Contract - Kronos Inc. - 12/15/2022 CITY OF ROUND ROCK AGREEMENT FOR
PURCHASE OF TELESTAFF SCHEDULING SOFTWARE
WITH
KRONOS INCORPORATED
THE STATE OF TEXAS §
CITY OF ROUND ROCK § KNOW ALL BY THESE PRESENTS:
COUNTY OF WILLIAMSON §
COUNTY OF TRAVIS §
THAT THIS AGREEMENT for the purchase of telestaff scheduling software and
support services (referred to herein as the "Agreement"), is made and entered into on this the
day of the month of�QceyQx- , 2022 by and between the CITY OF ROUND
ROCK, a Texas home-rule municipality, whose offices are located at 221 East Main Street,
Round Rock, Texas 78664-5299 (referred to herein as the "City"), and KRONOS
INCORPORATED, A UKG COMPANY, whose offices are located at 900 Chelmsford Street,
Lowell, Massachusetts 01851 (referred to herein as"Services Provider").
RECITALS:
WHEREAS, City desires to enter into an agreement for the purchase of telestaff
scheduling software and related support services; and
WHEREAS, City is a member of OMNIA Partners Cooperative and Services Provider is
an approved OMNIA Partners provider; and
WHEREAS,the City desires to purchase certain services from Services Provider through
OMNIA Partners Cooperative Contract No. 18220 (referred to herein as the "Omnia Contract")
to receive pricing and services as set forth herein; and
WHEREAS, the parties desire to enter into this Agreement to set forth in writing their
respective rights, duties, and obligations;
NOW, THEREFORE, WITNESSETH:
That for and in consideration of the mutual promises contained herein and other good and
valuable consideration, the sufficiency and receipt of which are hereby acknowledged, it is
mutually agreed between the parties as follows:
4864-4531-8452/ss2
1.01 DEFINITIONS
A. Agreement means this binding legal contract between City and Services Provider
whereby City is obligated to buy specified goods and services and Services Provider is obligated
to provide said services. The Agreement includes the Order Form dated October 12, 2022,
attached hereto as Exhibit "A," and incorporated herein by reference for all purposes, and the
applicable terms of the Omnia Contract, which are both incorporated herein by reference for all
purposes.
B. City means the City of Round Rock, Williamson and Travis Counties, Texas.
C. Effective Date means the date upon which the binding signatures of both parties
to this Agreement are affixed.
D. Force Majeure means acts of God, strikes, lockouts, or other industrial
disturbances, acts of the public enemy, orders of any kind from the government of the United
States or the State of Texas or any civil or military authority, insurrections, riots, epidemics,
landslides, lightning, earthquakes, fires, hurricanes, storms, floods, restraint of the government
and the people, civil disturbances, explosions, or other causes not reasonably within the control
of the party claiming such inability.
E. Goods mean the specified supplies, materials,commodities, or equipment.
F. Services mean work performed to meet a demand or effort by Services Provider
to comply with promised delivery dates, specifications, and technical assistance specified.
2.01 EFFECTIVE DATE AND TERM
A. This Agreement shall be effective on the date this Agreement has been signed by
each party hereto and shall remain in full force and effect unless and until it expires by operation
of the term indicated herein or is terminated or extended as provided herein.
B. The term of this Agreement shall be for thirty-six (36) months commencing on
the effective date of the Agreement.
C. City reserves the right to review the relationship with Services Provider at any
time and may elect to terminate this Agreement with or without cause or may elect to continue.
3.01 CONTRACT DOCUMENTS AND EXHIBITS
The goods and services which are the subject of this Agreement are described in Exhibit
"A." Exhibit "A,"together with this Agreement, comprise the total Agreement and they are fully
a part of this Agreement as if repeated herein in full. City, as an eligible Participating Agency
shall assume the rights and obligations of the Customer(as defined in the Omma Contract) when
making purchases of goods and services under the Omnia Contract, and terms and conditions of
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the Omnia Contract shall apply as they apply to the "Customer" within the Omnia Contract,
except as otherwise set forth herein.
