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AGREEMENT INFORMATION AGREEMENT NUMBER 25055 NAME/TYPE OF AGREEMENT COBB COUNTY, GA & UKG KRONOS SYSTEMS, LLC DESCRIPTION SUPPLEMENTAL AGREEMENT/CONTRACT NO. 18220 WORKFORCE MANAGEMENT SYSTEMS & RELATED PRODUCTS, SERVICES & SOLUTIONS/MATTER ID: 24-1054 EFFECTIVE DATE ATTESTED BY TODD B. HANNON ATTESTED DATE 6/27/2024 DATE RECEIVED FROM ISSUING DEPT. 6/28/2024 NOTE DOCUSIGN AGREEMENT BY EMAIL CITY OF MIAMI DOCUMENT ROUTING FORM ORIGINATING DEPARTMENT: Department of Procurement DEPT. CONTACT PERSON: Aimee Gandarilla EXT. 1906 NAME OF OTHER CONTRACTUAL PARTY/ENTITY: UKG KRONOS SYSTEMS, LLC F/K/A KRONOS INCORPORATED IS THIS AGREEMENT A RESULT OF A COMPETITIVE PROCUREMENT PROCESS? TOTAL CONTRACT AMOUNT: $ FUNDING INVOLVED? TYPE OF AGREEMENT: ❑ MANAGEMENT AGREEMENT ❑ PROFESSIONAL SERVICES AGREEMENT ❑ GRANT AGREEMENT ❑ EXPERT CONSULTANT AGREEMENT ❑ LICENSE AGREEMENT OTHER: (PLEASE SPECIFY) SUPPLEMENTAL AGREEMENT YES YES ❑ PUBLIC WORKS AGREEMENT ❑ MAINTENANCE AGREEMENT ❑ INTER -LOCAL AGREEMENT ❑ LEASE AGREEMENT ❑ PURCHASE OR SALE AGREEMENT PURPOSE OF ITEM (BRIEF SUMMARY): SUPPLEMENTAL AGREEMENT TO CONTRACT NO. 18220 NO NO BETWEEN COBB COUNTY, GEORGIA AND UKG KRONOS SYSTEMS, LLC F/K/A KRONOS INCORPORATED COMMISSION APPROVAL DATE: FILE ID: ENACTMENT NO.: IF THIS DOES NOT REQUIRE COMMISSION APPROVAL, PLEASE EXPLAIN: 1 1 1 ROUTING INFORMATION Date PLEASE PRINT AND SIGN DIRECTOR OF PROCUREMENT/CHIEF PROCUREMENT OFFICER June 27, 2024 Annie Perez, CPPO 1 16:17:31 EDT SIGNATURE: 777.,., RISK MANAGEMENT June 27, 2024 Ann -Marie Sharpe I 16:18:44 EDT SIGNATURE: ±ram my', CITY ATTORNEY matter 24-1054 June 27, 2024 George K. WEDDong III S��1�,�ES�: ra,orl, lAisoki III ae»aESFEaaz<ee_ ASSISTANT CITY MANAGER, CHIEF FINANCIAL OFFICER June 27, 2024 Larry Spring, CPA I 21:49:09 EDT 6igw SIGNATURE: ityjoln. ASSISTANT CITY MANAGER, CHIEF OF OPERATIONS Barbara Hernandez, MPA SIGNATURE: ASSISTANT CITY MANAGER, CHIEF OF INFRASTRUCTURE Asael Marrero SIGNATURE: DEPUTY CITY MANAGER June 28, 2024 IN1WM:;91ep/590k-Williams SIGNATURE: ed.P-4wat:....., L4.4.4 CITY MANAGER June 28, 2024 a V IA11:23 48 EDT SIGNATURE: a'na CITY CLERK June 28, 2024 IT11:53:3I9OErd DT 3Y SIGNATURE: PLEASE ATTACH THIS ROUTING FORM TO ALL DOCUMENTS THAT REQUIRE EXECUTION BY THE CITY MANAGER DocuSign Envelope ID: 60CE3481-1812-4FC9-8142-10AD0F3F9632 CITY OF MIAMI SUPPLEMENTAL AGREEMENT TO CONTRACT NO. 18220 BETWEEN COBB COUNTY, GEORGIA AND UKG KRONOS SYSTEMS, LLC F/K/A KRONOS INCORPORATED The City of Miami ("City") is utilizing the contract between Cobb County, Georgia ("Cobb") and UKG Kronos Systems, LLC f/k/a Kronos Incorporated, a foreign limited liability company authorized to conduct business in Florida ("Kronos"), for the procurement of individual use licenses and consulting services for Kronos software. Said contract, titled "Contract No. 18220 Workforce Management Systems and Related Products, Services and Solutions," between Cobb and Kronos, made and entered effective as of March 18, 2019, is attached hereto and is incorporated by reference herein ("Contract"). This Supplemental Agreement to the Contract, includes applicable City legal requirements ("Supplement"). The term of the Supplement is set forth in the Contract, which shall be from the effective date of this Supplement through the Initial Term of the applicable Order Form, and may be renewed for up to two (2) additional one (1) year periods upon the mutual written consent of the parties. City acknowledges that since this Supplement will not automatically renew, that as of the expiration/termination date, such expiration is subject to Article 10.2 of Section K of the Contract. 1. All references to "Cobb County" shall be deleted and replaced with the "City of Miami" or the "City" as applicable. 2. All references to "Consultant" or "Contractor" shall be the same as references to "UKG Kronos Systems, LLC" or "Kronos," as applicable. 3. In case of any conflicting language and/or discrepancies between the different parts of the Contract and this Supplement, precedence shall be given in the following descending order of importance: a. This Supplement and its Exhibits; b. Sections A and K of the Contract and any Amendments thereto including their exhibits; and c. The Policies and other Attachments to the Contract 4. Scope of Services: A. Kronos has agreed to provide the Services as further described in this Supplement and as indicated in the attached Exhibit "A", which is comprised of Kronos Quote Nos. 228901, 229062, and 229336. In addition to the Kronos Quotes included in Exhibit A, any future Order which is signed by the parties and makes reference to Page 1 of 14 DocuSign Envelope ID: 60CE3481-1812-4FC9-8142-10AD0F3F9632 this Supplement and the Contract shall be governed by this Supplement and the Contract. For the avoidance of doubt, Kronos shall not subcontract the Services set forth in the attached Exhibit A. B. Kronos represents to the City that: (i) it possesses all qualifications, licenses, certificates, authorizations, and expertise required for the performance of the Services, (ii) it is not delinquent in the payment of any sums due the City, including payment of permits, fees, occupational licenses, etc., nor in the performance of any obligations or payment of any monies to the City; and (iii) each person executing this Supplement on behalf of Kronos has been duly authorized to so execute the same and fully bind Kronos as a party to this Supplement. 4. Section A of the Contract titled, "General Terms and Conditions," Subsection 2 titled "Applicable Laws," is hereby deleted in its entirety and replaced with the following language: A. This Supplement shall be construed and enforced according to the laws of the State of Florida. Venue in any proceedings between the parties shall be in the courts located in Miami -Dade County, Florida. Each party shall bear its own court costs and attorneys' fees. Each party waives any defense, whether asserted by motion or pleading, that the aforementioned courts are an improper or inconvenient venue. Moreover, the parties consent to the personal jurisdiction of the aforementioned courts and irrevocably waive any objections to said jurisdiction. The parties irrevocably, knowingly and voluntarily waive any rights to a jury trial in any action or proceeding between them arising out of this Supplement. B. No waiver or breach of any provision of this Supplement shall constitute a waiver of any subsequent breach of the same or any other provision hereof, and no waiver shall be effective unless made in writing. 5. Section A of the Contract titled, "General Terms and Conditions," Subsection 7 titled "General," Sub -subsection (b) is hereby deleted in its entirety and replaced with the following language: This Supplement cannot be assigned by a Party, whether by operation of law or otherwise, without the prior written consent of the other Party; provided, however, that either Party may assign this Supplement in its entirety (including all Order Forms and Statements of Work) as part of a merger, acquisition, transfer, or sale of all or substantially all of its assets, stock or business, including to an Page 2 of 14 DocuSign Envelope ID: 60CE3481-1812-4FC9-8142-10AD0F3F9632 Affiliate, so long as the assignee agrees to be bound by all of the terms and conditions of this Supplement, the Order Forms, and Statements of Work. This Supplement shall be binding on and inure to the benefit of all permitted predecessors, successors, and assigns of each Party. 6. Section A of the Contract titled, "General Terms and Conditions," Subsection 7 titled "General," Sub -subsection (c) is hereby deleted in its entirety and replaced with the following language: A "Force Majeure Event" shall mean an act of God, act of governmental body or military authority, fire, explosion, power failure, flood, storm, hurricane, sink hole, other natural disasters, epidemic, riot or civil disturbance, war or terrorism, sabotage, insurrection, blockade, or embargo. In the event that either party is delayed in the performance of any act or obligation pursuant to or required by the Supplement by reason of a Force Majeure Event, the time for required completion of such act or obligation shall be extended by the number of days equal to the total number of days, if any, that such party is actually delayed by such Force Majeure Event. The party seeking delay in performance shall give notice to the other party specifying the anticipated duration of the delay, and if such delay shall extend beyond the duration specified in such notice, additional notice shall be repeated no less than monthly so long as such delay due to a Force Majeure Event continues. Any party seeking delay in performance due to a Force Majeure Event shall use its reasonable best efforts to rectify any condition causing such delay and shall cooperate with the other party to overcome any delay that has resulted. 