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HomeMy WebLinkAbout063660-SO2 - General - Contract - UKG Kronos Systems LLCV A CSC No. 63660-SO2 HR, Pay, & Workforce Management ORDER FORM Quote#: 715228 - 1 Order Type: US Expires: 27-J U N-2026 Date: 11-MAY-2026 Sales Executive: House Account, Public Sector Enterprise All Page: 1/2 Bill To: CITY OF FORT WORTH Ship To: Attn:DAVID ZELLMER 100 FORT WORTH TRL CITY OF FORT WORTH FORT WORTH 100 FORT WORTH TRL TX 76102-2661 FORT WORTH United States TX 76102-2661 United States Solution ID: 6104761 Contact: Doug Zedler Email: douglas.zedler@fortworthtexas.gov Ship To Phone: 817-392-2746 Payment Terms: N30 FOB: Shipping Point Currency: USD Ship Method: Customer PO Number: Freight Term: Prepay & Add 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 Order is further subject to and governed by the terms and conditions of the supplemental terms attached hereto as Exhibit A "Supplemental Terms", solely as it relates to use of the software specified herein. This order is for a temporary loan of Software, which will be valid through 03/31/2027. Your Kronos solution includes: Item License/Qty Total Price UKG TELESTAFF ENTERPRISE V7.1+ 250 UKG TELESTAFF BIDDING V7.1+ 250 UKG TELESTAFF CONTACT MANAGER V7.1+ 250 UKG TELESTAFF GLOBAL ACCESS V7.1+ 250 UKG TELESTAFF SMS MANAGER V7.1+ 250 Total Pricel 0.00 SUPPORT SERVICES UNLESS OTHERWISE NOTED ABOVE, SOFTWARE SUPPORT SERVICES HAVE BEEN 0. DECLINED. Total Pricel 0. QUOTE SUMMARY )escription Total Price . .• 111 1-•• 1 11 1 11 3rand Total 0.0f OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX UKG UKG Kronos Systems LLC 900 Chelmsford Street Lowell, MA 01851 USG HR, Pay, & Workforce Management Quote#: 715228 - 1 CITY OF FORT WORTH G�Q1U�kb� Signature: Dianna Giordano (May 18, 2026 20:01:18 CDT) Name: Dianna Giordano Title: Assistant City Manager Effective Date: 05/18/2026 Page: 2/2 UKG Kronos Systems LLC Signed by: Signature: 5(,t, G N LAA, 75E2-E4EC17425... Name: Alex Nguyen Title: order Processing Analyst Effective Date: 5/11/2026 1 4:25 PM EDT )ice amount will reflect deposit received. All professional services are billed as delivered with a payment term of Net Upon Receipt. Unless otherwise cated above, this order is subject to the attached terms and conditions which the customer acknowledges have been read. THIS ORDER IS SUBJECT APPLICABLE TAXES. THE TAX AMOUNT SHOWN ON THIS ORDER IS ONLY AN ESTIMATE. THE ACTUAL TAX AMOUNT TO BE PAID BY STOMER WILL BE SHOWN ON CUSTOMER'S INVOICE. The JBoss® Enterprise Middleware components embedded in the Software are subject to the I User License Agreement found at http://www.redhat.com/licenses/jboss eula.html.Shipping and handling charges will be reflected on the final invoice. It are tax exempt; please provide a copy of your "Tax Exempt Certificate" with your signed quote. UKG UKG Kronos Systems LLC 90O Chelmsford Street Lowell, MA d1851 Exhibit A - Supplemental Terms Software License 1. The terms set out in this Exhibit shall apply exclusively to the on -premise Workforce Central, Telestaff, or iSeries software as specified in the Order, including On Premise Historical Reporting ("Software") licensed to Customer by UKG. These Supplemental Software License Terms (this "Supplement") are subject to and governed by the Agreement and the Order that references this Supplement. In the event of any conflict between the terms of this Exhibit A and those of the Agreement or any Order, the terms of this Exhibit A shall govern exclusively with respect to the Software. Customer acknowledges that it is solely responsible for installing the Software on its server. 2. Term. The "Term" of the Software License is based on the Software listed on the Order as follows: a. On Premise Historical Reporting Software Licenses are granted on a perpetual basis (unless terminated earlier). b. All other Software Licenses granted hereunder are granted to Customer solely for the period noted on the Order. License Terms. a. During the Term, UKG grants to Customer a non-exclusive, nontransferable license to use the Software ("License"), which includes a license to use the manuals, training materials, and other documentation related to the Software ("Documentation"). b. In the event that UKG supplies Service Packs, Point Releases and Major Releases (including legislative updates if available) of the Software (collectively referred to as "Updates"), such Updates shall be part of the Software and the provisions of this License shall apply to such Updates and to the Software as modified thereby. c. Customer agrees to: (i) use the Software only for the number of employees, simultaneous or active users, computer model, partition and serial number, and/or terminals permitted by the applicable license fee; (ii) use