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HomeMy WebLinkAbout25-130 Resolution No. 25-130 RESOLUTION AUTHORIZING EXECUTION OF A PURCHASE AGREEMENT WITH CENTRALSQUARE TECHNOLOGIES, LLC FOR A HUMAN CAPITAL MANAGEMENT(HCM) SYSTEM BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ELGIN, ILLINOIS, that Richard G. Kozal, City Manager, and Kimberly A. Dewis, City Clerk, be and are hereby authorized and directed to execute a Purchase Agreement on behalf of the City of Elgin with CentralSquare Technologies, LLC, for a Human Capital Management (HCM) system, a copy of which is attached hereto and made a part hereof by reference. s/David J. Kaptain David J. Kaptain, Mayor Presented: July 23, 2025 Adopted: July 23, 2025 Omnibus Vote: Yeas: 9 Nays: 0 Attest: s/Kimberly Dewis Kimberly Dewis, City Clerk PURCHASE AGREEMENT THIS AGREEMENT is hereby made and entered into this 23 day of July 2025, by and between the City of Elgin, Illinois, a municipal corporation (hereinafter referred to as "City") and CentralSquare Technologies, LLC, a Delaware limited liability company (hereinafter referred to as "Seller"). NOW, THEREFORE, for and in consideration of the mutual promises and covenants contained herein, the sufficiency of which is hereby mutually acknowledged, the Parties hereto hereby agree as follows: 1. PURCHASE. City shall purchase and Seller shall sell and install the goods and/or services to the City as described in the four (4) page proposal, Quote # Q-209673, attached hereto and made a part hereof as Attachment A. 2. TERMS. This Agreement shall be subject to the terms and conditions contained herein and as provided by Attachment A, which is attached hereto and made a part hereof, and the Statement of Work, which is attached hereto and made a part hereof as Attachment B. This Agreement shall also be subject to the terms contained in the agreement originally entered into by the parties, or their predecessors in interest, on July 25, 1991 and as amended by the First Amendment Agreement thereto dated April 7, 2010 and the Second Amendment Agreement thereto dated April 13, 2022 (collectively the "Original Agreements"). In the event of any conflict between any of the terms and provisions of this Agreement and Attachments A or B, the terms and provisions of this Agreement shall supersede and control. In the event of any conflict between any of the terms and provisions of this Agreement and the Original Agreements, this Agreement shall supersede and control. 3. LAW/VENUE. This Agreement is subject to and governed by the laws of the State of Illinois. Venue for the resolution of any disputes or the enforcement of any rights arising out of or in connection with this Agreement shall be the Circuit Court of Kane County, Illinois. Seller hereby irrevocably consents to the jurisdiction of the Circuit Court of Kane County, Illinois for the enforcement of any rights, the resolution of any disputes and/or for the purposes of any lawsuit brought pursuant to this Agreement or the subject matter hereof; and Seller agrees that service by first class U.S. mail to CentralSquare Technologies, LLC, do registered agent Corporation Service Company, 251 Little Falls Drive, Wilmington, DE 19808 shall constitute effective service. The Parties hereto waive any rights to a jury. 4. NO MODIFICATION. There shall be no modification of this Agreement, except in a writing instrument executed by both Parties with the same formalities as the original Agreement. 5. MERGER. This Agreement embodies the whole Agreement of the Parties, subject to the provisions of paragraph 2 above. There are no promises, terms, conditions or obligations other than those contained herein, and this Agreement shall supersede all previous communications, representations or Agreements, either verbal, written or implied between the Parties hereto, subject to the provisions of paragraph 2 above. Docusign Envelope ID:E61629B1-3004-45A3-84FD-AA5169514C23 6. INTEREST. Seller hereby waives any and all claims or rights to interest on money claimed to be due pursuant to this Agreement, and waives any and all such rights to interest to which it may otherwise be entitled pursuant to law, including, but not limited to, pursuant to the Local Government Prompt Payment Act(50 ILCS 505/1, et seq.),as amended, or the Illinois Interest Act(815 ILCS 205/1, et seq.), as amended. The provisions of this paragraph shall survive any expiration,completion and/or termination of this Agreement. 7. SEVERABILITY. The terms of this Agreement shall be severable. In the event any of the terms or the provisions of this Agreement are deemed to be void or otherwise unenforceable for any reason, the remainder of this Agreement shall remain in full force and effect. 