify CONTRACTOR of the Director's knowledge, or reasonable belief, of any Privacy Practices Complaint, and upon CONTRACTOR's receipt of notification thereof, CONTRACTOR shall promptly address such Privacy Practices Complaint, including taking any corrective action under this Attachment "A", all at CONTRACTOR's sole expense, in accordance with applicable privacy rights, laws, regulations and standards. In the event CONTRACTOR discovers a Security Breach, CONTRACTOR shall treat the Privacy Practices Complaint as a Security Breach. Within twenty-four (24) hours of CONTRACTOR's receipt of notification of such Privacy Practices Complaint, CONTRACTOR shall notify COUNTY whether the matter is a Security Breach, or otherwise has been corrected and the manner of correction, or determined not to require corrective action and the reason therefor. (4) CONTRACTOR shall take prompt corrective action to respond to and remedy any Security Breach and take mitigating actions, including but not limiting to, preventing any reoccurrence of the Security Breach and correcting any deficiency in Security Safeguards as a result of such incident, all at CONTRACTOR's sole expense, in accordance with applicable privacy rights, laws, regulations and standards. CONTRACTOR shall reimburse COUNTY for all reasonable costs incurred by COUNTY in responding to, and mitigating damages caused by, any Security G:\PUBLIC\CONTRACTS& DcrRACTS\2022 CONTRACTS\P-22-019 KRONOS INCORPORATED A UKG COMPANY\P-22-019 KRONOS INCORPORATED, A UKG COMPANY.DOCX PROCUREMENT AGREEMENT NUMBER: P-22-019 Attachment A Kronos Incorporated,A UKG Company January 12, 2022 Breach, including all costs of COUNTY incurred relation to any litigation or other action described subsection D.(5) of this Attachment "A". (5) CONTRACTOR agrees to cooperate, at its sole expense, with COUNTY in any litigation or other action to protect COUNTY's rights relating to Personal Information, including the rights of persons from whom COUNTY receives Personal Information. E. Oversight of Security Compliance. (1) CONTRACTOR shall have and maintain a written information security policy that specifies Security Safeguards appropriate to the size and complexity of CONTRACTOR's operations and the nature and scope of its activities. (2) Upon COUNTY's written request, to confirm CONTRACTOR's compliance with this Attachment "A", as well as any applicable laws, regulations and industry standards, CONTRACTOR grants COUNTY or, upon COUNTY's election, a third party on COUNTY's behalf, permission to perform an assessment, audit, examination or review of all controls in CONTRACTOR's physical and technical environment in relation to all Personal Information that is Used by CONTRACTOR pursuant to this Agreement. CONTRACTOR shall fully cooperate with such assessment, audit or examination, as applicable, by providing COUNTY or the third party on COUNTY's behalf, access to all Authorized Employees and other knowledgeable personnel, physical premises, documentation, infrastructure and application software that is Used by CONTRACTOR for Personal Information pursuant to this Agreement. In addition, CONTRACTOR shall provide COUNTY with the results of any audit by or on behalf of CONTRACTOR that assesses the effectiveness of CONTRACTOR's information security program as relevant to the security and confidentiality of Personal Information Used by CONTRACTOR or Authorized Persons during the course of this Agreement under this Attachment"A". (3) CONTRACTOR shall ensure that all Authorized Persons who Use Personal Information agree to the same restrictions and conditions in this Attachment "A". that apply to CONTRACTOR with respect to such Personal Information by incorporating the relevant provisions of these provisions into a valid and binding written agreement between CONTRACTOR and such Authorized Persons, or amending any written agreements to provide same. F. Return or Destruction of Personal Information. Upon the termination of this Agreement, CONTRACTOR shall, and shall instruct all Authorized Persons to, promptly return to COUNTY all Personal Information, whether in written, electronic or other form or media, in its possession or the possession of such Authorized Persons, in a