only the product modules and features permitted by the applicable license fees; and (iii) use the Software only in support of Customer's internal business purposes. Customer will not increase the number of employees, simultaneous or active users, partitions, terminals, products modules, features, or upgrade the model, as applicable, unless and until Customer pays the applicable fee for such increase/upgrade. Customer may not re -license or sub -license the Software to, or otherwise permit use of the Software (including timesharing or networking use) by any third party. Customer may not provide service bureau or other data processing services that make use of the Software without the express prior written consent of UKG. d. Customer may use the Software in object code form only and shall not reverse engineer, decompile, disassemble, adapt, translate, or otherwise convert the Software into uncompiled or unassembled code, attempt to derive source code, trade secrets, or knowhow from the Software. The Software includes components owned by third parties. Such third party components are deemed to be Software subject to this Agreement. Customer shall not use any of the Software (or the data models therein) except solely as part of and in connection with the Software and as described in the published documentation for such Software. Customer shall be liable to UKG for all damages or liability caused by Customer's failure to comply with the foregoing restriction, and shall indemnity and hold harmless UKG from all third party claims to the extent arising from any such failure. e. Customer may copy the Software only as reasonably necessary to load and execute it on it serve, and for backup and disaster recovery and testing purposes. All copies of the Software or any part thereof, whether in printed or machine readable form and whether on storage media or otherwise, are subject to and governed by this Supplement, and all copies of the Software or any part of the Software shall include the copyright and proprietary rights notices contained in the Software as delivered to the Customer. f. Customer may not download firmware updates for any UKG equipment unless Customer is maintaining such equipment under a support plan with UKG. If Customer is not maintaining UKG equipment under a support plan with UKG, UKG shall have the right to audit Customer's UKG equipment to determine if Customer has downloaded any firmware to which Customer is not entitled. If Customer has downloaded firmware for the UKG equipment to which Customer is not entitled, Customer shall be responsible to pay UKG for such updated firmware in accordance with UKG' then -current support policies and list prices. 4. Delivery. Unless otherwise set forth in this agreement, delivery terms are as stated on the order form ("Delivery"). UKG will invoice Customer for Software upon Delivery, unless otherwise set forth on the order form. Customer agrees to pay all applicable taxes, duties, and tariffs levied or based on the Software or other charges hereunder, including value added tax (vat) and other state and local sales and excise taxes, and any taxes, tariffs, or amount in lieu thereof paid or payable by UKG, exclusive of taxes based on UKG's net income. 5. Support and Training. Except as set forth on the Order, support and training services are not available for the Software. 6. Fees. Customer will pay the fees on the payment terms and in the currency indicated in the Order. For each Order, the billing period of the fees will start on the Billing Start Date as set forth in the Order and will continue for the time period indicated as the Initial Term on the Order. 7. Customer Data. Customer shall not provide Customer Data nor access to Customer Data to UKG. 8. Notwithstanding any other terms of the Agreement between the parties, the Software is provided "AS IS", "WHERE IS", with all faults, and UKG makes no representations, and extends no warranties of any kind, either express or implied, including any warranty of merchantability, fitness for a particular purpose, title, non -infringement. UKG assume no responsibilities whatsoever with respect to the Software provided. In no event will UKG be liable for any damages, including lost profits, goodwill, or data, or any special, indirect, direct, incidental, or consequential damages, arising out of the use or inability to use the Software. UKG 2024.12.16 [Executed effective as of the date signed by the Assistant City Manager above.] / [ACCEPTED AND AGREED:] CITY OF FORT WORTH INTERNAL ROUTING PROCESS: Approval Recommended: By: Name: Kevin Gunn Title: Director, IT Solutions Approved as to Form and Legality: Candace Pagliara By: Candace Pagliara (May 18, 20W 10:19:41 CDT) Name: Candace Pagliara Title: Sr. Assistant City