8. COMPLIANCE WITH LAW. Notwithstanding any other provision of this Agreement, it is expressly agreed and understood that in connection with the performance of this Agreement, Seller shall comply with all applicable federal, state, city and other requirements of law, including, but not limited to, any applicable requirements regarding prevailing wages, minimum wage,workplace safety,nondiscrimination and legal status of employees. 9. COUNTERPARTS AND EXECUTION. This Agreement may be executed in counterparts, each of which shall be an original and all of which shall constitute one and the same Agreement. This Agreement may be executed electronically, and any signed copy of this Agreement transmitted by facsimile machine, email, or other electronic means shall be treated in all manners and respects as an original document. The signature of any party on a copy of this Agreement transmitted by facsimile machine, email, or other electronic means shall be considered for these purposes an original signature and shall have the same legal effect as an original signature. 10. PAYMENT. City shall pay the total sum of Two Hundred Ninety Three Thousand and Thirty Dollars ($293,030) within thirty (30) days of delivery and installation or City's receipt of invoice, whichever is later. The aforementioned total sum is inclusive of all freight and shipping costs. The City of Elgin is a tax-exempt governmental entity. 11. LIMITATION OF DAMAGES. In no event shall City be liable for any monetary damages in excess of the purchase price contemplated by this Agreement. In no event shall City be liable for any consequential, special or punitive damages, or any damages resulting from loss of profit. 12. TRANSFER OF TITLE/RISK. Transfer of title, and risk of loss shall pass to the City upon delivery and installation of the goods. 13. INDEMNIFICATION. To the fullest extent permitted by law, Seller agrees to and shall indemnify, and hold harmless the City, its officers, employees, boards and commissions from and against any and all claims, suits, judgments, costs, attorney's fees, damages or any and all other relief or liability arising out of or resulting from or through or alleged to arise out of any acts or negligent acts or omissions of Seller or Seller's officers, employees, agents or subcontractors in the performance of this Agreement, including but not 2 Docusign Envelope ID:E61629B1-3004-45A3-84FD-AA5169514C23 limited to, all goods delivered or services or work performed hereunder. In the event of any action against the City, its officers, employees, agents, boards or commissions covered by the foregoing duty to indemnify and hold harmless, such action shall be defended by legal counsel of the City's choosing. 14. WARRANTY. All applicable warranties, including but not limited to any and all applicable manufacturer's warranties, warranties of merchantability, and warranties of fitness for a particular purpose, are included as part of this Agreement, and shall apply to all goods, accessories, components, and services to the benefit of the City. 15. RELATIONSHIP BETWEEN THE PARTIES. This Agreement shall not be construed so as to create a joint venture, partnership, employment or other agency relationship between the Parties hereto. 16. WAIVER. Neither party hereto shall be responsible for any consequential, indirect, punitive or incidental damages for any reason whatsoever. Any delay or failure to enforce any rights by either party arising out of or pursuant to this Agreement shall not constitute,and shall not be construed as,a waiver of any such rights. 17. LIMITATION OF ACTIONS. The Parties hereto agree that any action by the Seller arising out of this Agreement must be filed within one year of the date the alleged cause of action arose or the same will be time-barred. 18. TIME IS OF THE ESSENCE. Time is of the essence of this Agreement. 19. NONDISCRIMINATION. The Seller will not discriminate against any employee or applicant for employment because of race, color, religion, sex, national origin, age, ancestry, order of protection status, familial status, marital status, physical or mental disability, military status, sexual orientation, or unfavorable discharge from military service which would not interfere with the efficient performance of the job in question. The Seller will take affirmative action to comply with the provisions of Elgin Municipal Code Section 5.02.040 and will require any subcontractor to submit to the City a written commitment to comply with those provisions. The Seller will distribute copies of this commitment to all persons who participate in recruitment, screening, referral and selection of job applicants, prospective job applicants, and subcontractors. SIGNATURE PAGE FOLLOWS 3 Docusign Envelope ID E61629B1-3004-45A3-84FD-AA5169514C23 The persons signing this Agreement certifies that s/he has been authorized by the Seller to commit the Seller contractually and has been authorized to execute this Agreement on its behalf. IN WITNESS WHEREOF, the Parties have hereto set their hands the day and year first above written. CENTRALSQUARE TECHNOLOGIES, LLC CIT LGIN Ron Anderson