7. Section A of the Contract titled, "General Terms and Conditions," Subsection 7 titled "General," Sub -subsection (d) is hereby deleted in its entirety and replaced with the following language: All notices or other communications required under this Supplement shall be in writing and shall be given by hand -delivery or by registered or certified U.S. Mail, return receipt requested, addressed to the other party at the address indicated herein or to such other address as a party may designate by notice given as herein provided. Notice shall be deemed given on the day on which personally delivered; or, if by mail, on the date of actual receipt. TO KRONOS: TO THE CITY OF MIAMI: Page 3 of 14 DocuSign Envelope ID: 60CE3481-1812-4FC9-8142-10AD0F3F9632 Arthur Noriega V City Manager City of Miami 444 S.W. 2nd Avenue, 10th Floor Miami, FL 33130-1910 George K. Wysong III City Attorney City of Miami 444 S.W. 2nd Avenue, 9th Floor Miami, FL 33130-1910 Ann -Marie Sharpe Director of Risk Management City of Miami 444 S.W. 2nd Avenue, 9th Floor Miami, FL 33130-1910 Annie Perez, CPPO Director of Procurement/Chief Procurement Officer City of Miami 444 S.W. 2nd Avenue, 6th Floor Miami, FL 33130-1910 8. Section A of the Contract titled, "General Terms and Conditions," Subsection 8 titled "City Not Liable for Delays," is hereby added with the following language: Kronos hereby understands and agrees that in no event shall the City be liable for, or responsible to Kronos for or on account of, any stoppages or delay(s) in work herein provided for, or any damages whatsoever related thereto, because of any injunction or other legal or equitable proceedings or on account of any delay(s) for any cause over which the City has no control in the event such stoppage or delay renders Kronos unable to provide the Services. 9. Section A of the Contract titled, "General Terms and Conditions," Subsection 9 titled "Compensation," is hereby added with the following language: A. Kronos shall not be entitled to any employment emoluments, and as such, Kronos shall be required to complete Form W-9 prior to execution of this Supplement. Further, Kronos expressly acknowledges that Kronos shall not acquire status, benefits, or rights as a City employee, temporary or permanent, classified or unclassified, by virtue of this Page 4of14 DocuSign Envelope ID: 60CE3481-1812-4FC9-8142-10AD0F3F9632 Supplement. Kronos shall provide the City Manager with the completed Form W-9 at the time of execution of the Supplement. B. Payment will be made within forty-five (45) days after receipt of Krono's invoice for Services performed, which shall be accompanied by sufficient supporting documentation and contain sufficient detail, to allow a proper audit of expenditures, should the City require one to be performed. To the extent applicable, invoices shall be sufficiently detailed so as to comply with the "Florida Prompt Payment Act," §218.70. - 218.79, Florida Statutes and other applicable laws, as may be amended. No advance or future payments shall be made at any time unless otherwise agreed upon in the Order Form. Invoices shall include a detailed description of the Services (or portions thereof) provided, and shall be submitted to the City at the following address: Accounts Payable: Parables@miamigov.com 10. Section A of the Contract titled, "General Terms and Conditions," Subsection 10 titled "Audit and Inspection Rights and Records Retention," is hereby added with the following language: A. Kronos agrees to provide access to the City or to any of its duly authorized representatives, to any contract, billing and invoicing books, documents, papers, and records of Kronos which are directly pertinent to this Supplement, for the purpose of audit, examination, excerpts, and transcripts. The City may, at reasonable times, at the City's expense and upon thirty (30) days' notice, and for a period of three (3) years following the date of final payment by the City to Kronos under this Supplement, audit and inspect, or cause to be audited and inspected, those contract, billing and invoicing books, documents, papers, and records of Kronos which are solely related to Kronos' performance under this Supplement. Kronos agrees to maintain any and all such contract, billing and invoicing books, documents, papers, and records at its principal place of business for a period of three (3) years after final payment is made under this Supplement and all other pending matters are closed. Kronos' failure to adhere to, or refusal to comply with, this condition shall result in the immediate cancellation of this Supplement by the City. The audit provisions set forth 18-102 of the Code of the City of Miami, Florida as same may be amended or supplemented, from time to time, are applicable to this Supplement. 10. Audit rights B. Kronos shall demonstrate appropriate technical and organizational measures to Page 5 of 14 DocuSign Envelope ID: 60CE3481-1812-4FC9-8142-10AD0F3F9632 Customer throughout the term. Customer may exercise such audit right either personally or by appointing a third party that is bound by appropriate obligations of confidentiality and acceptable to Kronos. Customer may exercise such audit right on an annual basis with reasonable notice. Any such audits shall be limited to a robust customer due diligence package consisting of details on Kronos' information security/risk practices, examination of the results of the annual AICPA SSAE 18 SOC 1 and SOC 2 Type II audits conducted by an independent third party, executive summaries of the annual penetration test results or verification of such testing through the SOC 2 report for Core Subscription Services, and reasonable access to knowledgeable personnel to discuss the controls in place, including a meeting at Kronos corporate headquarters. In the event Customer requests support or information beyond the content described above, then, upon customer's audit request, the Parties will mutually agree on the terms of the audit plan, which shall include details regarding the scope, duration, fees, and scheduling of the audit. In no event shall Customer or its designees be permitted to access Kronos systems, network servers, scan summaries or activities logs. 11. Section A of the Contract titled, "General Terms and Conditions," Subsection 11 titled "Award of Agreement," is hereby added with the following language: Kronos agrees to the best of its knowledge that it has not employed or retained any person or company employed by the City to solicit or secure this Supplement and that it has not offered to pay, paid, or agreed to pay any person any fee, commission, percentage, brokerage fee, or gift of any kind contingent upon or in connection with, the award of this Supplement. 12. Section A of the Contract titled, "General Terms and Conditions," Subsection 12 titled "Public Records," is hereby added with the following language: A. Kronos understands that the public shall have access, at all reasonable times, to all documents and information pertaining to City agreements and supplements, subject to the provisions of Chapter 119, Florida Statutes, and agrees to allow access by the City and the public to all documents subject to disclosure under applicable laws. Kronos' failure or refusal to comply with the provisions of this section shall result in the immediate cancellation of this Supplement by the City. Page 6 of 14 DocuSign Envelope ID: 60CE3481-1812-4FC9-8142-10AD0F3F9632 B. Kronos agrees that if it is acting as a "Contractor" as defined in the Section 119.0701, F.S. under this Supplement, it shall additionally comply with Section 119.0701, Florida Statutes, including without limitation: (1) keep and maintain public records required by the City to perform the Services; (2) upon request from the City's custodian of public records, provide the City with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided by Chapter 119, Florida Statutes, or as otherwise provided by law; (3) ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if Kronos does not transfer the records to the City; (4) Upon completion of the contract, transfer, at no cost, to the City all public records in its possession or keep and maintain public records required by the City to perform the service. If Kronos transfers all public records to the City upon completion of the contract, Kronos shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If Kronos keeps and maintains public records upon completion of the contract, Kronos shall meet all applicable requirements for retaining public records. All electronically stored records must be provided to the City, upon request from the City's custodian of public records, in a format compatible with the City's information technology systems. Notwithstanding the foregoing, Kronos shall be permitted to retain any public records that make up part of its work product solely as required for archival purposes, as required by law, or to evidence compliance with the terms of the Supplement. C. SHOULD KRONOS DETERMINE TO DISPUTE ANY PUBLIC ACCESS PROVISION REQUIRED BY FLORIDA STATUTES, THEN KRONOS SHALL DO SO AT ITS OWN EXPENSE AND AT NO COST TO THE CITY. IF KRONOS HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO KRONOS' DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS SUPPLMENT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT (305) 416-1800, VIA EMAIL AT PUBLICRECORDSAMIAMIGOV.COM, OR REGULAR MAIL AT CITY OF MIAMI OFFICE OF THE