machine readable form used by COUNTY at the time of such return, or upon the express prior written consent of the Recorder and the Director, securely destroy all such Personal Information, and certify in writing to the COUNTY that such Personal Information have been returned to COUNTY or disposed of securely, as applicable. If CONTRACTOR is authorized to dispose of any such Personal Information, as provided in this Attachment "A", such certification shall state the date, time, and manner (including standard) of disposal and by whom, specifying the title of the individual. CONTRACTOR shall comply with all reasonable directions provided by the Recorder and the Director with respect to the return or disposal of Personal Information and copies thereof. If return or disposal of such Personal Information or copies of Personal Information is not feasible, CONTRACTOR shall notify COUNTY according, specifying the reason, and continue to extend the protections of this Attachment "A" to all such Personal Information and copies of Personal Information. CONTRACTOR shall not retain any copy of any Personal Information after returning or disposing of Personal Information as required by this section F. CONTRACTOR's obligations under this section F survive the termination of this Agreement and apply to all Personal Information that CONTRACTOR retains if return or disposal is not feasible and to all Personal Information that CONTRACTOR may later discover. G:\PUBLIC\CONTRACTS& EXTRACTS\2022 CONTRACTS\P-22-019 KRONOS INCORPORATED A UKG COMPANY\P-22-019 KRONOS INCORPORATED, A UKG COMPANY.DOCX PROCUREMENT AGREEMENT NUMBER: P-22-019 Attachment A Kronos Incorporated,A UKG Company January 12, 2022 G. Equitable Relief. CONTRACTOR acknowledges that any breach of its covenants or obligations set forth in this Attachment "A" may cause COUNTY irreparable harm for which monetary damages would not be adequate compensation and agrees that, in the event of such breach or threatened breach, COUNTY is entitled to seek equitable relief, including a restraining order, injunctive relief, specific performance and any other relief that may be available from any court, in addition to any other remedy to which COUNTY may be entitled at law or in equity. Such remedies shall not be deemed to be exclusive but shall be in addition to all other remedies available to COUNTY at law or in equity or under this Agreement. H. Indemnification. INTENTIONALLY OMITTED I. Survival. The respective rights and obligations of CONTRACTOR and COUNTY as stated in this Attachment "A" shall survive the termination of this Agreement. J. No Third Party Beneficiary. Nothing express or implied in the provisions of in this Attachment "A" is intended to confer, nor shall anything herein confer, upon any person other than COUNTY or CONTRACTOR and their respective successors or assignees, any rights, remedies, obligations or liabilities whatsoever. L. No County Warranty. COUNTY does not make any warranty or representation whether any Personal Information in CONTRACTOR's (or any Authorized Person's) possession or control, or Use by CONTRACTOR (or any Authorized Person), pursuant to the terms of this Agreement is or will be secure from unauthorized Use, or a Security Breach or Privacy Practices Complaint. G:\PUBLIC\CONTRACTS& DcrRACTS\2022 CONTRACTS\P-22-019 KRONOS INCORPORATED A UKG COMPANY\P-22-019 KRONOS INCORPORATED, A UKG COMPANY.DOCX PROCUREMENT AGREEMENT NUMBER: P-22-019 Attachment B Kronos Incorporated,A UKG Company January 12, 2022 ATTACHMENT "B" Scone of Work i. OBLIGATIONS OF CONTRACTOR A. CONTRACTOR shall provide Platinum Support Service for the UKG TeleStaff Software that COUNTY currently is licensed to use (i.e., for the 1,325 licenses to UKG TeleStaff Enterprise v7, UKG TeleStaff Global Access v7 and UKG TeleStaff Contact Manager v7; and the one license to UKG TeleStaff Gateway Manager v7 COUNTY previously obtained); and 2. SUPPORT SERVICES Platinum Support Services for Software described in Section 1.A., above, shall commence on January 1, 2022, and shall continue for an initial term of one (1) year through December 31, 2022. Platinum Support Services for the Software described in Section 1.A., shall automatically renew for two (2) additional one-year terms through and including December 31, 2024. Platinum Support Services for all additional Software licenses purchased under this Agreement shall commence on the Software Delivery Date and shall continue for an initial term of one (1) year. The Software Delivery Date is defined as the date the licenses are received. Platinum Support Services for all additional licenses shall be pro-rated to automatically renew on the same date as the then-current renewal. Platinum Support Services shall include: (a) Updates for the Software (not including any Software for which CONTRACTOR charges a separate license fee), provided that COUNTY's operating system and equipment meet minimum system configuration requirements, as reasonably determined by CONTRACTOR. (b) Telephone and/or electronic access to the Kronos Global Support Center for the logging of requests for service during the Service Coverage Period. The Service Coverage Period for Platinum Support services is 24 hours a day, seven days a week, 365 days per year. (c) Web-based support including access to Software documentation, FAA's, access to Kronos knowledge base, Customer forums, and a-case management. Such offerings are subject to modification by CONTRACTOR. (d) Web-based remote diagnostic technical assistance which may be utilized by CONTRACTOR to resolve Software functional problems and user problems during the Service Coverage Period. (e) Access to specialized content as made available by CONTRACTOR such as technical advisories, learning quick tips, brown bag seminars, technical insider tips, and service case studies. CONTRACTOR's "Support Policies and Services Policy" shall apply to all Support Services purchased. CONTRACTOR's Support Policies and Services Policy is incorporated herein by reference. Kronos reserves the right to updatethese policies from time to time. The current version of the policies may be accessed at: http://www.kronos.com/services/support- services.aspx _ Kronos warrants that any revision of these policies will not result in a diminution of services. In the event of a conflict between the terms of the "Support Policies and Services Policy" and this Agreement, the termsof this Agreement shall prevail. 3. OBLIGATIONS OF COUNTY County agrees (i) to provide Contractor personnel with full, free and safe access to Software for purposes of support, including use of Contractor's standard remote access technology, if required; (iii) not to allow support of the Software by anyone other than Contractor without prior written authorization from Contractor. Failure to utilize Contractor's remote access technology may delay Contractor's response and/or resolution to County's reported Software problem. If County, at a future date, requires G:\PUBLIC\CONTRACTS& DcrRACTS\2022 CONTRACTS\P-22-019 KRONOS INCORPORATED A UKG COMPANY\P-22-019 KRONOS INCORPORATED, A UKG COMPANY.DOCX PROCUREMENT AGREEMENT NUMBER: P-22-019 Attachment B Kronos Incorporated,A UKG Company January 12, 2022 the use of a specific remote access technology not specified by Contractor, then the parties shall be required to amend this Agreement in order for County to purchase then- applicable option, such as Platinum Plus, to receive support and provide Contractor personnel with full, free and safe access to the remote access hardware and/or software. 4. GENERAL LICENSE TERMS CONTRACTOR represents that it owns or has the right to license the Software. Unauthorized use and copying of such Software is prohibited by law, including United States and foreign copyright law. The price COUNTY pays for a copy of the Software constitutes a license fee that entitles COUNTY to use the Software as set forth in this Agreement. CONTRACTOR grants to COUNTY a non-exclusive, nontransferable, perpetual (except as provided herein) license to use the Software. This license may be terminated by CONTRACTOR by written notice to COUNTY upon any material breach of this Agreement by COUNTY which remains uncured for a period of thirty (30) days after such written notice from CONTRACTOR. Upon such termination of this license by CONTRACTOR, COUNTY will have no further right to use the Software and will return the Software to CONTRACTOR and destroy all copies of the Software and Software documentation in COUNTY's possession. This license is subject to all of the terms of this Agreement. 