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MSA v2024.08.28 US.EN US Public Sector Page 9 of 19
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<br />-%XVLQHVV$XWR ௗ1 million combined single limit bodily injury and property damage liability.
<br />- Umbrella Liability ௗPLOOLRQDJJUHJDWHPLOOLRQSHURFFXUUHQFHThe Umbrella Liability policy shall be follow-
<br />form to the underlying commercial general liability and automobile liability policies.
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<br />Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by UKG in this
<br />agreement.
<br />The limits of liability for commercial general liability and automobile liability may be provided through a combination of
<br />primary and umbrella or excess liability policies provided each policy complies with the requirements set forth in this
<br />agreement. Excess policies shall be follow-form to the underlying policies. Umbrella or excess policies shall include City
<br />and its officers, officials, employees, agents, and volunteers as additional insured.
<br />UKG will provide to Customer certificates of insurance and applicable above-mentioned blanket endorsements to
<br />Customer upon execution of this Agreement; and upon request by the Customer.
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<br />11.City Requirements
<br />11.1 Business License. If required for the performance of Services under an Order, UKG will obtain and maintain a
<br />City of Redwood City Business License for the term of the Agreement, including any extension terms.
<br />11.2 Conflict of Interest. If disclosure under the Political Reform Act and Customer’s Conflict of Interest Code is
<br />required of UKG or any UKG personnel, UKG or UKG personnel will complete and file with the City Clerk of Customer the
<br />Statement of Economic Interests Form 700. UKG, for UKG and on behalf of all UKG personnel, as of the effective date and
<br />to its knowledge no interest, present or contemplated, in the projects affected by this Agreement which would require
<br />disclosure under the Political Reform Act. UKG nor any UKG personnel as of the Effective Date and to its knowledge have
<br />any ancillary real property, business interests or income that will be affected by this Agreement or, alternatively, that UKG
<br />will file with Customer an affidavit disclosing this interest.
<br />11.3 Discrimination and Harassment Prohibited. UKG will comply with all Applicable Laws prohibiting discrimination
<br />and harassment.
<br />11.4 Claims and Lawsuits. UKG acknowledges that if a false claim is submitted to Customer by UKG, UKG may be
<br />subject to criminal prosecution for fraud. UKG also acknowledges that California Government Code sections 12650 et seq.
<br />(the False Claims Act), as amended, applies to this Agreement and provides for civil penalties where a person knowingly
<br />submits a false claim to a public entity. If allowed under the False Claims Act, Customer may seek to recover penalties
<br />pursuant to the False Claims Act (subject to the Limitations of Liability under this Agreement), it is entitled to recover its
<br />litigation costs, including attorney's fees. To the extent allowed under the False Claims Act, UKG acknowledges that the
<br />filing of a false claim may subject UKG to an administrative debarment proceeding. As a result of such proceeding, UKG
<br />acknowledges that disbarment by another jurisdiction is grounds for City to terminate this Agreement.
<br />11.5 Electronic Signatures. If Customer and UKG agree, electronic signatures may be used in place of original
<br />signatures on this Agreement. Each party intends to be bound by the signatures on the electronic document, is aware that
<br />the other party will rely on the electronic signatures, and hereby waives any defenses to the enforcement of the terms of this
<br />Agreement based on the use of an electronic signature. After all parties agree to the use of electronic signatures, all parties
<br />must sign the document electronically.
<br />12.Definitions
<br />12.1 “Affiliates”means, as to UKG, those entities that are directly or indirectly controlled by UKG Inc.; and as to Customer,
<br />those Customer entities that directly or indirectly control, are controlled by, or are under common control with Customer.
<br />“Control” (in this context) means the possession, directly or indirectly, of the power to direct or cause the direction of the
<br />management and operating policies of the entity in respect of which the determination is being made through the
<br />ownership of the majority of its voting or equity securities, contract, or otherwise.
<br />12.2 “Applicable Law(s)”means all laws, codes, legislative acts, regulations, ordinances, administrative rules, rules of court,
<br />and court orders applicable to a Party’s respective business.
<br />12.3 “Claim(s)”means any and all notices, charges, claims, proceedings, actions, causes of action and suits.
<br />12.4 “Customer Data”means all content, information, and data Customer inputs into the Subscription Services, including but
<br />not limited to Personal Information.
<br />REV: 01-16-26 MI
<br />ATTY/AGR.2026.009/UKG Kronos LLC (UKG Telestaff transition to Cloud) (Page 9 of 24)
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