CM-2026-091 - 4/3/2026 AGREEMENT BETWEEN THE CITY OF ROUND ROCK
AND UKG KRONOS SYSTEMS,LLC
FOR THE PURCHASE OF
TELESTAFF SCHEDULING SOFTWARE
THE STATE OF TEXAS §
CITY OF ROUND ROCK § KNOW ALL BY THESE PRESENTS:
COUNTY OF WILLIAMSON §
COUNTY OF TRAVIS §
This Agreement for the purchase of Telestaff scheduling software (the "Agreement") is
made and entered into this the 3 day of , 2026, (the "Effective Date") by and
between the CITY OF ROUND ROCK, TE AS, a home-rule municipality whose offices are
located at 221 East Main Street, Round Rock, Texas 78664, referred to herein as the "City," and
UKG KRONOS SYSTEMS. LLC, whose offices are located 900 Chelmsford Street, Lowell,MA
01851 referred to herein as "Vendor."
RECITALS:
WHEREAS,City desires to purchase of Telestaff Scheduling Software; and
WHEREAS, City is a member of the Omnia Partners (the"Co-op") and Vendor is an approved
Co-op vendor through Co-op Contract#24-6833
(https://www.omniapartners.com/suppliers/ukg/public-sector/contract-documents#c17473) i and
WHEREAS, City desires to purchase certain goods and/or services from Vendor through
the Co-op 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;
WHEREAS, the City, as an eligible Participating Public Agency, shall assume the rights
and obligations of the Customer (as defined in the Co-Op). The terms and conditions of the Co-
Op, as amended by this Agreement, shall govern when the City makes purchases of Services. In
the event of a conflict between this Agreement and the Co-Op,this Agreement shall govern.
NOW,THEREFORE,in consideration of the mutual promises contained herein and other
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties mutually agree as follows:
1.0 DEFINITIONS
A. Agreement means this binding legal contract between City and Vendor whereby
City agrees to purchase specified goods and/or services and Vendor is obligated to sell same. The
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Agreement includes any exhibits, addenda, and/or amendments thereto.
B. City means the City of Round Rock, Williamson and Travis Counties, Texas.
C. Effective Date means the date set out in the introductory paragraph above.
D. Goods and Services mean the specified services,supplies,materials,commodities,
or equipment.
E. Vendor means UKG Kronos Systems, LLC,or any successors or assigns.
2.0 EFFECTIVE DATE AND TERM
A. This Agreement shall remain in full force and effect until it expires as indicated
below or is terminated in accordance with Section 14.0.
B. The term of this Agreement shall begin with the Effective Date and end on the 13th
day of July 2029.
3.0 SCOPE OF WORK
A. The goods and related services which are the subject matter of this Agreement are
described generally herein and referenced in in the attached Exhibit "A," incorporated herein by
reference for all purposes
B. This Agreement shall evidence the entire understanding and agreement between the
parties and shall supersede any prior proposals, correspondence or discussions.
C. Vendor shall provide all deliverables and services described herein and referenced
in Exhibit"A"within the contract term specified. A change in the Scope of Services or any term
of this Agreement, including bonding requirements, must be negotiated and agreed to in all
relevant details, and must be embodied in a valid Supplemental Agreement as described herein.
4.0 COSTS
A. In consideration for the Goods and Services to be provided by Vendor, City agrees
to pay Vendor the amounts set forth in Exhibit"A".
B. The City is authorized to pay the Vendor an amount not-to-exceed $65,822.71,
for the term of this Agreement.
5.0 INVOICES
All invoices shall include, at a minimum,the following information:
1. Name and address of Vendor;
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2. Description and quantity of items or services received; and
3. Term dates.
6.0 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 if the governing body of City does
not appropriate funds sufficient to purchase the Goods and Services as determined by City's budget
for the fiscal year in question.City may affect such termination by giving the Vendor written notice
of termination in accordance with Exhibit C, Section 7.2.3 "Termination for Non-Appropriation
of Funds"of the Co-Op.
7.0 PROMPT PAYMENT POLICY
In accordance with Chapter 2251, V.T.C.A., Texas Government Code, any payment to be
made by City to Vendor will be made within thirty(30) days of the date City receives Goods and
Services under this Agreement,the date the performance of the services under this Agreement are
completed, or the date City receives a correct invoice for the Goods and Services, whichever is
later. Vendor 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). This Prompt Payment Policy does not apply to payments
made by City in the event:
1. There is a bona fide dispute between City and Vendor, a contractor, subcontractor,
or supplier about the goods delivered or the service performed that cause the
payment to be late; or
2. There is a bona fide dispute between Vendor 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
3. The terms of a federal contract, grant, regulation, or statute prevent City from
making a timely payment with federal funds; or
8.0 GRATUITIES AND BRIBES
City may, by written notice to Vendor, cancel this Agreement without liability to Vendor
if it is determined by City that gratuities or bribes in the form of entertainment, gifts, or otherwise
were offered or given by Vendor or its agents or representatives to any City officer, employee or
elected representative with respect to the performance of this Agreement. In addition,Vendor may
be subject to penalties stated in Title 8 of the Texas Penal Code.