Attorney Contract Authorization: M&C: 25-1113 Approval Date: 12/09/2025 Form 1295: 2025-1388073 Contract Compliance Manager: By signing I acknowledge that I am the person responsible for the monitoring and administration of this contract, including ensuring all performance and reporting requirements. By: Name: Title: David Zellmer Sr. IT Solutions Manager City Secretary: p�� o,.. o�io9P0 �e V � PpQ*'=e eo *pad a°ayn�z as4 By: Name: Jannette Goodall Title: City Secretary OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX ACITY COUNCIL AGEND Create New From This M&C FORT WORTH �v REFERENCE **M&C 25- 04AMENDMENTS FOR PUBLIC DATE: 12/9/2025 NO.: 1113 LOG NAME: SAFETY PAYROLL SOLUTION SOFTWARE CODE: C TYPE: CONSENT PUBLIC NO HEARING: SUBJECT. (ALL) Authorize Execution of Amendments with immixTechnology, Inc. and UKG Kronos Systems, LLC for Purchase of Public Safety Payroll Solution Software and Related Services in a Combined Amount Up to $1,100,000.00 and Add Six Renewal Options at a Five Percent Annual Increase for the Information Technology Solutions Department RECOMMENDATION: It is recommended that the City Council: 1. Authorize the execution of an amendment to City Secretary Contract No. 52679 with immixTechnology, Inc in the amount of $100,000.00, for a revised annual amount of $1,243,749.00, for purchase of Public Safety Payroll Solution Software through December 2025 using Texas Department of Information Resources Contract No. DIR-CPO-5688; and 2. Authorize the execution of an amendment to City Secretary Contract No. 63660 in the amount of $1,000,000.00, for a revised annual amount of $1,100,000.00, for the purchase of Public Safety Payroll Solution Software and related services beginning in January 2026 and add six renewal options at a five percent annual increase using OMNIA Partners Contract No. 24-6833, for the Information Technology Solutions Department. DISCUSSION: On October 25, 2016, City Council approved Mayor and Council Communication (M&C) P-11957 authorizing execution of City Secretary Contract (CSC) No. 52679 with immixTechnology, Inc., a value- added reseller, for the purchase of UKG Kronos, LLC branded timeclock integration software, timeclocks, and related services for integration of City timeclocks into the PeopleSoft Enterprise Resource Planning (ERP) system in an amount up to $300,000.00. On September 28, 2021, City Council approved M&C 21-0732 authorizing execution of an amendment to CSC No. 52679 for implementation of a new Public Safety Payroll Solution (PSPS) using UKG- branded products for the Police and Fire departments. On February 27, 2024, City Council approved M&C 24-0137 authorizing execution of an amendment to CSC No. 52679 with immixTechnology, Inc. to increase the annual amount of the agreement for a revised annual contract amount up to $650,000.00 to support purchase of technology licenses for PSPS. On September 17, 2024, City Council approved M&C 24-0802 authorizing execution of an amendment to CSC No. 52679 to increase the annual contract amount to an amount up to $1,143,749.00, as amended. Historically, the Information Technology Solutions (IT Solutions) department has entered into agreements with value-added resellers such as immixTechnology, Inc. (immixTechnology) for purchase of goods and services. Value-added resellers are typically more responsive and more customer -focused than purchasing directly from a manufacturer. Since execution of CSC No. 52679, immixTechnology has consistently failed to provide timely quotes or invoices which has resulted in City staff returning to City Council to request increased authority for payment of licenses/services provided in previous contract terms. On multiple occasions, City staff were required to escalate requests to the manufacturer, UKG Kronos, LLC, for assistance. Despite efforts to work with the manufacturer to expedite requests, immixTechnology has continued to not meet the City's requirements and set expectations. To prevent further issues with receipt of invoices, City staff recommend the approval of a final increase to CSC No. 52679 in an amount of $100,000.00 to close out existing orders placed through immixTechnology. City staff also recommend the increase of CSC No. 63660 with UKG Kronos, LLC, the manufacturer of PSPS products, to purchase all existing subscriptions, hardware, and related services directly. Upon approval of this M&C, IT Solutions will be able to process all revised quotes for existing subscriptions purchased through immixTechnology and transition all current and future subscriptions to be purchased directly through UKG Kronos, LLC. Funding is budgeted in the Other Contractual Services account within the Info Technology Systems Fund for the IT Solutions Department. COOPERATIVE PURCHASE — State law