CITY ATTORNEY, 444 S.W. 2ND AVENUE, 9TH FLOOR, MIAMI, FL 33130. KRONOS MAY ALSO CONTACT THE RECORDS CUSTODIAN AT THE CITY OF MIAMI DEPARTMENT WHO IS ADMINISTERING THIS SUPPLEMENT. Page 7 of 14 DocuSign Envelope ID: 60CE3481-1812-4FC9-8142-10AD0F3F9632 13. Section A of the Contract titled, "General Terms and Conditions," Subsection 14 titled "Nondiscrimination, Equal Employment Opportunity, and Americans with Disabilities Act," is hereby added with the following language: Kronos is committed to providing our customers with HCM SaaS solutions that are accessible to users regardless of age, ability, or situation. Kronos endeavors to exceed minimum accessibility requirements of WCAG 2.2 AA with its Kronos product lines. Kronos prioritizes the employee experience top use cases to align with the minimum standards, and will endeavor to update the remainder of the product over time to meet the minimum standards. Kronos shall provide an Accessibility Conformance Report (ACR) specific to product(s) as requested, within 60 days of the request, that will identify the remediation progress per release. Kronos shall make commercially reasonable efforts to (i) resolve reported accessibility issues which were not already identified by the applicable ACR; and (ii) to prioritize major barriers for our customer in our accessibility roadmap. Additionally, upon Customer's request, Kronos shall meet with Customer to review its accessibility roadmap, provide updates on its progress towards meeting stated accessibility objectives, and discuss approaches to address accessibility priorities and applicable challenges identified by Customer. In connection with the conduct of its business, including performance of services and employment of personnel, Kronos shall not discriminate against any person on the basis of race, age, religion, color, gender, gender identity, sexual orientation, national origin, marital status, physical or mental disability, political affiliation, or any other factor which cannot be lawfully used. All persons having appropriate qualifications shall be afforded equal opportunity for employment. 14. Section A of the Contract titled, "General Terms and Conditions," Subsection 15 titled "Miscellaneous Provisions," is hereby added with the following language: A. Nothing contained in this Supplement is in any way intended to be a waiver of the limitation placed upon the lndemnitees' liability as set forth in Chapter 768, Florida Statutes. Additionally, the Indemnitees do not waive sovereign immunity, and no claim or award against the Indemnitees shall include attorney's fees, investigative costs, pre -suit or adjusting costs, or pre -judgment interest. Page 8 of 14 DocuSign Envelope ID: 60CE3481-1812-4FC9-8142-10AD0F3F9632 15. Section A of the Contract titled, "General Terms and Conditions," Subsection 16 titled "Independent Contractors," is hereby added with the following language: Kronos has been procured and is engaged to provide Services to the City as an independent contractor, and not as an agent or employee of the City. Accordingly, neither Kronos, nor its employees, shall attain, nor be entitled to, any rights or benefits under the Civil Service or Pension Ordinances of the City, nor any rights generally afforded classified or unclassified employees. Kronos further understands that Florida Workers' Compensation benefits available to employees of the City are not available to Kronos or its employees. Kronos further understands and agrees that Kronos' use or entry upon City properties shall not in any way change its or their status as an independent contractor. 16. Section A of the Contract titled, "General Terms and Conditions," Subsection 17 titled "Contingency Clause," is hereby added with the following language: Funding for this Supplement is contingent on the availability of funds and continued authorization for program activities and the Supplement is subject to amendment or termination due to lack of funds, reduction of funds, failure to allocate or appropriate funds, and/or change in applicable laws or regulations, upon thirty (30) days written notice. 17. Section A of the Contract titled, "General Terms and Conditions," Subsection 18 titled "Use of Name," is hereby added with the following language: Kronos understands and agrees that the City is not engaged in research for advertising, sales promotion, or other publicity purposes. Kronos is allowed, within the limited scope of normal and customary marketing and promotion of its work, to use the general results of this project and the name of the City. Kronos agrees to protect any confidential information provided by the City and will not release information of a specific nature without prior written consent of the City Manager or the City Commission. 18. Section A of the Contract titled, "General Terms and Conditions," Subsection 19 titled "No Conflict of Interest," is hereby added with the following language: Pursuant to City of Miami Code Section 2-611, as amended ("City Code"), regarding conflicts of interest, Kronos hereby certifies, to the best of its knowledge, to the City that no individual member of Kronos and no Kronos employee under this Supplement nor any immediate family member of any of the same is also a City employee or a member of any board, commission, Page 9 of 14 DocuSign Envelope ID: 60CE3481-1812-4FC9-8142-10AD0F3F9632 or agency of the City. Kronos hereby agrees that throughout the term of this Supplement, Kronos and its employees, will abide by this prohibition of the City Code. Kronos additionally agrees during the term of this Supplement not to serve as a paid expert witness, affiant or otherwise furnish evidence adverse to the City in a claim brought against the City by any third party. 19. Section A of the Contract titled, "General Terms and Conditions," Subsection 20 titled "No Third -Party Beneficiary," is hereby added with the following language: No persons other than the Kronos and the City (and their successors and assigns) shall have any rights whatsoever under this Supplement. 20. Section A of the Contract titled, "General Terms and Conditions," Subsection 21 titled "Survival," is hereby added with the following language: All obligations (including, but not limited to, indemnity and obligations to defend and hold harmless) and rights of any party arising during or attributable to the period prior to expiration or earlier termination of this Supplement shall survive such expiration or earlier termination. 21. Section A of the Contract titled, "General Terms and Conditions," Subsection 23 titled "Counterparts, Electronic Signatures," is hereby added with the following language: This Supplement may be executed in counterparts, each of which shall be an original as against either Party whose signature appears thereon, but all of which taken together shall constitute but one and the same instrument. An executed facsimile or electronic scanned copy of this Supplement shall have the same force and effect as an original. The parties shall be entitled to sign and transmit an electronic signature on this Supplement (whether by facsimile, PDF or other email transmission), which signature shall be binding on the party whose name is contained therein. Any party providing an electronic signature agrees to promptly execute and deliver to the other parties an original signed Supplement upon request. 22. Section A of the Contract titled, "General Terms and Conditions," Subsection 24 titled "Entire Agreement," is hereby added with the following language: This instrument and its exhibits constitute the sole and only agreement of the parties relating to the subject matter hereof and correctly sets forth the rights, duties, and obligations of each Page 10 of 14 DocuSign Envelope ID: 60CE3481-1812-4FC9-8142-10AD0F3F9632 to the other as of its date. Any prior agreements, promises, negotiations, or representations not expressly set forth in this Supplement are of no force or effect. 23. Section A of the Contract titled, "General Terms and Conditions," Subsection 25 titled "Insurance," is hereby added with the following language: The following are the minimum required insurance limits and may not be construed or otherwise interpreted to limit or restrict Kronos' indemnification obligations pursuant to this Supplement: I. Commercial General Liability A. Limits of Liability Each Occurrence General Aggregate Limit Personal and Adv. Injury Products/Completed Operations B. Endorsements Required $1,000,000.00 $2,000,000.00 $1,000,000.00 $1,000,000.00 City of Miami listed as additional insured under the Commercial General Liability Policy only II. Business Automobile Liability A. Limits of Liability Combined Single Limit Owned/Scheduled Autos Including Hired, Borrowed or Non -Owned Autos Any One Accident $1,000,000.00 III. Worker's Compensation Limits of Liability Statutory -State of Florida Employer's Liability A. Limits of Liability $100,000.00 for bodily injury caused by an accident, each accident $100,000.00 for bodily injury caused by disease, each employee Page 11 of 14 DocuSign Envelope ID: 60CE3481-1812-4FC9-8142-10AD0F3F9632 $500,000.00 for bodily injury caused by disease, policy limit IV. Professional Liability/Errors and Omissions Coverage Combined Single Limit Each Claim General Aggregate Limit $1,000,000.00 $1,000,000.00 Companies authorized to do business in the State of Florida, with the following qualifications, shall issue all insurance policies required above: The company must be rated no less than "A-" as to management, and no less than "Class V" as to Financial Strength, by the latest edition of Best's Insurance Guide, published by A.M. Best Company, Oldwick, New Jersey, or its equivalent. All policies and/or certificates of insurance are subject to review and verification by Risk Management prior to insurance approval. 