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9.0 TAXES
City is exempt from Federal Excise and State Sales Tax;therefore,tax shall not be included
in Vendor's charges. If requested,City shall provide Vendor with a valid tax exemption certificate
authorized and honored by applicable taxing authorities that covers all Taxes.
10.0 INSURANCE
Vendor shall procure and maintain, at all times and at its own expense,during the term of
the Order entered into between the City and Vendor,the types of insurance(s) specified below:
Commercial General Liability
Vendor shall provide coverage on a Commercial General Liability Occurrence Coverage
Form limits of$1,000,000.00 each occurrence and $2,000,000.00 annual aggregate. Limits may
be achieved via a combination of primary and umbrella/excess insurance. The City shall be
included as an additional insured via blanket endorsement for General Liability and ongoing
operations. Such protection shall be primary and non-contributory with respect to the City's
insurance,but only with respect to Vendor's sole negligence. Upon written request, such blanket
endorsement shall be provided to the City.
Workers' Compensation
Vendor shall provide Workers' Compensation Insurance as required by statute.
Umbrella/Excess Liability
Limits of liability of$5,000,000 per occurrence.
Automobile Liability
Limits of liability of at least $1,000,000 combined single limit, including but not limited
to, all owned,hired and non-owned motor vehicles.
Professional Liability/Errors & Omissions/Cyber Risk Liability
Vendor shall maintain coverage on a Professional Liability Form (or equivalent) in the
amount of$5,000,000 per claim with a$5,000,000 annual aggregate.
All Risk Property Insurance
Vendor shall provide All Risk Property Insurance in an amount not less than the full
replacement cost of Vendor's property.
Miscellaneous
Vendor shall supply City with the above proof of insurance, as required upon the signing of
this Agreement or at any time upon request during the term of the Order. All insurance companies
for each of the coverages set forth above must be rated A- or better with a financial rating of VII
or better in the most recent A.M. Best's Rating Guide.
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11.0 CITY'S REPRESENTATIVE
City hereby designates the following representative authorized to act in its behalf with
regard to this Agreement:
Jennifer Patton,Administrative Manager,
Fire Department
221 E. Main Street.
Round Rock,TX 78664
(512)218-3296
jpatton(a,roundrocktexas.gov
12.0 RESERVED.
13.0 TERM
The parties agree that Section 7.1 Term of the Agreement is amended to remove the second
sentence referencing an automatic renewal entirely. Only upon the City's written
acknowledgement or payment of the applicable renewal invoice, at the expiration of the Initial
Term, and at the expiration of each Renewal Term, each as indicated on the Order, the Services
will renew for the duration indicated on the Order as the Renewal Term.
14.0 TERMINATION
A. City has the right to terminate this Agreement in accordance with the terms outlined
in Exhibit C, Section 7. "Term and Termination" of the Co-Op.
B. In addition,the City may terminate the Subscription Services for convenience upon
ninety (90) days prior written notice. Upon termination the City shall pay all the launch fees
invoices and outstanding Subscription Services fees for the Subscription Services performed up to
the effective date of termination.
15.0 RESERVED.
16.0 COMPLIANCE WITH LAWS
A. 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 Vendor verifies Vendor does not boycott Israel and will not boycott Israel
during the term of this Agreement.
B. In accordance with Chapter 2274,Texas Government Code, a governmental entity
may not enter into a contract with a company with at least ten(10)full-time employees for a value
of at least One Hundred Thousand and No/100 Dollars ($100,000.00) unless the contract has a
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provision verifying that it: (1) does not have a practice, policy, guidance, or directive that
discriminates against a firearm entity or firearm trade association; and (2) will not discriminate
during the term of the contract against a firearm entity or firearm trade association. The signatory
executing this Agreement on behalf of Vendor verifies Vendor does not have a practice, policy,
guidance, or directive that discriminates against a firearm entity or firearm trade association, and
it will not discriminate during the term of this Agreement against a firearm entity or firearm trade
association.
C. In accordance with Chapter 2274, Texas Government Code, a governmental entity
may not enter into a contract with a company with at least ten(10)full-time employees for a value
of at least One Hundred Thousand and No/100 Dollars ($100,000.00) unless the contract has a
provision verifying that it: (1) does not boycott energy companies; and(2)will not boycott energy
companies during the term of this Agreement. The signatory executing this Agreement on behalf
of Vendor verifies Vendor does not boycott energy companies, and it will not boycott energy
companies during the term of this Agreement.
17.0 ASSIGNMENT AND DELEGATION
The parties hereby bind themselves, their successors, assigns and legal representatives to
each other with respect to the terms of this Agreement.The terms ofExhibit C,Section 10.9"Assignment"
will govern.In the event of an acquisition by,merger with or sale of all or substantially all of UKG's
assets,Customer shall have the option to terminate this Agreement,provided that within thirty(30)
days of UKG notifying Customer of such merger, sale or acquisition, Customer provides UKG
with ninety(90)days' notice of its intent to terminate for convenience.
18.0 NOTICES
A. 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 recipient's physical or email address as stated below;
or
2. Three(3)days after being deposited in the United States mail,with postage prepaid
to the recipient's address as stated below.