5. FEE BASED LIMITATIONS COUNTY recognizes and agrees that the license to use the Software is limited, based upon the amount of the license fee paid by COUNTY. COUNTY hereby agrees to: i) use the Software only for the number of employees, simultaneous or active users, computer model, partition and serial number, and/or terminals permitted by the applicable license fee; ii) use only the product modules and/or features permitted by the applicable license fees; and iii) use the Software only in support of COUNTY's own business. COUNTY agrees not to increase the number of employees, simultaneous or active users, partitions, terminals, products modules, features, or to upgrade the model, as applicable, unless and until COUNTY pays the applicable fee for such increase or upgrade. COUNTY may not relicense or sublicense the Software to, or otherwise permit use of the Software (including timesharing or networking use) by any third party. COUNTY may not provide data processing services to a third party that makes use of the Software without the express prior written consent of CONTRACTOR. 6. OBJECT CODE ONLY AND PERMITTED COPIES COUNTY may use the computer programs included in the Software ("Programs") in object code form only, and shall not reverse compile, disassemble or otherwise convert the Programs into uncompiled or unassembled code. CONTRACTOR represents that the Programs include components owned by third parties. Such third-party components are deemed to be Software subject to this Agreement. COUNTY shall not use any of the Programs except solely as part of and in connection with the Software as is described in the published electronic documentation for such Software. COUNTY shall indemnify and hold harmless CONTRACTOR for all damages or liability caused by COUNTY's willful or negligent failure to comply with the foregoing restriction. COUNTY may copy the Programs as reasonably necessary to load and execute the Programs and for backup and disaster recovery and testing purposes only. All copies of the Programs or any part thereof, whether in printed or machine readable form and whether on storage media or otherwise, are subject to all the terms of this license and Agreement, and all copies of the Programs or any part of the Programs shall include the copyright and proprietary rights notices contained in the Programs as delivered to the COUNTY. 7. UPDATES In the event CONTRACTOR supplies Service Packs, Point Releases and Major Releases, including legislative updates if available, of the Software (collectively referred to as "Updates"), such Updates shall be part of the Software and the provisions of this license and Agreement shall apply to such Updates and to the Software as modified thereby. The costs for any such G:\PUBLIC\CONTRACTS& DcrRACTS\2022 CONTRACTS\P-22-019 KRONOS INCORPORATED A UKG COMPANY\P-22-019 KRONOS INCORPORATED, A UKG COMPANY.DOCX PROCUREMENT AGREEMENT NUMBER: P-22-019 Attachment B Kronos Incorporated,A UKG Company January 12, 2022 Updates are included in the Platinum Support fee. All Updates shall be provided via remote access. 8. ACCEPTANCE For COUNTY's initial purchase of each Equipment and Software product, CONTRACTOR shall provide COUNTY with an acceptance test period ("Test Period") that commences upon completion of Installation. For purposes of this section, Installation shall be deemed complete once: the Equipment, if any, is mounted; the Software is installed on COUNTY server(s); and COUNTY employees have completed the five (5) day "Train-the-Trainer" training session provided by CONTRACTOR. During the Test Period, COUNTY shall determine whether the Equipment and Software meet CONTRACTOR's published electronic documentation, ("Specifications"). The Test Period shall be for sixty (60) days. If COUNTY has not given CONTRACTOR a written deficiency statement ("Deficiency Statement") within the Test Period, specifying how the Equipment or Software fails to meet the "Specifications," the Equipment and Software shall be deemed accepted by COUNTY. If COUNTY provides a Deficiency Statement during the Test Period, CONTRACTOR shall