4.01 SCOPE OF WORK
Services Provider shall provide all goods and services described under the attached
Exhibit "A." Services Provider's undertakings shall be limited to performing services for the
City and/or advising City concerning those matters on which Services Provider has been
specifically engaged. Services Provider shall perform its services in accordance with this
Agreement, in accordance with the appended exhibit, and in a professional and competent
manner.
5.01 CONTRACT AMOUNT
The total costs payable to Services Provider for the term of the Agreement shall not
exceed Sixty-Nine Thousand Eight Hundred Forty and No/100 Dollars ($69,840.00) for the
term of the Agreement.
6.01 INVOICES
All invoices shall include, at a minimum, the following information:
A. Name and address of Services Provider;
B. Purchase Order Number(if provided to Services Provider);
C. Description and quantity of items received or services provided; and
D. Delivery or performance dates.
7.01 NON-APPROPRIATION AND FISCAL FUNDING
This Agreement is a commitment of City's current revenues only. It is understood and
agreed that City shall have the right to terminate this Agreement at the end of any City fiscal year
if the governing body of City does not appropriate funds sufficient to purchase the services as
determined by City's budget for the fiscal year in question. City may affect such termination by
giving Services Provider a written notice of termination at the end of its then current fiscal year.
8.01 PROMPT PAYMENT POLICY
In accordance with Chapter 2251, V.T.C.A., Texas Government Code, payment to
Services Provider will be made within thirty (30) days of the day on which City receives the
performance, supplies, materials, equipment, and/or deliverables, or within thirty (30)days of the
day on which the performance of services was complete, or within thirty (30) days of the day on
which City receives a correct invoice for the performance and/or deliverables or services,
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whichever is later. Services Provider may charge interest on an overdue payment at the "rate in
effect" on September 1 of the fiscal year in which the payment becomes overdue, in accordance
with V.T.C.A., Texas Government Code, Section 2251.025(b); however, this Policy does not
apply to payments made by City in the event:
A. There is a bona fide dispute between City and Services Provider, a contractor,
subcontractor or supplier about the goods delivered or the service performed that
cause the payment to be late; or
B. The terms of a federal contract, grant, regulation, or statute prevent City from
making a timely payment with federal funds; or
C. There is a bona fide dispute between Services Provider and a subcontractor or
between a subcontractor and its supplier about the goods delivered or the service
performed that causes the payment to be late; or
D. Invoices are not mailed to City in strict accordance with instructions, if any, on
the purchase order or the Agreement or other such contractual agreement.
9.01 GRATUITIES AND BRIBES
City may, by written notice to Services Provider, cancel this Agreement without liability
to Services Provider if it is determined by City that gratuities or bribes in the form of
entertainment, gifts, or otherwise were offered or given by Services Provider or its agents or
representatives to any City officer, employee or elected representative with respect to the
performance of this Agreement. In addition, Services Provider may be subject to penalties stated
in Title 8 of the Texas Penal Code.
10.01 TAXES
City is exempt from Federal Excise and State Sales Tax; therefore, tax shall not be
included in Services Provider's charges, provided the City submits to Services Provider a valid
tax exemption certificate for such taxes.
11.01 ORDERS PLACED WITH ALTERNATE SERVICES PROVIDERS
If Services Provider cannot provide the goods and services as specified, City reserves the
right and option to obtain the products from another supplier or suppliers
12.01 CITY'S REPRESENTATIVE
City hereby designates the following representative authorized to act in its behalf with
regard to this Agreement:
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Wylie Brownell
Assistant Fire Chief
203 Commerce Boulevard
Round Rock, Texas 78664
(512) 671-2748
wbrownellAroundrocktexas.gov
13.01 INSURANCE
During the term of the Agreement, Services Provider shall maintain appropriate insurance
coverage and will provide appropriate Certificates of Insurance if requested by the Customer.
Services Provider presently maintains insurance coverage rated `A'- "Excellent" or better by
A.M. Best for the following risks in the following amounts:
1. Comprehensive General Liability Insurance: $2 million aggregate; $1 million per
occurrence; including $1 million personal injury.
2. Business Auto: $1 million combined single limit bodily injury and property
damage liability.