Print Name ichard G. Kozal, City ana er ,-DocuSigned by: ot&. Qin�t YSOIn Attest: Signature 38A`EB chief Revenue officer 44(144A Title City Clerk 6/27/2025 Legal Dept\Agreement\Central Square UKG Ready Purchase Agr-6-18-25.docx 4 Docusign Envelope ID:E61629B1-3004-45A3-84FD-AA5169514C23 Attachment A Quote Quote#:Q-209673 Quote prepared for: Primary Quoted Solution: NeviLine PA Tim Bennett Quote expires on:August 27,2025 City of Elgin 150 Dexter Court Elgin, IL 60120 6305744390 Thank you for your interest in CentralSquare. CentralSquare provides software that powers over 8,000 communities More about our products can be found at www centralsouare corn WHAT SOFTWARE IS INCLUDED? PRODUCT NAME QUANTITY UNIT PRICE TOTAL 1. NeviLine Time&Attendance Interface- 1 3,780.00 3,780.00 Generic Annual Access Fee 2. UKG Ready ACA Manager Per 1,000 4.22 4,220.00 Employee Annual Subscription Fee 3. UKG Ready Accruals Per Employee 1,000 8.32 8,320.00 Annual Subscription Fee 4. UKG Ready Benefits Per Employee 1,000 45.80 45,800.00 Annual Subscnption Fee 5. UKG Ready Cobra Administration 1,000 12.54 12,540.00 Services Annual Subscription Fee 6. UKG Ready Compensation Per 1,000 8.32 8,320.00 Employee Annual Subscription Fee 7. UKG Ready HR Per Employee Annual 1,000 49.90 49,900.00 Subscription Fee 8 UKG Ready Integration Hub Annual 1 0.00 0.00 Subscription Fee 9. UKG Ready Learning Per Employee 1,000 29.17 29,170.00 Annual Subscription Fee 10 UKG Ready Leave Per Employee 1,000 12.54 12,540.00 Annual Subscription Fee 11 UKG Ready Performance Management 1,000 8.32 8,320.00 Per Employee Annual Subscription Fee 12. UKG Ready Recruiting Per Employee 1,000 8.32 8,320.00 Annual Subscription Fee 13 UKG Ready Time Keeping Per 1,000 49.90 49,900.00 Employee Annual Subscription Fee Software Total 241,130.00 USD Docusign Envelope ID:E61629B1-3004-45A3-84FD-AA5169514C23 WHAT SERVICES ARE INCLUDED? DESCRIPTION TOTAL 1. Public Administration Consulting Services-Fixed Fee 1,560.00 2. Public Administration Project Management Services-Fixed Fee 780.00 3. Public Administration Technical Services-Fixed Fee 1,560.00 4. UKG Ready Setup Fee Services(One Time Fee)-Fixed Fee 41,750.00 5. UKG Telestaff Net New Implementation One Time Fee-Fixed Fee 6,250.00 Services Total 51,900.00 USD QUOTE SUMMARY Software Subtotal 241,130 00 USD Services Subtotal 51,900.00 USD Quote Subtotal 293,030.00 USD Quote Total 293,030.00 USD Docusign Envelope ID:E61629B1-3004-45A3-84FD-AA5169514C23 WHAT ARE THE RECURRING FEES? TYPE AMOUNT FIRST YEAR MAINTENANCE TOTAL 0.00 FIRST YEAR SUBSCRIPTION TOTAL 241,130 00 The amount totals for Maintenance and/or Subscription on this quote include only the first year of software use and maintenance Renewal invoices will include this total plus any applicable uplift amount as outlined in the relevant purchase agreement This Quote is not intended to constitute a binding agreement The terms herein shall only be effective once incorporated into a definitive written agreement with CentralSquare Technologies (including its subsidiaries) containing other customary commercial terms and signed by authorized representatives of both parties BILLING INFORMATION Fees will be payable within 30 days of invoicing. Please note that the Unit Price shown above has been rounded to the nearest two decimal places for display purposes only The actual price may include as many as five decimal places. For example,an actual price of$21.37656 will be shown as a Unit Price of$21 38 The Total for this quote has been calculated using the actual prices for the product and/or service, rather than the Unit Price displayed above. Prices shown do not include any taxes that may apply.Any such taxes are the responsibility of Customer.This is not an invoice. For customers based in the United States or Canada, any applicable taxes will be determined based on the laws and regulations of the taxing authority(ies)governing the"Ship To"location provided by Customer on the Quote Form. Docusign Envelope ID:E61629B1-3004-45A3-84FD-AA5169514C23 PURCHASE ORDER INFORMATION Is a Purchase Order(PO)required for the purchase or payment of the products on this Quote Form?(Customer to complete) Yes[ ] No[ I Customer's purchase order terms will be governed by the parties'existing mutually executed agreement,or in the absence of such,are void and will have no legal effect PO Number. Initials: Docusign Envelope ID E61629B1-3004-45A3-84FD-AA5169514C23 ATTACHMENT B Statement of Work (Attached) Docusign Envelope ID:E61629B1-3004-45A3-84FD-AA5169514C23 Appendix 1 THIRD PARTY TERMS AND CONDITIONS UKG End-User License Terms and Support Agreement This UKG End-User License Terms and Support Agreement(the"EULTSA")is by and between CentralSquare Technologies, LLC, a corporation duly organized under the laws of the state of Delaware and having its principal place of business at 1000 Business Center Dr., Lake Mary, FL 32746 ("CentralSquare") and City of Elgin, a municipal