24. Section A of the Aqreement titled, "General Terms and Conditions," Subsection 26 titled, "E-Verify Employment Verification," is hereby added with the following language: By entering into this Supplement, Kronos is obligated to comply with the provisions of Section 448.095, Florida Statutes, as amended, titled "Employment Eligibility." Kronos affirms that Kronos has registered and uses the U.S. Department of Homeland Security's E- Verify system to verify the work authorization status of all new employees of Kronos. Registration information is available at: http://www.uscis.gov/e-verify. If the City has a good faith belief that Kronos has knowingly violated Section 448.09(1), Florida Statutes, then the City shall terminate this Supplement in accordance with Section 448.095(5)(c), Florida Statutes. In the event of such termination, Kronos agrees and acknowledges that it may not be awarded a public contract for at least one (1) year from the date of such termination. Any challenge to termination under this provision must be filed in the Circuit or County Court by the City or Kronos no later than twenty (20) calendar days after the date of Supplement termination. (SIGNATURE PAGE TO FOLLOW) Page 12 of 14 DocuSign Envelope ID: 60CE3481-1812-4FC9-8142-10AD0F3F9632 IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their respective officials thereunto duly authorized, this the day and year above written. ATTEST: By: Name: Title: —DocuSigned by: ,�,��"" KLIOVlCe. Pvtji»r `— 7 E4 599 F 8AC 594 5 F... Fabrice Pajot Mgr. Order Processing ATTEST: By: Todd B. Hannon "Kronos" UKG KRONOS SYSTEMS, LLC F/K/A KRONOS INCORPORATED, a foreign limited liability company authorized to conduct business in Florida DocuSigned by: aunts 94941C4ACF5D4C4... By: Chris Todd Name: President Title: "City" CITY OF MIAMI, a Florida municipal corporation DocuSigned by: By: C 14" Arthur Noriega V City Clerk City Manager APPROVED AS TO LEGAL FORM AND APPROVED AS TO INSURANCE CORRECTNESS: By: [� ary fob Misow) III George K. Wysong III 24-1054 REQUIREMENTS: By: T I^aU�C r�wvy C Ann -Marie Sharpe, Director City Attorney Risk Management Page 13 of 14 UKG Kronos Systems, LLC 900 Chelmsford Street Lowell, MA 01851 T: 978-250-9800 ukg.com June 26, 2024 Certificate of Authority 'v KG The undersigned, being the duly elected and authorized Manager of UKG Kronos Systems, LLC, a Massachusetts limited liability company (the "Company") with its corporate headquarters at 900 Chelmsford Street, Lowell, Massachusetts 01851, hereby certifies (i) that Christopher Todd is the duly elected and authorized President and Secretary of the Company, and (ii) that Christopher Todd is hereby authorized and directed to execute the Supplement in the name of this Company and to execute any other document and perform any acts in connection therewith as may be required to accomplish its purpose. John A. Butler Manager DocuSign Envelope ID: 60CE3481-1812-4FC9-8142-10AD0F3F9632 Quote#: Q-229062 Page 1/4 uKG Quote#: Q-229062 Expires: 28 Jun, 2024 Sales Executive: Nikki Kirkpatrick Effective Date: Effective as of the date of last signature of this Order Order Type: Quote Date: 13 May, 2024 Customer Legal Name: CITY OF MIAMI Customer Legal Address: 444 SW 2ND AVENUE, MIAMI, FL 33130 USA Bill To: CITY OF MIAMI 444 SW 2ND AVENUE MIAMI, FL 33130 USA Bill To Contact: Ship To: CITY OF MIAMI 444 SW 2ND AVENUE MIAMI, FL 33130 USA Ship To Contact: Triveni Chircut Ship to Phone: (305) 416-1648 Ship to Mobile: Contact: Triveni Chircut Email: tchircut@miamigov.com Currency: USD Customer PO Number: Solution ID: 6009031 Initial Term: 12 months Uplift Percent: 4 % Billing Start Date: Upon Signature of Order Form Data Center Location: USA Shipping Terms: Shipping Point Ship Method: FedEx Ground Freight Term: Prepay & Add Renewal Term: Does Not Auto Renew Payment Terms: Net 45 Days Suihscrintinn Services Billing Frequency: Annual in Advance Subscription Service UKG PRO TIMEKEEPING HOURLY 5,000 USD 4.10 USD 20,500.00 UKG PRO WFM INTEGRATION TO UKG TELESTAFF 1,850 USD 0.00 USD 0.00 Total Price USD 20,500.00 lJ I<G UKG Kronos Systems LLC 900 Chelmsford Street Lowell, MA O1851 DocuSign Envelope ID: 60CE3481-1812-4FC9-8142-10AD0F3F9632 Quote#: Q-229062 Page 2/4 Professional Services - Bill As You Go Services Billing Frequency: Billed monthly as delivered Professional Services - Bill As You Go Services Billing Role Quantity Unit Price Total Price TSG Professional Services Solution Consultant 490 USD 175.00 USD 85,750.00 TSG Professional Services Project Manager 60 USD 175.00 USD 10,500.00 TSG Technical Services Technology Consultant 60 USD 175.00 USD 10,500.00 UKG PRO WFM ONBOARDING SERVICES ENTERPRISE Third Party Provider 28 USD 175.00 USD 4,900.00 UKG PRO WFM ONBOARDING SERVICES ENTERPRISE Project Manager 270 USD 175.00 USD 47,250.00 UKG PRO WFM ONBOARDING SERVICES ENTERPRISE Solution Consultant 386 USD 175.00 USD 67,550.00 UKG PRO WFM ONBOARDING SERVICES ENTERPRISE Technology Consultant 87 USD 175.00 USD 15,225.00 UKG PRO WFM ONBOARDING SERVICES ENTERPRISE Integration Consultant 300 USD 175.00 USD 52,500.00 UKG PRO WORKFORCE MANAGEMENT ADVANCED TESTING SERVICES Test Consultant 160 USD 175.00 USD 28,000.00 UKG PRO WORKFORCE MANAGEMENT INTEGRATION BUILD SERVICES Integration Build Consultant 112 USD 110.00 USD 12,320.00 UKG PRO WORKFORCE MANAGEMENT USER ADOPTION SERVICES User Adoption Consultant 125 USD 175.00 USD 21,875.00 UKG PRO WORKFORCE MANAGEMENT EDUCATION CONSULTING User Adoption Consultant 24 USD 175.00 USD 4,200.00 Total Price USD 360,570.00 Quote Summary Item Total Monthly SaaS and Equipment Rental Fees Total Price USD 20,500.00 Item Total Bill As You Go Services Total Price USD 360,570.00 Order Notes: This order entered into between the Customer and UKG Kronos Systems LLC (formerly known as Kronos Incorporated) is subject to the terms and conditions of the Master Agreement Reference #18220 dated March 18th, 2019, between the Lead Agency (acting as "Owner") and Kronos Incorporated (as the "Contractor"), as amended (collectively referred to as the "US Communities Agreement #18220"). The parties agree that Customer is migrating from their existing Workforce Central Software as a Service applications (the "Existing Applications") to the UKG Pro Workforce Management Software as a Service offering ("Pro WFM"). Customer's Software as a Service Agreement governing the Existing Applications will continue for up to two payroll cycles within 60 days after migration to Pro WFM, but EKG UKG Kronos Systems LLC 900 Chelmsford Street Lowell, MA 01851 DocuSign Envelope ID: 60CE3481-1812-4FC9-8142-10AD0F3F9632 Quote#: Q-229062 Page 3/4 in no event beyond December 31, 2025. After such period, Customer's rights to use the Existing Applications will be terminated, unless otherwise noted herein. Pro WFM Monthly Service Fees shall be invoiced at the Billing Frequency indicated on this Order Form, commencing on the Billing Start Date. As of the Billing Start Date, UKG will credit Customer for any pre -paid but unused Monthly Service Fees for Existing Applications being migrated. Customer may apply credits against any amounts owed to UKG by Customer until such credit is expended. Customer understands that they remain responsible for payment of Monthly Service Fees on the Existing Applications until the Pro WFM Billing Start Date. Before including any health related questions in UKG Pro Timekeeping please consult with your legal counsel to ensure you are compliant with applicable privacy laws and regulations. The Statement of Work for Migration Launch Services for City of Miami attached to this order form is incorporated herein by reference Li KG UKG Kronos Systems LLC 900 Chelmsford Street Lowell, MA O1851 DocuSign Envelope ID: 60CE3481-1812-4FC9-8142-10AD0F3F9632 Quote#: Q-229062 Page 4/4 IN WITNESS WHEREOF, the parties have caused this Order to be executed by their authorized representatives and shall be effective as of the date of the last signature below. CITY OF MIAMI UKG Kronos Systems LLC Signature: Signature: Name: Name: Title: Title: Date: Date: ,—DocuSigned by: aufts `— 94941 C4ACF5D4C4... Chris Todd President 26-Jun, 2024 The monthly price on this Order has been rounded to two decimal places for display purposes. As many as eight decimal places may be present in the actual price. Due to the rounding calculations, the actual price may not display as expected when displayed on your Order. Nonetheless, the actual price on your invoice is the true and binding total for this Order for purposes of amounts owed for the term. UKG is aligning our product brand and announcing that the UKG Dimensions® and UKG Pro® solutions will be one product suite under the name UKG Pro. Click here to learn more and view examples of current to future names https://www.ukg.com/one-suite#WhatproductnamesarechangingunderUKGDimensions L$KG UKG Kronos Systems LLC 900 Chelmsford Street Lowell, MA O1851 DocuSign Envelope ID: 60CE3481-1812-4FC9-8142-10AD0F3F9632 UKG Dimensions Statement of Work for CITY OF MIAMI This Statement of Work (SOW) outlines the scope of services to be provided by UKG for the implementation of the Subscription Service(s) in the corresponding Order and is subject to the terms and conditions set forth in the UKG Master Services Agreement (MSA) or such other existing underlying agreement between Parties. The scope of services described herein are time and materials and subject to the same terms and conditions as the corresponding Order. Unless otherwise defined herein, words and expressions defined in the Order shall have the same meaning in this Statement of Work. In the event of a conflict or discrepancy between the terms in this SOW and the MSA, the MSA shall prevail. 