3. Umbrella: $5 million aggregate; 5 million per occurrence.
4. Worker's Compensation: As required by statute.
Employer's Liability Coverage:
Bodily Injury by Accident............$1,000,000 Each Accident
Bodily Injury by Disease............$1,000,000 Each Employee
Bodily Injury by Disease..............$1,000,000 Policy Limit
5. Errors and Omissions (includes Cyber Liability coverage): $5 million aggregate;
$5 million per occurrence.
14.01 RIGHT TO ASSURANCE
Whenever either party to this Agreement, in good faith, has reason to question the other
party's intent to perform hereunder, then demand may be made to the other party for written
assurance of the intent to perform. In the event that no written assurance is given within the
reasonable time specified when demand is made, then and in that event the demanding party may
treat such failure as an anticipatory repudiation of this Agreement.
15.01 DEFAULT
[Reserved.]
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16.01 TERMINATION AND SUSPENSION
A. City has the right to terminate this Agreement, in whole or in part, for
convenience and without cause, at any time upon thirty (30) days' written notice to Services
Provider.
B. Both parties have the right to terminate this Agreement for cause, that being in the
event of a material and substantial breach by the other party which remains uncured thirty (30)
days after notification by the non-breaching party, or by mutual agreement to terminate
evidenced in writing by and between the parties.
C. In the event this Agreement is terminated for any reason, the following shall
apply: Services Provider shall discontinue all services in connection with the performance of
this Agreement and shall proceed to cancel promptly all existing orders and contracts insofar as
such orders and contracts are chargeable to this Agreement. Within thirty (30) days after such
notice of termination, Services Provider shall submit a statement showing in detail the goods
and/or services performed under this Agreement to the date of termination. City shall then pay
Services Provider that portion of the charges, if undisputed, except and to the extent City is
terminating the Agreement for a material uncured breach pursuant to (B). The parties agree that
Services Provider is not entitled to compensation for services it would have performed under the
remaining term of the Agreement except as provided herein. City will have no further right to
use the Software (as defined in the Omnia Contract) and will return the software media to
Services Provider and destroy all copies of the Software (and related documentation) in City's
possession or control.
17.01 INDEMNIFICATION
Services Provider shall defend (at the option of City), indemnify, and hold City, its
successors, assigns, officers, employees and elected officials harmless from and against all suits,
actions, legal proceedings, claims, demands, damages, costs, expenses, attorney's fees, and any
and all other costs or fees relating to actual or alleged infringement of the United States or
Canadian patents or copyrights asserted against City by virtue of City's use of the Software as
delivered and maintained by Services Provider, provided that: i) Services Provider is given
prompt written notice of any such claim and has sole control over the investigation, preparation,
defense and settlement of such claim; and, ii) City reasonably cooperates with Services Provider
in connection with the foregoing and provides Services Provider with all information in City's
possession related to such claim and any further assistance as reasonably requested by Services
Provider. Services Provider will have no obligation to indemnify City to the extent any such
claim is based on the use of the software with software or equipment not supplied by Services
Provider. Should any or all of the software as delivered and maintained by Services Provider
become, or in Services Provider's opinion be likely to become, the subject of any such claim,
Services Provider may at its option: i) procure for City the right to continue to use the affected
software as contemplated hereunder; ii) replace or modify the affected software to make it use
non-infringing; or iii) should such options not be available at a reasonable expense, terminate
this Agreement with respect to the affected software upon thirty (30) days prior notice to City.
In such event of termination, City shall be entitled to a pr-rata refund of all fees paid to Services
6
Provider for the affected software, which refund will be calculated using a five-year straight-line
depreciation commencing with the date of the relevant order (see Exhibit "A"). Additionally,
Services Provider agrees to be liable for tangible property damage or personal injury to the
extent caused by the negligence or willful misconduct of its employees.
18.01 LIMITATION OF LIABILITY
CITY'S EXCLUSIVE REMEDIES AND SERVICES PROVIDER'S SOLE LIABILITY
FOR ANY SERVICE PROVIDER'S BREACH OF THIS AGREEMENT ARE EXPRESSLY
STATED HEREIN. EXCEPT AS PROVIDED IN THIS AGREEMENT, ALL OTHER
WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE EXCLUDED.