corporation duly organized under the laws of the state of Illinois and having its principal place of business at 150 Dexter Court,Elgin,IL 60120("Customer"). Definitions: "Agreement" means the Master Agreement signed between CentralSquare and Customer. "Ancillary Services"means those applications,features,or portions of the Service which are provided by a third party and offered by UKG to users of the Service on an ad hoc basis subject to additional fees or charges. . "Content" means content that Customer posts or otherwise inputs into the Service, including but not limited to information,data(such as payroll data,vacation time,and hours worked),designs,know-how,logos,text,multimedia images(e.g.graphics,audio and video files),or compilations,or any other Customer content shared or processed on equipment under the control of Company. "Equipment"means the hardware products identified on the Order Form Order Forms. The description of the type,quantity,and cost of the specific offerings being ordered by CentralSquare from UKG for Customer will be described in an Order Form "Optional Services" means the Premium Features and the Ancillary Services. Optional Services may require the execution of separate third party agreements in order to"go live"with such Optional Services. "Premium Features"means certain advanced add-on capabilities and features included in the Service,such as Google Authenticator authentication,document management,dashboard,automating or emailing of reports,and other similar features. As such,additional fees for Premium Features may apply. "Service"means the supply of and access to the commercially available version of the Software in UKG's hosted environment on a subscription basis,and related services and materials. The Service includes the Optional Services as and when purchased. "Software" means the computer software programs (including third party software, libraries or other components embedded in such programs), and related documentation, and all future modifications and enhancements thereto created by or for UKG. "UKG"means the owner and provider of the Service and Software. Terms and Conditions: CentralSquare and Customer agree that Customer will comply, in all material respects,with the following terms and conditions: 1. Customer must operate and process the Software and use the Service for its own internal business purposes only, without the right to further sublicense; 2. Customer must not decompile,disassemble or reverse engineer the Software; CST-2025-103201 Docusign Envelope ID:E61629B1-3004-45A3-84FD-AA5169514C23 3. Customer must not permit use of the Software or the Service(including timesharing or networking use)by any third party; 4. Customer must not remove the Equipment from the place of original installation without CentralSquare's prior written consent nor sell or encumber the Equipment; 5. Customer grants CentralSquare and UKG the right to combine Customer's business data with that of other customers in a manner that does not identify the Customer or any individual in order to evaluate and improve the services offered to customers; 6. Customer acknowledges that the license granted to the Service inures to the benefit of the licensors of software and other applications,and that such licensors may directly enforce the terms of the this agreement in order to protect their interests in the Software and the Service. 7. Customer must take all reasonable steps to ensure that no unauthorized persons have access to the Service,and to ensure that no persons authorized to have such access shall take any action that would be in violation of this agreement; 8. Customer has the right to publish and disclose the data and other content Customer includes in the Service,and Customer warrants and must ensure that the Content will not(i) infringe or violate any third-party right, including (but not limited to) intellectual property, privacy, or publicity rights; (ii) be abusive, profane, or offensive to a reasonable person;or(iii)be hateful or threatening; 9. Customer must not (i) use, or allow the use of, the Service or the Content in contravention of any federal,state,local,foreign or other applicable law,or rules or regulations of regulatory or administrative organizations;(ii)introduce into the Service any virus or other code or routine intended to disrupt or damage the Service,or alter,damage,delete,retrieve,or record information about the Service or its users;(iii)excessively overload the systems used to provide the Service;(iv)perform any security integrity review, penetration test, load test, denial of service simulation or vulnerability scan (including without limitation the use any tool designed to automatically emulate the actions of a human user in connection with such testing);or(v)otherwise act in a fraudulent,malicious or negligent manner when using the Service; 10. Customer is responsible for ensuring that it complies with the applicable