1. Introduction to Launch UKG's launch methodology provides a framework for how the project will progress during the Customer's deployment. The project team follows this framework to transition the Customer's applicable functions from the legacy provider(s) to the UKG Subscription Service(s). The launch methodology includes the following phases: Launch Phase Description Welcome Requirements This phase involves four basic elements: UKG's internal readiness and team assignments, Customer preparation, a project team initial kick off meeting, and Subscription Service(s) access. This phase includes discovery interviews with the Customer's subject matter experts from different functional areas of the business. Information gathered enables UKG to understand the current system set up, define requirements for the project, and determine the best fit between the Customer's business requirements and the UKG Subscription Service(s). This phase is designed to configure Customer's Subscription Service(s), build interfaces, and, if applicable, Build migrate employee data from the legacy system. This phase also includes unit testing to ensure each iteration delivers a fully configured component of the system. This phase includes the Customer's integration and functional user acceptance testing (UAT) for the applicable Test Application(s). Go Live This phase consists of UKG assisting the Customer with the first live processing, the rollout of the Subscription Service(s) and transition to support. 2. Subscription Service(s) in Scope The following Subscription Services are in scope and will be configured in accordance with the launch methodology and assumptions described in this document. Subscription Service Project Type Go Live Phase UKG Pro Workforce Management Timekeeping UKG Pro Telestaff Enhanced Migration Rebuild/Integration Phase 1 Phase 1 3. Launch Parameters The following parameters support UKG's launch methodology and provide an additional set of considerations as it applies to the Project, the Subscription Service(s), and Professional Services described in this document. Launch Item Guidelines Project Launch and Go Live Phases • An Enhanced Migration launch assumes existing configuration will be migrated from the legacy system including services to introduce or retool existing workflows or policies during the migration. Integrations identified in the Professional Services and Subscription Service(s) Assumptions section of the SOW will be built and the launch of any Net New or previously unconfigured Subscription Services, if purchased, takes place in the Phase 1 or Phase 2 as identified per the Subscription Service(s) in Scope section of the SOW. • The target duration for the Phase 1 Enhanced Migration launch is expected to be 36 working weeks and assumes a single Go Live event for the Phase 1 Subscription Service(s) and integrations. • All Phase 1 launch services end when the agreed upon scope of services is completed or expire 12 months after the Phase 1 project kick-off date, whichever comes first. Additional services, if necessary to complete the Phase 1 launch, will require a separate Service Request. UKG Opp-478506_T1DIM DocuSign Envelope ID: 60CE3481-1812-4FC9-8142-10AD0F3F9632 Launch Item Guidelines • Project timeline and pricing assumes the Customer will have established standardized HR, pay, and time policies/practices for employees included within this Order. It is also assumed the services will be delivered as one continuous project. If any necessary Customer information, access, cooperation and/or personnel is incomplete or delayed, UKG reserves the right to place the project on hold, reassign resources, and amend the quoted pricing accordingly. • Depending upon the preparation and engagement by the Customer, there may be opportunities to complete the project in a compressed duration. If, however, Customer's project resources are unprepared Timeline and or unavailable, the project's duration may need to be extended, increasing the budget required to Pricing complete this SOW. • Any stated project duration is for guidance only and expected to be as set out in this SOW based upon UKG's experience with UKG customers and solutions. • Scope changes are subject to review and may impact the project timeline or cost. If additional work beyond the initial scope of this SOW is needed, a separate Service Request will be required. • UKG's quoted pricing does not include customization to the Subscription Service(s). A customization is defined as any system change that extends the functionality beyond what is provided by the delivered Subscription Service(s). • In the event Customer requires additional UKG interfaces not specified in this SOW, such files will be scoped based upon complexity, delivered after Phase 1 Go Live, and billed at the then current rate. • In the event Customer requires custom reports not specified in this SOW, such reports will be created Interfaces and upon Customer request, delivered after Phase 1 Go Live, and billed at the then current rate. Custom Reports • In the event Customer is live and requires additional consulting services, data conversions, or configuration, those services will be scoped based upon complexity and billed at the then current rate. • UKG will not be responsible for troubleshooting Subscription Service(s), interfaces or hardware not provided by UKG. • The term "Global Employees" applies to employees based outside of the US and Canada • Support for Global Employees is limited to services specifically identified within this SOW. Unless specified, no Subscription Service support for Global Employees will be provided under this SOW. Global Employees • UKG Professional Services will be performed from US/Canada and delivered by English-speaking UKG resources. UKG will work with Customer's US/Canada based project team in conjunction with Customer's local project representatives. • Customer will complete tasks and training as indicated in the Roles and Responsibilities section of this document and as assigned in the final project plan by mutually agreed upon due dates. • UKG will not be responsible for delays caused by Customer's failure to provide adequate resources for Customer Tasks the project or complete tasks and training promptly. and • UKG will communicate with Customer's project manager, the appointed point of contact for Customer on Communication this project. The Customer's project manager will be responsible for all communications and project management among all Customer parties (staff, vendors, consultants) and for the escalation and resolution of any issues for the Customer. • All project tasks are completed through UKG's remote deployment model unless otherwise mutually agreed to in advance or via an authorized service request or work order. Travel expenses are not included and will be invoiced separately as incurred. Travel • The Customer is responsible for airfare, lodging, and related travel expenses incurred while UKG resources are traveling for the Customer's business. All travel and expenses are billed at actual costs incurred. UKG resources will book travel through UKG's preferred travel management company. UKG Opp-478506_T1 DIM DocuSign Envelope ID: 60CE3481-1812-4FC9-8142-10AD0F3F9632 4. Roles, Responsibilities, and Deliverables A successful launch assumes Customer participation throughout each phase of the project. Roles and responsibilities for both UKG and the Customer are described below along with primary launch deliverables and acceptance criteria. Launch Phase UKG Customer Deliverables Welcome • Review Statement of Work (SOW), contract documents and resource assignments with Customer • Facilitate and participate in the kick-off meeting • Assist in defining Customer resources and training plan as part of the project plan • Provide Customer access to the Subscription Service(s) as contracted in the Order Requirements Build Test Go Live • Lead requirements workshop(s) to aid Customer in gathering business requirements • Conduct workshops to define testing strategy • Lead and