EXCEPT FOR I) SERVICE PROVIDER'S INDEMNIFICATION OBLIGATIONS SET
FORTH IN SECTION 17.01 ABOVE; (II) CITY'S CLAIMS FOR TANGIBLE PROPERTY
DAMAGE OR PERSONAL INJURY TO THE EXTENT CAUSED BY THE NEGLIGENCE
OR WILLFUL MISCONDUCT OF SERVICES PROVIDER'S EMPLOYEES, IN NO EVENT
SHALL SERVICES PROVIDER'S OR ITS PARENTS', SUBSIDIARIES', AFFILIATES', OR
THIRD PARTY LICENSORS' LIABILITY TO CITY, HOWEVER CAUSED, EXCEED THE
VALUE OF THE ORDER WHICH GIVES RISE TO THIS CLAIM, AND IN NO EVENT
WILL SERVICES PROVIDER OR ITS PARENTS, SUBSIDIARIES, AFFILIATES, OR
THIRD PARTY LICENSORS BE LIABLE FOR LOST PROFITS, LOST DATA OR ANY
OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THIS
AGREEMENT WHETHER SUCH CLAIM IS BASED ON WARRANTY, CONTRACT,
TORT OR THE EXISTENCE, FURNISHING, FUNCTIONING OR CUSTOMER SPECIFIC
USE OF, OR INABILITY TO SO USE, ANY EQUIPMENT, SOFTWARE OR SERVICES
PROVIDED FOR IN THIS AGREEMENT.
19.01 COMPLIANCE WITH LAWS,CHARTER,AND ORDINANCES
A. Services Provider, its agents, employees and subcontractors shall use best efforts
to comply with all applicable federal and state laws, the Charter and Ordinances of the City of
Round Rock, as applicable and as amended, and with all applicable rules and regulations
promulgated by local, state and national boards,bureaus and agencies.
B. In accordance with Chapter 2271, Texas Government Code, a governmental entity
may not enter into a contract with a company for goods or services unless the contract contains
written verification from the company that it: (1)does not boycott Israel; and(2)will not boycott
Israel and will not boycott Israel during the term of this contract. The signatory executing this
Agreement on behalf of Services Provider verifies Services Provider does not boycott Israel and
will not boycott Israel during the term of this Agreement.
20.01 ASSIGNMENT AND DELEGATION
The parties each hereby bind themselves, their successors, assigns and legal
representatives to each other with respect to the terms of this Agreement. Neither party shall
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assign, sublet or transfer any interest in this Agreement without prior written authorization of the
other party.
21.01 NOTICES
All notices and other communications in connection with this Agreement shall be in
writing and shall be considered given as follows:
1. When delivered personally to the recipient's address as stated in this Agreement;
or
2. Three (3) days after being deposited in the United States mail, with postage
prepaid to the recipient's address as stated in this Agreement.
Notice to Services Provider:
Kronos Incorporated
900 Chelmsford Street
Lowell, MA 01851
Notice to City:
City Manager Stephanie L. Sandre,City Attorney
221 East Main Street AND TO: 309 East Main Street
Round Rock,TX 78664 Round Rock,TX 78664
Nothing contained herein shall be construed to restrict the transmission of routine
communications between representatives of City and Services Provider.
22.01 APPLICABLE LAW; ENFORCEMENT AND VENUE
This Agreement shall be enforceable in Round Rock, Texas, and if legal action is
necessary by either party with respect to the enforcement of any or all of the terms or conditions
herein, exclusive venue for same shall lie in Williamson County,Texas. This Agreement shall be
governed by and construed in accordance with the laws and court decisions of the State of Texas.
23.01 EXCLUSIVE AGREEMENT
This document, and all appended documents, constitutes the entire Agreement between
Services Provider and City. This Agreement may only be amended or supplemented by mutual
agreement of the parties hereto in writing, duly authorized by action of the City Manager or City
Council.