requirements of federal and state law when using and applying the information generated by the Services; 11. If Customer is using any payroll service hereunder: (i) Customer is solely responsible for the content and accuracy of all reports and documents prepared in whole or in part by using such Service,(ii)using such Service does not release Customer of any professional obligation concerning the preparation and review of such reports and documents,(iii)Customer does not rely upon the Service provider or its third party licensor(s)for any advice or guidance regarding compliance with federal and state laws or the appropriate tax treatment of items reflected on such reports or documents,and(iv)Customer will review any calculations made by using such Service to satisfy itself that those calculations are correct. 12. Customer acknowledges and agrees that no person nor entity not a party to this agreement will be a third party beneficiary of any provision of this agreement and, by way of further clarification,none of its employees or other personnel is an intended beneficiary with respect to the payroll or other services provided in connection with the Service or Software;and 13. Customer acknowledges that:use of the Service includes the ability to enter into agreements and/or to make transactions electronically.CUSTOMER ACKNOWLEDGES THAT WHEN IT INDICATES ACCEPTANCE OF AN AGREEMENT AND/OR TRANSACTION ELECTRONICALLY, THAT ACCEPTANCE WILL CONSTITUTE ITS LEGAL AGREEMENT AND INTENT TO BE BOUND BY AND TO PAY FOR SUCH AGREEMENTS AND TRANSACTIONS.THIS ACKNOWLEDGEMENT THAT CUSTOMER INTENDS TO BE BOUND BY SUCH ELECTRONIC ACCEPTANCE APPLIES TO ALL AGREEMENTS AND TRANSACTIONS CUSTOMER ENTERS INTO THROUGH THE SERVICE, SUCH AS ORDERS,CONTRACTS,STATEMENTS OF WORK,AND NOTICES OF CANCELLATION. 14. Customer's purchased or rented equipment(model and quantity),the applicable pricing, and delivery terms shall be described on the Order Form; additionally, Customer agrees to the following terms and conditions related to Equipment: (a) Rented Equipment. CST-2025-103201 Docusign Envelope ID E61629B1-3004-45A3-84FD-AA5169514C23 i. Rental Term and Warranty Period. The term of the Equipment rental and the "Warranty Period"for such Equipment shall run concurrently with the Term of the other Services provided under the Agreement. ii. Insurance. Customer shall insure the Equipment for an amount equal to the replacement value of the Equipment for loss or damage by fire,theft,and all normal extended coverage at all times. No loss, theft or damage after shipment of the Equipment to Customer shall relieve Customer from Customer's obligations under the Agreement. iii. Location/Replacement. Customer shall not make any alterations or remove the Equipment from the place of original installation without UKG's prior written consent. UKG shall have the right to enter Customer's premises to inspect the Equipment during normal business hours. UKG reserves the right,at its sole discretion and at no additional cost to Customer,to replace any Equipment with newer or alternative technology Equipment as long as the replacement Equipment at least provides the same level of functionality as that being replaced. iv. Ownership. All Equipment shall remain the property of UKG. All Equipment is, and at all times shall remain, separate items of personal property,notwithstanding such Equipment's attachment to other equipment or real property. Customer shall not sell or otherwise encumber the Equipment. Customer shall furnish any assurances, written or otherwise, reasonably requested by UKG to give full effect to the intent of terms of this paragraph(iv). v. Return of Equipment. Upon termination of the Agreement or the applicable Order Form,Customer shall return, within thirty (30)days of the effective date of termination and at Customer's expense,the Equipment subject to this Section. Equipment will be returned to UKG in the same condition as and when received,reasonable wear and tear excepted. If Customer fails to return Equipment within this time period, UKG will inform CentralSquare that it has not received the equipment, and upon such notice, CentralSquare will issues an invoice to Customer,and Customer shall pay CentralSquare the then list price of the unreturned Equipment. (b) Purchased Equipment. i. Ownership and Warranty Period. Title to the Equipment shall pass to Customer upon delivery to the carrier. The "Warranty Period" for the Equipment shall be for a period of 90 days from such delivery (unless otherwise required by law). ii. Equipment Support.UKG shall provide to Customer the Equipment support services described in this Agreement if purchased separately by Customer through CentralSquare as indicated on the applicable Order Form. If purchased,Equipment support services have a term of one(1)year commencing upon expiration of the Warranty Period. Equipment support services will be automatically extended for additional