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HomeMy WebLinkAbout063660-A3 - General - Contract - UKG Kronos Systems, LLCCSC No. 63660-A3 THIRD AMENDMENT TO FORT WORTH CITY SECRETARY CONTRACT NO. 63660 This Third Amendment to Fort Worth City Secretary Contract No. 63660 ("Third Amendment") is made between the City of Fort Worth ("City,") a Texas home rule municipality, and UKG Kronos Systems, LLC ("Vendor,") a Massachusetts limited liability company. City and Vendor are each individually referred to herein as a "party" and collectively referred to as the "parties." WHEREAS, City and Vendor entered into an Agreement identified as City Secretary Contract No. 63660 beginning July 15, 2025 (the "Agreement,") for the purchase of Public Safety Solution Software and related services; WHEREAS, on December 9, 2025, Mayor and Council Communication (M&C) 25-1113 authorized the execution of the First Amendment to the Agreement to increase the annual contract amount to revised annual amount not to exceed $1,100,000.00, with a five percent (5%) automatic annual increase; WHEREAS, it is the collective desire of the parties to amend the Agreement to add Exhibit D-3, UKG Kronos Order Forms No. Q-438408 and Q-441402, for the purchase of additional professional services and related hardware; and WHEREAS, it is the collective desire of the parties to amend the Agreement to add Exhibit E-2, UKG Kronos Service Request Order No. SR -2026-00146066, for the purchase of additional professional services. NOW THEREFORE, known by all these present, the Parties, acting herein by and through their duly authorized representatives, agree to the following terms, which amend the Agreement as follows: I. AMENDMENTS 1. The Agreement is hereby amended to include Exhibit D-3, UKG Kronos Order Forms No. Q-438408 and Q-441402, for the purchase of additional professional services and related hardware. 2. The Agreement is hereby amended to include Exhibit E-2, UKG Kronos Service Request Order No. SR -2026-00146066, for the purchase of additional professional services. 3. The annual amount of the Agreement will remain unchanged at an amount not to exceed $1,155,000.00 for the renewal term beginning on July 14, 2026. OFFICIAL RECORD II. MISCELLANEOUS CITY SECRETARY FT. WORTH, TX Third Amendment to Fort Worth City Secretary Contract No. 63660 Page 1 of 5 All other terms, provisions, conditions, covenants and recitals of the Agreement not xpressly amended herein shall remain in full force and effect. [Signature Page Follows] Third Amendment to Fort Worth City Secretary Contract No. 63660 Page 2 of 5 [Executed effective as of the date signed by the Assistant City Manager below.] / [ACCEPTED AND AGREED:] City: By: Dianna Giordano (Sep 2, 2026 15:37:40 CDT) Name: Dianna Giordano Title: Assistant City Manager Date: 09/02/2026 UKG Kronos Systems, LLC Signed by: l#vtu, P et By: Name: Fabrice Pajot Title: Date: Sr Mgr. order Processing CITY OF FORT WORTH INTERNAL ROUTING PROCESS: Approval Recommended: By: Name: Kevin Gunn Title: Director, IT Solutions Approved as to Form and Legality: Candace ? iai-a By. Candace Pagliara (Sep Ir2026 07:46:43 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: z7, 1 Name: David Zellmer Title: Sr. IT Solutions Manager City Secretary: By: Name: Title: Jannette Goodall City Secretary OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Third Amendment to Fort Worth City Secretary Contract No. 63660 Page 3 of 5 EXHIBIT D-3 UKG Kronos Order Forms No. Q-438408 and Q-441402 (Attached) Third Amendment to Fort Worth City Secretary Contract No. 63660 Page 4 of 5 Quote#: Q-438408 Page 1/4 UVI HR, Pay, & Workforce Management Quote#: Q-438408 Expires: 15 Aug, 2026 Sales Executive: Michelle Mackey Effective Date: Effective as of the date of last signature of this Order Customer Legal Name: CITY OF FORT WORTH Customer Legal Address: 200 TEXAS ST, FORT WORTH, TX 76102-6314 USA Bill To: City of Fort Worth 100 FORT WORTH TRL FORT WORTH, TX 76102-2661 USA Bill To Contact: Currency: USD Customer PO Number: Solution ID: 6104762 Initial Term: 12 months from Billing Start Date Uplift Percent: 4 % Billing Start Date: Upon Signature of Order Form Order Type: Quote Date: 30 Jul, 2026 Ship To: City of Fort Worth 100 FORT WORTH TRL FORT WORTH, TX 76102-2661 USA Ship To Contact: David Zellmer Ship to Phone: 817-392-2746 Ship to Mobile: Contact: David Zellmer Email: david.zellmer@fortworthtexas.gov Shipping Terms: Shipping Point Ship Method: FedEx Ground Freight Term: Prepay & Add Renewal Term: 12 months Payment Terms: Net 30 Days U KG UKG Kronor Systems LLC 900 Chelmsford Street Lowell, MA 01851 Quote#: Q-438408 Page 2/4 Billing Frequency: Annual in Advance Professional Services - Fixed Fee Billing Frequency: Billed 100% upon signature of the order form Quote Summary Total Fixed Fees USD 48,120.00 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. UKG may invoice Customer up to sixty (60) days in advance of the Billing Start Date set forth in an order. Upon Customer's receipt of such invoice, Customer shall pay the invoice within the payment terms time frame set forth in such order. The Statement of Work attached to this order form is incorporated herein by reference. The parties agree that Customer is migrating from their existing Workforce Central perpetual software licenses (the "Existing Applications") to