participate in the documentation of project assumptions, risks, and configuration needs based on completed requirements and UKG recommended configurations • Create project scope document detailing the results of the requirements phase and provide Customer with a detailed project plan • Complete mutually agreed upon UKG configuration tasks and complete unit testing to validate configuration • Share data mapping process and field specifications with Customer • Configure interfaces as defined in this document • Supply technical support for UKG network infrastructure • Assist Customer with interface, system, functional, and conversion (if applicable) User Acceptance testing (UAT) per the defined testing strategy • Resolve Customer -reported defects • Provide production support and post -live support for transition to UKG's Support Services team • Validate Statement of Work (SOW), contract documents and resource assignments • Share project goals/success criteria with UKG project team • Participate in the kick-off meeting • Ensure key project resources attend recommended training course(s) throughout implementation • Participate in requirements and testing strategy workshops • Gather policy/procedure documentation and business use cases to complete data collection process • Describe expected solution, business process(es), and business rules for all employee groups in scope • Facilitate rapid review, feedback, and signoff on all project documentation as required to meet project deadlines • Participate in the documentation of project assumptions, risks, and configuration needs • Complete mutually agreed upon • Customer configuration tasks and complete unit testing to validate configuration • • Provide data translations and field mapping defaults for all required fields • Supply technical support for • system integration/data conversion, system networking and any Customer hardware • Review configuration and agree to proceed to Test phase • Perform interface, system, functional, and conversion (if applicable) User Acceptance testing (UAT) per the defined testing strategy • Report and retest identified defects Statement of Work (SOW) and contract documents reviewed and align with those received with the Order Resource assignments, training plan, and initial project plan delivered and align with project goals/success criteria shared with UKG project team Access to the UKG Subscription Service(s) obtained as contracted in the Order Requirements workshop(s) delivered enabling the data collection process Testing strategy workshop(s) delivered supporting testing strategy definition Document detailing project assumptions, risks, and configuration needs jointly produced Updated project plan delivered detailing activities and primary milestones of the project Unit testing completed and configuration validated for Subscription Service(s) Data mapping process and field specifications shared supporting the provisioning of data necessary for required fields Interfaces are configured and align with those defined in the SOW • User Acceptance testing (UAT) completed and Customer's authorization to proceed to Go Live received • Execute manager and end -user • First live date has been achieved training • Validate Subscription Service(s) and mutually agree to proceed with Go Live UKG Opp-478506_T1DIM DocuSign Envelope ID: 60CE3481-1812-4FC9-8142-10AD0F3F9632 5. Project Team Composition UKG will provide experienced resources and subject matter experts (SMEs) specializing in specific areas of the launch associated with the Subscription Service(s) purchased. UKG may use trained and approved consulting services resources ("Certified Partners") to assist in the performance of the launch or consulting services under the Order. Customer hereby authorizes access by UKG, its affiliates, and Certified Partners to the Customer information necessary to perform such Professional Services which may include access to Customer's Confidential Information and Customer Data. UKG Resource Key Responsibilities Service Manager Project Manager • Act as UKG project sponsor responsible to gain commitment for all project resources • Serve as primary point of contact responsible for achieving project objectives by coordinating with all project resources on the timely completion of project tasks • Develop and manage project schedule. Communicate overall project status and provide project reporting. • Serve as initial point of escalation for all project related issues. Identify and develop project risk mitigation plan and coordinate activities needed for resolution. • Create and deliver all in -scope integrations Integration Consultant • Work together with Customer and 3rd-party vendors (if applicable) to determine requirements for file automation; initiates and manages the setup of data exchange services • Serve as primary point of contact to advise designated Customer resources responsible to support the delivery of change management Workforce Management • Primary point of contact for workforce management subscription services configuration life Consultant cycle per the launch methodology Scheduling Consultant • Primary point of contact for scheduling subscription services configuration life cycle per the launch methodology • Act as advisor and primary point of contact for Subscription Service(s) purchased under this agreement and associated service requests • Complete the configuration life cycle per the launch methodology for Subscription Service(s) in scope The Customer will provide resources and subject matter experts (SMEs) as described below or as otherwise mutually agreed to in the project plan based upon the Subscription Service(s) purchased. User Adoption Consultant Subscription Service Consultant(s) Customer Resource Key Responsibilities Executive Sponsor Project Manager/Lead Education and Change Management Resource Payroll Subject Matter Expert System Administrator Workforce Management Subject Matter Expert Scheduling Subject Matter Expert • Act as Customer project sponsor responsible to gain commitment for all project resources • Provide executive -level support to the project team • Ensure the needs of the project team are well represented and met by the steering committee • Serve as primary point of contact responsible for achieving project objectives by coordinating with Customer project resources on the timely completion of project tasks • Communicate overall project status and provide project reporting to Customer steering committee if applicable • Identify and manage project risks and serve as Customer's initial point of escalation for all project related issues and coordinate activities needed for resolution • Channel the team's activities toward Subscription Service(s) configuration and executing the project • Act as Customer's primary resource and designated decision maker for end user training and change management • Customer's primary payroll representative and designated decision maker • Serve as Customer's primary resource(s) for Subscription Service(s) configuration and on- going system support and knowledge • Customer's primary workforce management representative and designated decision maker • Customer's primary scheduling representative and designated decision maker UKG Opp-478506_T1DIM DocuSign Envelope ID: 60CE3481-1812-4FC9-8142-10AD0F3F9632 Customer Resource Key Responsibilities (UAT) Support Technical Resource Subject Matter Experts (SMEs) • Serve as Customer's primary resource(s) for technical issues related to integrations, network, Subscription Service(s) security, and data conversion when applicable • Provide subject matter expertise pertaining to the Customer's current business processes and policies for functional areas associated with in scope Subscription Service(s) • Act as a primary resource and decision maker regarding Subscription Service(s) configuration • Support Customer's User Acceptance Testing (UAT) effort during the Testing phase per the launch methodology and supplemental testing services, if purchased 6. Professional Services and Subscription Service Assumptions The following Subscription Service and Professional Service assumptions were used to formulate the Order and this SOW. Changes to these assumptions may require a separate Service Request resulting in additional costs and delayed timelines. Professional Training and User Adoption Services Assumptions Training User Adoption — Advise User Adoption Assessment Workshop Train the Trainer Consulting Workshop UKG will: • Provide a product learning plan to prepare your project team during the launch via the UKG Community. Specific courses are required during each phase of the launch to minimize the amount of time between training delivery date and real -life system usage. • Provide access to learning resources like job aids and videos for end users, superusers and administrators. • Provide ongoing, post -live access to formal and informal learning for administrators and superusers to keep up to date with releases, quarter/year end and best practices. UKG will: • Assign a UKG User Adoption Consultant (a Prosci® certified Change Management Practitioner) who will leverage a set of tools and resources to help the Customer