one year terms on the anniversary of its commencement date("Renewal Date"),unless either party has given the other thirty(30)days written notification of its intent not to renew. (c) Finger Scan and Facial Recognition Equipment. For Customer's use of Equipment containing finger scan sensor and/or facial recognition technology ("FS/FR Equipment"), Customer warrants that it is compliant and will maintain compliance with all applicable biometric privacy laws with respect to its use of FS/FR Equipment. If required by law,Customer further warrants that prior to using FS/FR Equipment it shall:(i)obtain signed releases from employees consenting to the use of the applicable CST-2025-103201 Docusign Envelope ID E61629B1-3004-45A3-84FD-AA5169514C23 FS/FR Equipment for employee timekeeping purposes; (ii) issue policies to their employees and the public regarding its retention and destruction of the finger scan or facial recognition data,and(iii)ensure that any releases,consents,or policies required by applicable law shall expressly apply to UKG, its affiliates, and its authorized subcontractors. CUSTOMER AGREES TO DEFEND, HOLD HARMLESS AND INDEMNIFY UKG,ITS EMPLOYEES,DIRECTORS,PARENT,SUBSIDIARIES AND AUTHORIZED PARTNERS AND SUBCONTRACTORS(COLLECTIVELY, "UKG INDEMNITEES") FOR ANY CLAIMS, DAMAGES, PENALTIES OR FINES ASSERTED OR AWARDED AGAINST A UKG INDEMNITEE ARISING OUT OF OR RELATING TO CUSTOMER'S BREACH OF ANY OF THE WARRANTIES IN THIS SECTION WITH RESPECT TO FS/FR EQUIPMENT. UPON RECEIPT OF NOTICE OF SUCH A CLAIM, CUSTOMER SHALL ASSUME SOLE CONTROL OF THE DEFENSE AND SETTLEMENT OF SUCH CLAIM,PROVIDED THAT:(I)UKG SHALL BE ENTITLED TO PARTICIPATE IN THE DEFENSE OF SUCH CLAIM AND TO EMPLOY COUNSEL AT ITS OWN EXPENSE TO ASSIST IN THE HANDLING OF SUCH CLAIM, ON A MONITORING AND A NON-CONTROLLING BASIS;(II)CUSTOMER SHALL NOT SETTLE ANY CLAIM ON ANY TERMS OR IN ANY MANNER THAT ADVERSELY AFFECTS THE RIGHTS OF UKG WITHOUT ITS PRIOR WRITTEN CONSENT; AND (III) UKG SHALL PROVIDE REASONABLE COOPERATION AND ASSISTANCE AT CUSTOMER'S SOLE COST AND EXPENSE If Customer is also licensing Carrier Connectivity,Financial Connectivity and/or COBRA Link offerings,Customer shall comply,in all material respects,with the following additional terms and conditions: 1. Customer agrees to receive electronic communications relating to Customer's use of the Service. CentralSquare may communicate with Customer by email or by posting notices within the Service. Customer agrees that all agreements,notices,disclosures and other communications that are provided to Customer electronically satisfy any legal requirement that such communications be in writing.All notices intended for receipt by Customer will be deemed delivered and effective when sent to the email address that Customer provides within the Service.By creating an account,submitting information or otherwise providing Customer's email address,postal address or phone number,Customer is agreeing that Central Square or its agents may contact Customer at that address or number. 2. CentralSquare is a technology platform provider and make no representations and/or warranties with respect to,and have no responsibility or liability in connection with,the operation,performance or suitability of,any third-party benefit or insurance product or service available for enrollment,registration, use or connection through the Service.CentralSquare is not responsible for accuracy of the data communicated to any third-party providers. 3. Customer agrees not to provide to CentralSquare or through the Service any payroll information or entries which violate the laws or regulations of the United States or of any state or jurisdiction in which Customer does business. Customer agrees to be in compliance with all National Automated Clearing House Association("Nacha")Operating Rules and Guidelines and to notify CentralSquare in advance if any transactions would be considered International ACH Transactions("IATs"). CentralSquare will not process IATs. CentralSquare and the originating financial institution maintain the right to audit compliance with this Agreement and to terminate this Agreement for noncompliance with the Nacha Operating Rules and Guidelines. Support: 1. Implementation. UKG will configure the Services utilizing scheduled remote resources.Software module configuration will be based on information and workflows obtained from Customer during the discovery portion of the implementation. Customer shall provide UKG with necessary configuration-related information in a timely manner to ensure that mutually agreed implementation schedules are met. At the end of the implementation process,UKG will provide Customer with all required information,such as processes and login information,for technical support,updates to the Service,and all other such information, CST-2025-103201 Docusign Envelope ID E61629B1-3004-45A3-84FD-AA5169514C23 2. Standard Support. UKG will provide telephone support 8:00 a.m. to 5:00 p.m., local time, Monday — Friday. Customers also shall be provided the capability to log questions online via the UKG Customer Portal. 