Notice to Vendor:
Vendor: UKG Kronos Systems,LLC
Attn: Larke Wamsley
Address: 900 Chelmsford Street.
Lowell,MA 01851
Email : larke.wamsleyna,ukg.com
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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
B. Nothing contained herein shall be construed to restrict the transmission of routine
communications between representatives of City and Vendor.
19.0 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.
20.0 EXCLUSIVE AGREEMENT
This document, and all appended documents, constitutes the entire Agreement between
Vendor and City.This Agreement may only be amended or supplemented by mutual agreement of
the parties hereto in writing.
21.0 DISPUTE RESOLUTION
City and Vendor 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.
22.0 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.
23.0 MISCELLANEOUS PROVISIONS
A. Binding Agreement. This Agreement shall extend to and be binding upon and
inure to the benefit of the parties' respective heirs, executors, administrators, successors and
assigns.
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B. 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.
IN WITNESS WHEREOF,City and Vendor have executed this Agreement on the dates
indicated.
UKG Kronos Systems,LLC Signed by:
Iccaleytct, Part
By: 7E4599F8AC5945F...
Printed Name: Fabri ce Pajot
Title: Sr Mgr. order Processing
Date Signed: 3/13/2026 1 3:46 PM EDT
City of Round Rock,Texas
By: ,,�
Printed Name: 30I,C 6e 1 neT
Title: Cl 1" till- cif
Date Signed: L ) J 1202i0
For Ci ,Attest:
By: /1G14441
Ann Franklin, City Clerk
For City,Approved as to Form:
By.
S anie L.Sandre,City Attorney
. .... .... . ... . .
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Exhibit "A" Quote#: Q-385581
Page 1/3
HR, Pay, & Workforce Management
RENEWAL ORDER FORM
Quote#:Q-385581 Date:04 Dec,2025
Customer Legal Name: Ship To:CITY OF ROUND ROCK
ROUND ROCK FIRE DEPARTMENT 221 E MAIN ST
ROUND ROCK,TX 78664-5271 USA
Customer Legal Address:
203 COMMERCE BOULEVARD, ROUND ROCK,TX 78664 USA
Bill To:CITY OF ROUND ROCK
221 E MAIN ST
ROUND ROCK,TX 78664-5271 USA
Bill To Contact:
Payment Terms: Net 30 Days Currency:USD
Customer PO Number: Solution ID: 6109318
Renewal Term: 12 months
Billing Frequency: Annual
Billing Type:Advance
Order Notes:
This Order is subject to the Master Agreement No 24-6833 entered into between Cobb County Board of Commissioner("Lead Agency")and
UKG Kronos Systems,LLC("UKG")effective as of July 14th,2025(the"Omnia Master Agreement No.24-6833")and used by Customer as
an Omnia Participating Public Agency.
This is a 3-year contract that is billed Annually with a 4%uplift in Years 1,2,and 3:
Year 1 -3/1/2026-2/28/2027-$21,086.21
Year 2-3/1/2027-2/29/2028-$21,929.66
Year 3-3/1/2028-2/28/2029-$22,806.84
A 3-year commitment with obligation of Minimum Contract Value("MCV")of$65,822.71 is required. If support is reduced or cancelled
within the committed term,the financial obligation not yet satisfied, (MCV)will be due.Proposed pricing reflects current products and is,
therefore,not reflective of future purchased.
Contract Summary
Contract Period Start Date:3/1/2026 12:00:00 AM
Contract Period End Date:2/28/2027 12:00:00 AM
Total Price: USD 21,086.21
The Total Price is the total billable amount(pre-tax)for the contract period listed above.
Annualized Contract Value: USD 21,085.20
U KG UKG Kronos Systems LLC 900 Chelmsford Street Lowell,MA 01851
Exhibit "A" Quote#: Q-385581
Page 2/3
HR, Pay, & Workforce Management
The Annualized Contract Value is the value of the contract if all services are priced for 365 days.The Annualized Contract Value does
not include estimated tax.Please note that this quote may include services priced for prorated periods.
Services
Product Name Duration Quantity Monthly Total Total Price
UKG TELESTAFF CLOUD 12 180 USD 1,497.60 USD 17,971.20
UKG TELESTAFF CLOUD 12 30 USD 259.58 USD 3,115.01
Total Price USD 21,086.21
U KG UKG Kronos Systems LLC 900 Chelmsford Street Lowell,MA 01851
Exhibit "A"
Quote#:Q-385581
Page 3/3
CITY OF ROUND ROCK UKG Kronos Systems LLC
Signature: Signature:
Name: Name:
Title: Title:
Date: Date:
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. If you are tax exempt, please email a copy of your"Tax Exempt Certificate"to TaxExemption(a)ukq.com along with the quote
number otherwise this order is subject to applicable taxes.The actual tax amount to be paid by Customer will be shown on Customer's
invoice.
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.ukq.com/one-suite#WhatoroductnamesarechanginqunderUKGDimensions
UKG UKG Kronos Systems LLC 900 Chelmsford Street Lowell.MA 01851