develop the change readiness strategy • Provide consulting services to guide the Customer through 6 touchpoints, focused on key change readiness activities • Schedule a change planning touchpoint early in the project to introduce the Customer to UKG tools and change methodology, assess Customer's change readiness and user adoption needs, and to define the timing for remaining touchpoints • Provide Leadership/Sponsorship action and coaching plans, user adoption strategy and day in the life workflows, communication and training plans with tailored template materials, go live checklists and a reinforcement plan UKG will: • Conduct one (1) workshop(s) for up to fifteen (15) participants each to evaluate and assess Customer's user adoption needs • Provide access to user adoption action plan, adaptable change management and user training templates UKG will: • Conduct one (4) workshop(s) for up to fifteen (15) participants each focused on user training delivery for manager and employee roles • Virtual private Timekeeping course for trainers, total length of session up to 4.0 hour(s) • Provide standard hands-on exercises with the most common tasks for managers • Provide access to editable PowerPoint and participant guide from the Manager Tasks and Outcomes course Professional Testing Services Assumptions UKG will: • Provide an overview of the UAT process, including testing tools and the approach to be used for issue management User Acceptance Testing • Supply stock baseline test cases to validate system functionality and provide general guidance to aid the Customer in writing and executing test cases specific to their business • Offer consultation and provide issue support during the testing phase • Secure final confirmation from the Customer to validate system readiness prior to Go Live Testing Essentials UKG will: UKG Opp-478506_T1DIM DocuSign Envelope ID: 60CE3481-1812-4FC9-8142-10AD0F3F9632 Professional Testing Services Assumptions • Direct and advise Customer team on the UKG recommended testing approach and guide the Customer's team in any desired manual testing • Facilitate a regular cadence of testing sessions with Customer Subject Matter Experts and Testers ranging from one (1) to three (3) hours per scheduled day over a 4-week period • Design, run, and review automated functional test case outcomes to accelerate the Customer's validation of their configured solution • Develop and maintain configuration matrix summarizing relationship between design elements and testcases, guiding the Customer in fully understanding what was tested • Develop test schedule and report status of testing (total tests, pass/fail status, etc.) at the end of each session to facilitate system acceptance • Run weekly regression on passed tests to ensure no unexpected changes are introduced • Log and track defects to ensure they are retested by the Customer Customer will: • Provide Testers and Subject Matter Experts (decision makers knowledgeable of policies, contracts, use cases, etc.) • Ensure Testers complete recommended training prior to testing phase • Review, approve, and log defects of test outcomes and retest as needed Professional Integration Services Assumptions Business Data Automation API Empowerment API Integration Templates Flat -File Integration Templates UKG will: • Via a set of automated, recurring integrations, provide the ability to keep UKG Dimensions Workforce Management business structure refreshed as the Customer organization changes to support reorganizations, new locations, acquisitions, divestures, etc. • Support the following data elements: Labor Categories; Labor Category Lists; Labor Category Profiles; Organizational Sets; Employee Groups; Business Structure, Employee Data UKG will deliver the following during Phase 2: • Provide up to eight (32) hours of virtual consulting time across multiple sessions as needed to answer questions, provide guidance, and advise on best practices (service assumes Customer has taken UKG's Introductory API Empowerment course or has agreed -upon equivalent competency). • Consult only on the API layer and not around Customer development engine. It will be assumed that Customer resources are already knowledgeable in the development engine they have chosen. • Share code, if applicable, around API calls that can be inserted into a code base. There will be no application or integration development support provided. UKG will deliver the following templates via joint API technology layers (UKG and third -party) and processed either as a real-time or scheduled event as indicated: • Telestaff Integration package UKG will deliver the following integration templates in addition to those already included with Subscription Services. These will be delivered via encrypted flat file through a secure FTP site and processed as a scheduled event: • 1 Employee Data Import • 1 Payroll Export • 1 Business Structure Recurring Import • 1 Accrual Reset Import Professional Ancillary Services Assumptions UKG Workforce Central Historical Access UKG will: • Provide historical access setup services with upgrade for read-only reporting purposes for Customer's existing instance of Workforce Central. • Provide hardware recommendations and assist with restoring the UKG database on -premise • Install/Upgrade base Workforce Central applications (if applicable) • Move reports (including custom) to the historical environment o Note: Modules such as Workforce Device Manager, Workforce Integration Manager, custom features, and Single Sign On are excluded from the scope. UKG Opp-478506_T1DIM DocuSign Envelope ID: 60CE3481-1812-4FC9-8142-10AD0F3F9632 Subscription Services Assumptions UKG Pro Workforce Management UKG TeleStaff UKG TeleStaff Historical Data Access In addition to migrating the current configuration, UKG will assit in review and reconfigure of: ' Up to 12 employee pay rules (e.g., grouping of overtime, shift premiums, holiday zones, etc.) • Up to 7 CBAs (collective bargaining agreements) • Up to 10 data collection devices (if applicable) ' Two (2) Standard yes/no attestation workflows • Installation of (1) PROD and (1) DEV environment • (1) standardized UKG Dimensions-UKG TeleStaff integration design mapping for one institution • Optimize UKG TeleStaff Design to leverage UKG Dimensions-UKG TeleStaff Integration best practices • System Overview of latest major UKG TeleStaff version • Testing Support for one Institution • Authentication (SSO/LDAP) • Standard integration with UKG Dimensions • One production cutover aligned with UKG Dimensions cutover • Post Go Live Support for 2 pay periods • Assumptions: • A new Production and Development cloud environment will be provisioned to support the latest UKG TeleStaff version • Existing core configuration will be moved to customer's new cloud environment Only the historical data necessary to ensure the staffing rules are correct will be imported into the new database. It is the responsibility of the customer to archive their existing database for historical purposes. Customer transitioning to UKG Dimensions which requires the UKG database be retained for historical reporting of employee information. A copy of the customers production database will be retained on the customer's on -premise historical reporting system. UKG Telestaff functionality will be limited to viewing and reporting purposes. Once the service is completed, UKG does not provide maintenance, full -version upgrades, or service packs to the on -premise system unless mutually agreed at then current rates. UKG will: • Provide hardware recommendations to support the historical system • Assist with restoring the UKG database received from the KPC. • Install base UKG Telestaff / Workforce Planner applications to allow viewing employee records for report running purposes. Modules such as UKG Gateway Manager, UKG Workforce Integration Manager, custom features, and Single Sign On will be omitted from the scope. • Applications installed will be the same UKG version and service pack versions as what was installed in KPC. • Custom Reports will be moved to historical environment. Assumptions: • Customer will provide Hardware, Operating System and Microsoft SQL Server to support Historical system per UKG Guidelines. • Customer will request a copy of their KPC database once they have discontinued collecting additional data into that database and decommissioned from the KPC. Customer will have 15 days from termination to retrieve their data. • UKG will perform the application build and touch test of the historical system. • Customer will perform User Acceptance Testing. 