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24.01 DISPUTE RESOLUTION
City and Services Provider hereby expressly agree that no claims or disputes between the
parties arising out of or relating to this Agreement or a breach thereof shall be decided by any
arbitration proceeding, including without limitation, any proceeding under the Federal
Arbitration Act(9 USC Section 1-14)or any applicable state arbitration statute.
25.01 SEVERABILITY
The invalidity, illegality, or unenforceability of any provision of this Agreement or the
occurrence of any event rendering any portion or provision of this Agreement void shall in no
way affect the validity or enforceability of any other portion or provision of this Agreement. Any
void provision shall be deemed severed from this Agreement, and the balance of this Agreement
shall be construed and enforced as if this Agreement did not contain the particular portion or
provision held to be void. The parties further agree to amend this Agreement to replace any
stricken provision with a valid provision that comes as close as possible to the intent of the
stricken provision. The provisions of this section shall not prevent this entire Agreement from
being void should a provision which is of the essence of this Agreement be determined void.
26.01 MISCELLANEOUS PROVISIONS
Standard of Care. Services Provider represents that it employs trained, experienced and
competent persons to perform all of the services, responsibilities and duties specified herein and
that such services, responsibilities and duties shall be performed in a manner according to
generally accepted industry practices.
Force Majeure. Neither City nor Services Provider shall be deemed in violation of this
Agreement if it is prevented from performing any of its obligations hereunder by reasons for
which it is not responsible as defined herein. However, notice of such impediment or delay in
performance must be timely given and all reasonable efforts undertaken to mitigate its effects.
Multiple Counterparts. This Agreement may be executed in multiple counterparts, any
one of which shall be considered an original of this document; and all of which, when taken
together, shall constitute one and the same instrument.
[Signatures on the following page.]
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IN WITNESS WHEREOF, City and Services Provider have executed this Agreement on
the dates indicated.
City of Round Rock, Texas Kronos Incorporated
ocuSigned by,
By: By: 1-4,".41
Printed Nam : MIA
Printe fffF-B5°86Debra carriere
Title: Title: Lead order Processing Analyst
Date Signed: Date Signed: 11/17/2022 1 3:45 PM EST
Attest:
By: A it A gg A% L67'-N
Meagan Spinks,er
Clerk
For City,Approved as to Form:
By:
ep anie L. Sandre, City Attorney
V '<G Order Form - Workforce Central SaaS for SMB
Quote#: 701927-1 Order Type Standard
Expires: 12/28/2022 Date: 10/12/2022
Prepared By: Chris Fedorczyk
Bill To: Attn: Wylie Brownell Ship To: Attn:Wylie Brownell
Round Rock Fire Department Round Rock Fire Department
203 Commence Blvd 203 Commence Blvd
Round Rock,TX 78664 Round Rock,TX 78664
Email: exception Cdkronos.com
Solution ID-. 6109318 FOB: Shipping Point
Currency: US Ship Method: FedEx Ground
Customer PO#: Freight Terms: Prepay&Add
Data Center: USA
Notes:
The Professional Services TSG SMB implementation guidelines are attached to this Order Form.
This order entered into between the Customer and Kronos Incorporated,a UKG company 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"Omnia Agreement#18220").
The parties agree and acknowledge that a subsequent order form,at no additional charge,will be required when the multitenant version of the Telestaff applications listed herein becomes
available in the UKG Google environment,which will replace this order form. Upon execution of this replacement order,the application will be available for configuration and set up
Initial Term:Three Years
Billing Start Date:March 1,2023
Renewal Term:One Year
Payment Terms:Net 30
Billing Frequency(unless otherwise noted,all invoices are due Per the payment terms noted above):
Applications:Annual in Advance
Professional Services:Fixed Fee,100%due at signing
The fees for the Applications are invoiced 60 days prior to the Billing Start Date.
Item License/Qty PEPM Monthly Price
UKG Telestaff Enterprise Bundle v7.4+ 180 58+001 S1,440.00
Monthly Total:1 $1,440.00
SIYIB PROFESSION,\;. JiONAL SERVICES
Duration
Implementation TSG SaaS SMB $18,000.00
KnowledgePass SaaS WFC SMB Included
Total Price $18,000.00
JARY
Item Total Price
Monthly Application Fee S1,440.00
Implementation TSG SaaS SMB $18,000+00
Round Rock Fire Department Kro D6ar4Wm1*d,A UKG Company
By: By: . C.a�l.M.t.IA.