have thirty (30) days to correct the deficiency, and COUNTY shall have an additional thirty (30) days once the correction has been made to evaluate the Equipment and Software again. If the Equipment or Software does not meet the "Specifications" at the end of the second 30-day period, either party may terminate this Agreement by giving written notice to the other. Upon any such termination, COUNTY shall return all Equipment, Software, and related documentation to CONTRACTOR, and CONTRACTOR shall refund any monies paid by COUNTY to CONTRACTOR pursuant to this Agreement. Neither party shall then have any further liability to the other for the products that were the subject of the Acceptance Test. In no event shall any acceptance by COUNTY made pursuant to this section constitute a waiver by either party of any breach of this Agreement or any default which may then exist on the part of the other party. 9. LIMITED WARRANTY CONTRACTOR warrants that all CONTRACTOR's Equipment and Software media shall be free from defects in materials and workmanship, for a period of ninety (90) days from Software Delivery Date. In the event of a breach of this warranty, COUNTY's exclusive remedy shall be CONTRACTOR's repair or replacement of the deficient Equipment and/or Software media, at CONTRACTOR's option, provided that COUNTY's use, installation and maintenance thereof have conformed to the Specifications. This warranty is extended to COUNTY only and shall not apply to any Equipment (or parts thereof) or Software in the event of: (a) damage, defects, or malfunctions resulting from misuse, accident, neglect, tampering, (including modification or replacement of any of CONTRACTOR's components on any boards supplied with the Equipment), unusual physical or electrical stress or causes other than normal and intended use. (b) unreasonable failure of COUNTY to provide and maintain a suitable installation environment, asspecified in the Specifications; or (c) malfunctions resulting from the use of badges or supplies not approved by CONTRACTOR. (d) When using and applying the information generated by CONTRACTOR products, COUNTY is responsible for ensuring that COUNTY complies with the applicable requirements of federal and state law. Contractor warrants that all support services shall be performed in a professional and competent manner. 10. CONFIDENTIAL INFORMATION "Confidential Information" is defined as information that is: i) disclosed between the parties after the date of this Agreement that is considered confidential or proprietary to the disclosing party; and ii) identified as "confidential" at the time of disclosure, or would be reasonably obvious to the G:\PUBLIC\CONTRACTS& DcrRACTS\2022 CONTRACTS\P-22-019 KRONOS INCORPORATED A UKG COMPANY\P-22-019 KRONOS INCORPORATED, A UKG COMPANY.DOCX PROCUREMENT AGREEMENT NUMBER: P-22-019 Attachment B Kronos Incorporated,A UKG Company January 12, 2022 receiving party to constitute confidential information because of legends or other markings, by the circumstances of disclosure or the nature of the information itself. Additionally, the Software (and Software documentation), and the Specifications shall be deemed to be CONTRACTOR's Confidential Information. Each party shall protect the Confidential Information of the other party with at least the same degree of care and confidentiality, but not less than a reasonable standard of care, which such party utilizes for its own information of similar character that it doesnot wish disclosed to the public. Neither party shall disclose to third parties (except the parent company or the wholly owned subsidiaries of the receiving party who have a need to know) the other party's Confidential Information, or use it for any purpose not explicitly set forth herein, without the prior written consent of the other party. The obligation of confidentiality shall survivefor three (3) years after the disclosure of such Confidential Information. This Agreement imposes no obligation upon either party with respect to the other party's Confidential Information which the receiving party can establish by legally sufficient evidence: (a) was rightfully possessed by the receiving party without an obligation to maintain its