3. Equipment Support If Equipment is rented or purchased in accordance with this agreement, UKG will provide the following Depot Exchange Support Services to Customer: (a) Upon the failure of installed Equipment,Customer shall notify UKG of such failure and UKG will provide remote fault isolation at the FRU(Field Replacement Unit)or subassembly level and attempt to resolve the problem.Those failures determined by UKG to be Equipment related shall be dispatched to a UKG Depot Repair Center,and Customer will be provided with a Return Material Authorization Number (RMA)for the failed Equipment if Customer is to return the failed Equipment to UKG,as reasonably determined by UKG.Customer must return the failed Equipment with the supplied RMA number.Hours of operation,locations and other information related to UKG'Depot Repair Centers are available upon request and are subject to change.Return and repair procedures for failed Equipment shall be provided based on the Depot option-Depot Exchange or Depot Repair-selected by Customer on the applicable Order Form and as specified herein and in UKG's then-current Support Services Policies. (b) UKG will provide a replacement for the failed Equipment at the FRU or subassembly level on an"advanced exchange"basis,utilizing a carrier of UKG's choice.Replacement Equipment will be shipped the same day,for delivery to Customer's location as further described in the Support Policies. REPLACEMENT EQUIPMENT MAY BE NEW OR RECONDITIONED.Customer shall specify the address to which the Equipment is to be shipped.All shipments will include the UKG provided RMA designating the applicable UKG Depot Repair Center,as the recipient.Customer,upon receipt of the replacement Equipment from UKG,shall package the defective Equipment in the materials provided by UKG,with the RMA supplied and promptly return failed Equipment directly to UKG. (c) Equipment support also includes Customer access to Equipment service packs via the UKG Customer Portal. CST-2025-103201 Docusign Envelope ID:E61629B1-3004-45A3-84FD-AA5169514C23 Schedule A License Terms Required The City of Elgin, Illinois("Customer")agrees: 15. to operate and process the Software and use the Service for its own internal business purposes only, without the right to further sublicense; 16. not to decompile,disassemble or reverse engineer the Software; 17. that the license to use the Software and the Service is i) limited based upon authorized Usage;or ii)with regard to the TeleStaff Cloud Service, limited based upon the number of employees set forth as the quantity on the applicable Order Form(s)for the TeleStaff Cloud Service,and to agree to use the TeleStaff Cloud Service only for the number of employees stated on the total of all Order Forms for the TeleStaff Cloud Service for that particular Customer,and to agree not to increase the number of employees using the TeleStaff Cloud Service unless Customer enters into an additional Order Form that will permit the Customer to use the TeleStaff Cloud Service for more employees; 18. not permit use of the Software or the Service (including timesharing or networking use) by any third party (other than Customer itself); 19. not remove the Equipment from the place of original installation without Partner's prior written consent nor sell or encumber the Equipment; 20. to grant permission to combine Customer's business data with that of other customers in a manner that does not identify the Customer or any individual in order to evaluate and improve the services offered to customers; 21. that the sublicense agreement inures to the benefit of the licensors of software and other applications, and that such licensors may directly enforce the terms of the sublicense agreement in order to protect their interests in the Software and the Service. 22. to take all reasonable steps to ensure that no unauthorized persons have access to the Service, and to ensure that no persons authorized to have such access shall take any action that would be in violation of this Agreement; 23. to ensure that the Customer has the right to publish and disclose the data and other content Customer includes in the Service, and that the Content will not (i) infringe or violate any third-party right, including (but not limited to) intellectual property, privacy, or publicity rights; (ii) be abusive, profane, or offensive to a reasonable person;or(iii)be hateful or threatening; 24. that Customer shall not(i)use,or allow the use of,the Service or the Content in contravention of any federal,state,local,foreign or other applicable law, or rules or regulations of regulatory or administrative organizations; (ii) introduce into the Service any virus or other code or routine intended to disrupt or damage the Service, or alter, damage, delete, retrieve, or