7. Service Requests Requests for changes to this SOW, additional scope, or activities outside of this planned project scope must be submitted to the UKG project manager in writing or in the form of an electronic service request. The following excluded items are considered out of scope and will require a service request ("Excluded Items"): • Material changes in the scope or effort • Material changes in the number or type of deliverables to meet the defined scope of effort • Changes to the project resource requirements • Changes to the launch duration UKG will estimate the time and costs needed to implement the change and its impact on the project's delivery. UKG will perform the requested work once the service request has been completed and signed by the Customer. UKG Opp-478506_T1DIM DocuSign Envelope ID: 60CE3481-1812-4FC9-8142-10AD0F3F9632 Quote#: Q-228901 Page 1/3 uKG Quote#: Q-228901 Expires: 28 Jun, 2024 Sales Executive: Felice Dennison Effective Date: Effective as of the date of last signature of this Order Order Type: Quote Date: 20 Jun, 2024 Customer Legal Name: CITY OF MIAMI POLICE DEPARTMENT Customer Legal Address: 400 NW 2ND AVE, MIAMI, FL 33128 USA Bill To: CITY OF MIAMI POLICE DEPARTMENT 400 NW 2ND AVE MIAMI, FL 33128 USA Bill To Contact: Ship To: CITY OF MIAMI POLICE DEPARTMENT 400 NW 2ND AVE MIAMI, FL 33128 USA Ship To Contact: Triveni Chircut Ship to Phone: (305) 416-1648 Ship to Mobile: Contact: Triveni Chircut Email: tchircut@miamigov.com Currency: USD Customer PO Number: Solution ID: 6122063 Initial Term: 12 months Uplift Percent: 4 % Billing Start Date: October 1, 2024 Data Center Location: USA Shipping Terms: Shipping Point Ship Method: FedEx Ground Freight Term: Prepay & Add Renewal Term: Does Not Auto Renew Payment Terms: Net 45 Days Suihscrintinn Services Billing Frequency: Annual in Advance Subscription Service Qu UKG TELESTAFF CLOUD 1,850 USD 6.10 USD 11,285.00 Total Price USD 11,285.00 kJ KG UKG Kronos Systems LLC 900 Chelmsford Street Lowell, MA O1851 DocuSign Envelope ID: 60CE3481-1812-4FC9-8142-10AD0F3F9632 Quote#: Q-228901 Page 2/3 Quote Summary Item Total Price Total Monthly SaaS and Equipment Rental Fees USD 11,285.001 Order Notes: This Order is entered into between Customer and UKG Kronos Systems LLC (formerly known as Kronos Incorporated), subject to the terms and conditions of the Master Agreement Reference #18220 dated March 18th, 2019, between the Lead Agency (acting as "Owner") and UKG Kronos Systems LLC (as the "Contractor"), as amended ("Contract #18220"). The TeleStaff Cloud Software Application as listed on this Order as subject to the Sections A and K of Contract #18220). By ordering TeleStaff Cloud pursuant to this Order, Customer acknowledges that UKG will transition Customer's use of the existing TeleStaff Applications in the Kronos Private Cloud (KPC) to use of the TeleStaff Cloud Applications in the Google Cloud Platform (GCP). Customer's right to use the existing TeleStaff Applications in KPC will terminate sixty (60) days after go -live of the TeleStaff Cloud Applications set forth on this Order in GCP, but in no event beyond December 31, 2025. UKG TeleStaff Cloud Monthly Service shall be invoiced at the Billing Frequency indicated on this Order Form, commencing on the Billing Start Date. As of the Billing Start Date, UKG will credit any pre -paid but unused TeleStaff Applications in the KPC and apply such credits against any amounts owed to UKG by Customer until such credit is expended. Customer shall pay for the TeleStaff Applications in the KPC fees until the TeleStaff Cloud Billing Start Date. The fees for the Subscription Services are invoiced 60 days prior to the Billing Start Date. EKG UKG Kroncs Systems LLC 900 Chelmsford Street Lowell, MA 01851 DocuSign Envelope ID: 60CE3481-1812-4FC9-8142-10AD0F3F9632 Quote#: Q-228901 Page 3/3 IN WITNESS WHEREOF, the parties have caused this Order to be executed by their authorized representatives and shall be effective as of the date of the last signature below. CITY OF MIAMI POLICE DEPARTMENT UKG Kronos Systems LLC Signature: Signature: Name: Name: Title: Title: Date: Date: raaiS ooccuSigned by: Q424j L4M E D.4.a4 Chris Todd President 26-Jun, 2024 The monthly price on this Order has been rounded to two decimal places for display purposes. As many as eight decimal places may be present in the actual price. Due to the rounding calculations, the actual price may not display as expected when displayed on your Order. Nonetheless, the actual price on your invoice is the true and binding total for this Order for purposes of amounts owed for the term. UKG is aligning our product brand and announcing that the UKG Dimensions® and UKG Pro® solutions will be one product suite under the name UKG Pro. Click here to learn more and view examples of current to future names https://www. ukg.com/one-suite#W hatprod uctnamesarechangingunderUKGDimensions Li KG UKG Kronos Systems LLC 900 Chelmsford Street Lowell, MA O1851 ACCORD ® CERTIFICATE OF LIABILITY INSURANCE D12E(MM/ D YY) THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER MARSH USA, LLC. 99 HIGH STREET BOSTON, MA 02110 Attn: Boston.Certrequest@marsh.com CN101980216-US-MA-GAWUP-23- CONTACT ? NAME' PHONE (A/CC, No, Ext): FAX No): E-MAIL ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC # INSURERA: Federal Insurance Company 20281 INSURED UKG Kronos Systems LLC 900 Chelmsford Street Lowell, MA 01851 INSURER B : Great Northern Insurance Company 20303 INSURER C : ACE American Insurance Company 22667 INSURER D : Arch Insurance Company 11150 INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER: NYC-011195840-09 REVISION NUMBER: 10 THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL INSD SUBR WVD POLICY NUMBER POLICY EFF (MM/DD/YYYY) POLICY EXP (MM/DD/YYYY) LIMITS A X COMMERCIAL GENERAL LIABILITY X 3606-40-33 12/01/2023 12/01/2024 EACH OCCURRENCE $ 1,000,000 CLAIMS -MADE X OCCUR DAMAGE RENTED PREMISESO(Ea occurrence) $ 1,000,000 MED EXP (Any one person) $ 10,000 PERSONAL & ADV INJURY $ 1,000,000 GEN'L X AGGREGATE POLICY OTHER: LIMIT APPLIES PRO- JECT PER: LOC GENERAL AGGREGATE $ 2,000,000 PRODUCTS - COMP/OP AGG $ 2,000,000 $ B AUTOMOBILE X LIABILITY ANY AUTO OWNED SCHEDULED AUTOS NON -OWNED AUTOS ONLY 73617085 12/01/2023 12/01/2024 COMBINED SINGLE LIMIT (Ea accident) $ 1,000,000 BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE (Per accident) $ $ A X UMBRELLA LIAB EXCESS LIAB X OCCUR CLAIMS -MADE 78192757 12/01/2023 12/01/2024 EACH OCCURRENCE $ 10,000,000 AGGREGATE $ 10,000,000 DED X RETENTION $ 10,000 $ C WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANYPROPRIETOR/PARTN ER/EXECUTIVE OFFICER/MEMBEREXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below Y / N N N/A 71834474 12/01/2023 12/01/2024 x PER STATUTE OTH- ER E.L. EACH ACCIDENT $ 1,000,000 E.L. DISEASE - EA EMPLOYEE $ 1,000,000 E.L. DISEASE - POLICY LIMIT 1,000,000 $ D A PROF LIAB / TECH E&O / CYBER COMMERCIAL PROPERTY NPL0067548-02 3606-40-33 12/01/2023 12/01/2023 12/01/2024 12/01/2024 Limit: ALL RISK 10,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) "RE: Source Code 98-99-059. The Certificate Holder is included as an Additional Insured on a Primary & Non -Contributory basis as respects General Liability coverage is on a primary and non contributory basis if required in a written contract with the Named Insured which has been executed prior to a loss/claim. Retro date: 10/01/1991" CERTIFICATE HOLDER CANCELLATION City of Miami 444 SW 2nd Ave 6th Floor Miami, FL 33130 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2016 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD City of Miami Office of the City Attorney Legal Services Request To: Office of the City Attorney From: Justin Griffin Contact Person Sr. Procurement Contracting Officer Title 6/27/2024 Date: Procurement Requesting Client (305) 416-19 Telephone Legal Service Requested: MATTER 24-1054: SUPPLEMENTAL AGREEMENT TO CONTRACT NO. 18220 BETWEEN COBB COUNTY, GEORGIA AND UKG KRONOS SYSTEMS, LLC F/K/A KRONOS INCORPORATED Complete form and forward to the Office of the City Attorney or e-mail to Legal Services. Do not assume that the Office of the City Attorney knows the background of the question and/or issue, such as opinions on the same or similar issues, the existence of relevant memos, correspondence, etc. Please attach to this form and/or e-mail all pertinent information relating to the subject. Once your request has been assigned, an e-mail will be sent to you with the Assigned Attorney's name and the issued matter identification number. All attorneys in the Office of the City Attorney shall fully comply with the Rules Regulating the Florida Bar. For Legal Services requesting an opinion from the Office of the City Attorney: Issue opinion in writing. Publish opinion after issuance. Authorized by: Annie Perez Date response requested by: BELOW PORTION TO BE COMPLETED BY THE OFFICE OF THE CITY ATTORNEY Assigned Attorney: Date: File No. Approved by: Ultimate Client: Comments: D / R Date: Copy returned to Requesting Client Type: Matrix: Category: Copy to Ultimate Client rev. 04/14/2017 Olivera, Rosemary From: Gandarilla, Aimee Sent: Friday, June 28, 2024 12:00 PM To: Hannon, Todd Cc: Olivera, Rosemary; Brown, Sadie; Roberts, Frankeetha Subject: Supplemental Agreement Kronos Incorporated (matter 24-1054) Attachments: Supplemental Agreement Kronos Incorporated (matter 24-1054).pdf Good morning Todd, Please find attached the fully executed copy of an agreement from DocuSign that is to be considered an original agreement for your records. Thank you, Qunee C;.andarutta Procurement Assistant City of Miami Procurement Department 444 SW 2' Avenue, 6thfloor, Miami, FL 33130 P (305) 416-1906 F (305) 400-5073 E agandarilla@miami.gov "Serving, Enhancing, and Transforming our Community" i