Name: Name: 9A26F9C5C4BS486 Debra carriere
Title: Title: Lead Order Processing Analyst
Date: Date: II /17/7077 1 3•4S PM FcT
V KG Kronos Incorporated,A UKG Company 900 Chelmsford St. Lowell,MA 01851 +1 900 225 1561
UKG Telestaff SMB Implementation Services
Guideline
The following applies to all entitlements within UKG TeleStaffT" SaaS SMB implementations:
UKG UKG Paragon"' Implementation methodology: UKG SaaS SMB fixed scope, fixed
TeleStaff duration, remote implementations follow our UKG Paragon methodology — an
Entitlement iterative,collaborative approach, driven by value and realized through collaboration.
UKG Paragon is bolstered by tools, techniques, and UKGT" (Ultimate Kronos Group)
process recommendations.
Project Management services including:
• Creation and maintenance of an online project workspace, work plan, issues and
risks management, status calls and reports.
• UKG Project Manager will work with customer Project Manager to jointly run
project.
• Project Management includes transition to UKG Global Support after the first
deployment go-live.
Implementation approach:
• UKG will conduct one remote assessment with your project team to create one
solution design for your organization.
• Your team will conduct one testing cycle to accept that solution, which UKG will
support.
• UKG will support one production cutover.
Technical Architecture:Two environments (1 Production, 1 Development)
Training:Through Knowledge Map/KnowledgePass, we provide training for your core
team, and provide you with collateral and toolsets to train your end-users. UKG
training curriculums can be reviewed on the UKG customer website.
Rapid Implementation: UKG SaaS SMB fixed scope implementations are designed to
deliver value quickly to your organization. Project timelines span up to 6 months.
Implementation support for this time span is included in the package. Extended
project timelines beyond 6 months must be supported with additional professional
services agreed via change order.
Q 2021 UKG Inc.All rights reserved.Confidential
UKG TeleStaff Standard Services
UKG Delivered Valu;
111111L Allik ;mA-
UKG One-time data import of customer supplied person data in UKG format
TeleStaff Leave Requests
Scope
Shift Trades
Accrual Management with a one-time data import of customer supplied accrual data
in UKG format
Event Deployment
Signup Processes
Overtime/Off Duty Scheduling Processes
Minimum Staffing
Fatigue Rules
SMS Configuration (Text via Twilio)
Bidding (see below)
Standard Payroll Export
Standard Reports
Authentication (SSO/LDAP)
One 8-hour remote consultant training session: Admin, Bid Admin, or Scheduler
One production cutover
Assumptions:
• Includes 1 Institution:
o Includes 1 unique business unit with continuous 24/7 staffing
requirements (Examples: Patrol,Jail, Fire Suppression,
Communications)
Includes 1 administrative schedule group with no staffing rules
• Customer is responsible for data setup for:
o Events
o Assignment Templates
• Bidding:
o One type of award (i.e. one PTO Type/Assignment) is included
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0 2021 UKG Inc.All rights reserved.Confidential ul(G
Includes one bidding group. A bidding group is defined as having a
unique set of qualifying rules that determines the bid order.
o The execution of the bid includes 1 bid, 1 win, and 1 award cycle.
o Cloning of Bids is the customer's responsibility
o Additional award types, bidding groups, execution steps, or cloning
will require Additional Scoped Services to be defined
UKG TeleStaff Value Added Services
The following value-added services are available for UKG TeleStaff SaaS SMB implementations for an
additional fee and if identified on the Order Form. Refer to the UKG order form for a list of a la carte
services included with your purchase.
DeliveredUKG Value
UKG (#)Additional business unit with continuous 24/7 staffing requirements (Examples:
TeleStaff Patrol,Jail, Fire Suppression, Communications)
Extra Duty Event Management
Other Scoped Services
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®2021 UKG Inc.Allrights reserved.Confidential