confidentiality prior to receipt from the disclosing party, (b) is generally known to the public without violation of this Agreement; (c) is obtained by the receiving party in good faith from a third party having the right to disclose it without an obligation with respect to confidentiality; (d) is independently developed by the receiving party without use of the disclosing party's confidential information, which can be shown by tangible evidence; or (e) was required to be disclosed by applicable law; provided that the receiving party notifies the disclosing party of such requirement prior to disclosure, and provided further that the receiving party makes diligent efforts to limit disclosure. This section shall not prevent or otherwise prohibit the disclosure by COUNTY of information COUNTY is required to disclose pursuant to federal, state, or county law, regulation, or policy. G:\PUBLIC\CONTRACTS& DcrRACTS\2022 CONTRACTS\P-22-019 KRONOS INCORPORATED A UKG COMPANY\P-22-019 KRONOS INCORPORATED, A UKG COMPANY.DOCX PROCUREMENT AGREEMENT NUMBER: P-22-019 Attachment B K G Support Services Quote Page 1 of 2 Quote Type: Renewal Customer: FRESNO COUNTY SHERIFF Solution ID: 6104754 Payment Terms: Net 45 Days Contract#: 1188960 R02-SEP-21 Currency: U S D Date: 09-J U N-2022 Customer PO Number: Prepared by: Deborah Murphy/US PublicSector3 Bill To: FRESNO COUNTY SHERIFF Ship To: FRESNO COUNTY SHERIFF 2200 FRESNO ST 2200 FRESNO ST FRESNO CA 93721 FRESNO CA 93721 UNITED STATES UNITED STATES Contact: JOSH MIKOW Email: josh.mikow@fresnosheriff.org CONTRACT SUMMARY Contract Period:01-JAN-2022-31-DEC-2024 Description Software Support Services 1 192,885.34 1 0.00 1 192,885.34 Total 192,885.34 0.00 192,885.34 111ADr1DTAAIT A1(1TC& ..... —.—.--... . — . —._ This quote reflects pricing for 1/1/22-12/31/24 for the products listed on this quote only and does not include any future orders.Support Services are subject to applicable taxes. The tax amount shown on this quote is only an estimate. The actual tax due will be reflected on the invoice. FRESNO COUNTY SHERIFF KRONOS INCORPORATED Signature: Signature: a GL'19 a .r, Name: Name: JOS A. Butler Title: Title: VP, Treasurer Date: Date: October 4, 2022 U KG Kronos Incorporated,A UKG Company 900 Chelmsford Street Lowell,MA 01851 +1 800 225 1561 PROCUREMENT AGREEMENT NUMBER: P-22-019 Attachment B %A<G Support Services Quote Page 2 of 2 Quote Type: Renewal Customer: FRESNO COUNTY SHERIFF Solution ID: 6104754 Payment Terms: Net 45 Days Contract#: 1188960 R02-SEP-21 Currency: USD Date: Customer PO Number: Prepared by: Deborah Murphy/US PublicSector3 Bill To: FRESNO COUNTY SHERIFF Ship To: FRESNO COUNTY SHERIFF 2200 FRESNO ST 2200 FRESNO ST FRESNO CA 93721 FRESNO CA 93721 UNITED STATES UNITED STATES Contact: JOSH MIKOW Email: josh.mikow@fresnosheriff.org SOFTWARE SUPPORT SERVICES CoveredLine Support Service Product (days) Level Count 1 Platinum UKG TELESTAFF BIDDING V7.1+ 1,325 01-JAN-2022 31-DEC-2022 365 2 Platinum UKG TELESTAFF CONTACT MANAGER V7.1+ 1,325 01-JAN-2022 31-DEC-2022 365 3 Platinum UKG TELESTAFF ENTERPRISE V7.1+ 1,325 01-JAN-2022 31-DEC-2022 365 4 Platinum UKG TELESTAFF GATEWAY MANAGER V7.1+ 01-JAN-2022 31-DEC-2022 365 5 Platinum UKG TELESTAFF GLOBAL ACCESS V7.1+ 1,325 01-JAN-2022 31-DEC-2022 365 6 Platinum UKG TELESTAFF BIDDING V7.1+ 1,325 01-JAN-2023 31-DEC-2023 365 7 j Platinum UKG TELESTAFF CONTACT MANAGER V7.1+ 1,325 01-JAN-2023 31-DEC-2023 365 8 Platinum UKG TELESTAFF ENTERPRISE V7.1+ 1,325 01-JAN-2023 31-DEC-2023 365 9 Platinum UKG TELESTAFF GATEWAY MANAGER V7.1+ 01-JAN-2023 31-DEC-2023 365 10 Platinum UKG TELESTAFF GLOBAL ACCESS V7.1+ 1,325 01-JAN-2023 31-DEC-2023 365 11 Platinum UKG TELESTAFF BIDDING V7.1+ 1,325 01-JAN-2024 31-DEC-2024 366 12 Platinum UKG TELESTAFF CONTACT MANAGER V7.1+ 1,325 01-JAN-2024 31-DEC-2024 366 13 Platinum UKG TELESTAFF ENTERPRISE V7.1+ 1,325 01-JAN-2024 31-DEC-2024 366 14 Platinum UKG TELESTAFF GATEWAY MANAGER V7.1+ 01-JAN-2024 31-DEC-2024 366 15 Platinum UKG TELESTAFF GLOBAL ACCESS V7.1+ 1,325 01-JAN-2024 31-DEC-2024 366 Support Services Estimated Tax Subtotal Software Support Services 0000 192,885.34 0.00 192,885.34 UKG Kronos Incorporated,A UKG Company 900 Chelmsford Street Lowell,MA 01851 +1 800 225 1561