provides that a local government purchasing an item under a cooperative purchasing agreement satisfies State laws requiring that the local government seek competitive bids for purchase of the item. Cooperative contracts have been competitively bid to increase and simplify the purchasing power of local government entities across the State of Texas. SUCCESSOR CONTRACTS — The City will initially use the cooperative agreements to make purchases authorized by this M&C. In the event the cooperative agreements are not renewed, staff would cease purchasing at the end of the last purchase agreement, coinciding with a valid cooperative contract. If the City Council were to not appropriate funds for a future year, staff would stop making purchases when the last appropriation expires, regardless of whether the then -current purchase agreement has expired. If the cooperative agreements are extended, this M&C authorizes the City to purchase similar products under the extended contract. In the event a cooperative agreement is not extended, but vendor and cooperative purchasing agency execute new cooperative agreement(s) with substantially similar terms, this M&C authorizes the City to purchase the products under the new contract(s). If this occurs, in no event will the City continue to purchase goods and services under the new agreement beyond August 2032 without seeking Council approval. ADMINISTRATIVE CHANGE ORDER — An administrative change order or increase may be made by the City Manager up to the amount allowed by relevant law and the Fort Worth City Code and does not require specific City Council approval as long as sufficient funds have been appropriated. AGREEMENT TERMS — Upon City Council approval and execution of the related amendments, CSC 52679 will expire May 14, 2026 and CSC 63660 will expire July 13, 2026, each in alignment with the underlying Cooperative Agreements. RENEWAL OPTIONS — Upon City Council approval and execution of the related amendments, CSC 52679 will have no remaining renewal options and CSC 63660 may be renewed for six (6) additional one-year terms, each with a 5\% annual increase, in accordance with the underlying OMNIA Partners cooperative contract. These actions do not require specific City Council approval provided that the City Council has appropriated sufficient funds to satisfy the City's obligations during the renewal period. FISCAL INFORMATIONXERTIFICATION: The Director of Finance certifies that funds are available in the current operating budget, as previously appropriated, in the Info Technology Systems Fund to support the approval of the above recommendations and execution of the contract. Prior to any expenditure being incurred, the Information Technology Solutions Department has the responsibility to validate the availability of funds. TO Fund Department Account Project Program Activity Budget Reference # Amount ID I ID Year (Chartfield 2) FROM Fund Department Account Project Program Activity BudgetT Reference # Amount ID ID J Year I (Chartfield 2) Submitted for City Manager's Office by_ Originating Department Head: Additional Information Contact: ATTACHMENTS Dianna Giordano (7783) Kevin Gunn (2015) Mark DeBoer (8598) FID Table -AMENDMENTS FOR PUBLIC SAFETY PAYROLL SOLUTION SOFTWARE.xlsx (CFW Internal) Form 1295 2025-1388073 2025.11.12.pdf (CFW Internal) Fund Availability -AMENDMENTS FOR PUBLIC SAFETY PAYROLL SOLUTION SOFTWARE.pdf (CFW Internal) FORT WORTH. City Secretary's Office Contract Routing & Transmittal Slip Contractor's Name: UKG Kronos Systems, LLC Subject of the Agreement: Second Service Order for CSC No. 63660 with UKG Kronos Systems, LLC M&C Approved by the Council? * Yes 8 No ❑ If so, the M&C must be attached to the contract. Is this an Amendment to an Existing contract? Yes ❑ No ❑ 63660-SO2 If so, provide the original contract number and the amendment number. Is the Contract "Permanent"? *Yes ❑ No 8 If unsure, see back page for permanent contract listing. Is this entire contract Confidential? *Yes ❑ No 8 If only specific information is Confidential, please list what information is Confidential and the page it is located. Effective Date: If different from the approval date. Expiration Date: 7/13/2026 If applicable. Is a 1295 Form required? * Yes 8 No ❑ *If so, please ensure it is attached to the approving M&C or attached to the contract. Project Number: If applicable. *Did you include a Text field on the contract to add the City Secretary Contract (CSC) number? Yes 8 No ❑ Contracts need to be routed for CSO processing in the following order: 1. Katherine Cenicola (Approver) 2. Jannette S. Goodall (Signer) 3. Allison Tidwell (Form Filler) *Indicates the information is required and if the information is not provided, the contract will be returned to the department.