record information about the Service or its users; (iii) excessively overload the systems used to provide the Service; (iv)perform any security integrity review, penetration test, load test, denial of service simulation or vulnerability scan (including without limitation the use any tool designed to automatically emulate the actions of a human user in connection with such testing);or(v)otherwise act in a fraudulent,malicious or negligent manner when using the Service; 25. to comply with the minimum security requirements for using the Service as reasonably determined by Partner; CST-2025-103201 Docusign Envelope ID:E61629B1-3004-45A3-84FD-AA5169514C23 26. that when using and applying the information generated by the Services,Customer is responsible for ensuring that Customer complies with the applicable requirements of federal and state law; 27. that if Customer is using any payroll service hereunder: (i)Customer is solely responsible for the content and accuracy of all reports and documents prepared in whole or in part by using such Service, (ii) using such Service does not release Customer of any professional obligation concerning the preparation and review of such reports and documents, (iii) Customer does not rely upon the Service provider or its third party licensor(s)for any advice or guidance regarding compliance with federal and state laws or the appropriate tax treatment of items reflected on such reports or documents,and(iv) Customer will review any calculations made by using such Service to satisfy itself that those calculations are correct. 28. that Customer will acknowledge and agree that no person nor entity not a party to this Agreement will be a third party beneficiary of any provision of this Agreement and, by way of further clarification,none of its employees or other personnel is an intended beneficiary with respect to the payroll or other services provided in connection with the Service or Software;and 29. that Customer will acknowledge and agree that use of the Service includes the ability to enter into agreements and/or to make transactions electronically.As such,the following provision will be included in Partner's agreement with the Customer: "Use of the Service includes the ability to enter into agreements and/or to make transactions electronically.CUSTOMER ACKNOWLEDGES THAT WHEN IT INDICATES ACCEPTANCE OF AN AGREEMENT AND/OR TRANSACTION ELECTRONICALLY, THAT ACCEPTANCE WILL CONSTITUTE ITS LEGAL AGREEMENT AND INTENT TO BE BOUND BY AND TO PAY FOR SUCH AGREEMENTS AND TRANSACTIONS. THIS ACKNOWLEDGEMENT THAT CUSTOMER INTENDS TO BE BOUND BY SUCH ELECTRONIC ACCEPTANCE APPLIES TO ALL AGREEMENTS AND TRANSACTIONS CUSTOMER ENTERS INTO THROUGH THE SERVICE, SUCH AS ORDERS, CONTRACTS, STATEMENTS OF WORK, AND NOTICES OF CANCELLATION. If Customer has purchased Carrier Connectivity, Financial Connectivity and/or COBRA Link offerings, Customer agrees: 4. that Customer agrees to receive electronic communications relating to Customer's use of the Service. Partner may communicate with Customer by email or by posting notices within the Service.Customer agrees that all agreements,notices,disclosures and other communications that are provided to Customer electronically satisfy any legal requirement that such communications be in writing.All notices intended for receipt by Customer will be deemed delivered and effective when sent to the email address that Customer provides within the Service.By creating an account,submitting information or otherwise providing Customer's email address,postal address or phone number,Customer is agreeing that Partner or the Partner's agents may contact Customer at that address or number. 5. that Partner and Partner's agents are a technology platform provider and make no representations and/or warranties with respect to,and have no responsibility or liability in connection with,the operation, performance or suitability of,any third-party benefit or insurance product or service available for enrollment,registration,use or connection through the Service.Partner is not responsible for accuracy of the data communicated to any third-party providers. 6. That Customer agrees not to provide to Partner or through the Service any payroll information or entries which violate the laws or regulations of the United States or of any state or jurisdiction in which Customer does business. Customer agrees to be in compliance with all National Automated Clearing House Association("Nacha")Operating Rules and Guidelines and to notify Partner in advance if any transactions would be considered International ACH Transactions("IATs"). Partner will not process IATs. Partner and CST-2025-103201 Docusign Envelope ID:E61629B1-3004-45A3-84FD-AA5169514C23 the originating financial institution maintain the right to audit compliance with this Agreement and to terminate this Agreement for noncompliance with the Nacha Operating Rules and Guidelines. CST-2025-103201