the UKG Pro Workforce Management software as a service offering ("Pro WFM"). Customer's Software Support for the Existing Applications shall continue, for up to two payroll cycles within 60 days after migration to Pro WFM, but in no event beyond December 31, 2025 in accordance with standard UKG Support policies or March 31, 2027 in accordance with UKG Workforce Central UKG Kronos Systems LLC 900 Chelmsford Street Lowell, MA 01851 Quote#: Q-438408 Page 3/4 End -of -Engineering Support policy, and shall terminate thereafter UKG Workforce Central End -of -Engineering (EoE) Support policy: The End of Engineering date signifies the end of all engineering activity for the product. Starting on January 1, 2026, UKG Global Support will continue to respond to support calls for customers with current maintenance up to the End of Life date of March 31, 2027. You may call UKG Global Support to receive answers to questions or problems you have encountered with your use of the product such as with configuration, setup tasks, and other questions of product usage. The support you receive from UKG Global Support does not change after the EoE date for questions relating to product usage, deployment, and other related activity in which you may need support. For the period between January 1, 2026 and March 31, 2027 (End of Engineering period) full engineering activity will have ceased and UKG will no longer be providing service release updates containing feature enhancements nor releasing patches for customer reported defects and version updates to embedded components. This means that functional issues with the software reported to UKG Global Support will not be resolved by the engineering team and a patch for defect resolution will not be provided. Examples of problems that may occur that will not be addressed are: • Customer updated its browser and is now receiving unexpected UI behavior • Customer created a new pay rule and does not get expected results • Customer configured a new feature for the first time and determined it doesn't work as expected Furthermore, version updates to embedded components will not be provided during this End of Engineering period. However, for customers with on premise implementations of Workforce Central with current maintenance, UKG will make available certain patches for security related items related to embedded components in the rare case a patch is necessary to resolve a security vulnerability. These patches will be available for Critical Security vulnerabilities classified by UKG using the CVSS v3.1 scale at 9.0+, when the product is used in accordance with the published documentation. UKG reserves the right to consider providing patches for other lower CVSS scores and will assess the criticality specific to Workforce Central as needed. Any patches available for download will be available for the most recent service release of WFC v8.1 only. Exclusions to this policy include Workforce HR, Workforce Payroll, Workforce Analytics (all specialized versions), and Workforce Enterprise Archive. No security patches will be made available for products on the exclusions list. Firmware updates for Intouch clocks follow a separate maintenance program and support for firmware is documented separately. This definition replaces all prior representations and warranties on the in scope Workforce Central modules during the End of Engineering period. 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 fees for Software Support for the Existing Applications. Customer may apply credits against any amounts owed to UKG by Customer until such credit is expended. Customer shall continue to pay the Software Support services fees on the Existing Applications until the Billing Start Date. U KG UKG Kronos Systems LLC 900 Chelmsford Street Lowell, MA 01851 Quote#: Q-438408 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 FORT WORTH A Signature: Dianna Giordano (Sep 2, 2026 15:37:40 CDT) Name: Dianna Giordano UKG Kronos Systems LLC Signed by: Signature: 715OOFAC5O1 F.,. Name: Title: Assistant City Manager Title: Fabrice Pajot Sr Mgr. order Processing Date: 09/02/2026 Date: 8/24/2026 1 2:12 PM EDT 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)ukg.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.ukg.com/one-suite#WhatproductnamesarechangingunderUKGDimensions UKG UKG Kronos Systems LLC 900 Chelmsford Street Lowell, MA 01851 UKG Migration Launch Statement of Work for City of Fort Worth 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 SOW shall apply to this Order and shall supersede any Statement of Work linked in the Order. The scope of services described herein are fixed price based 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. If there are changes to the outlined assumptions, or if additional work is required, additional costs may be required and timelines may be delayed. Billing for the Launch of Professional Services outlined in this Statement of Work will begin on the Billing Start Date specified in the corresponding Order, regardless of when the Welcome Phase or Go Live actually occurs. Should there be any postponement in the commencement of Professional Services or in the Go Live date, these changes will not alter or delay the Billing Start Date unless both parties formally agree to such modifications through a signed change order 1. Project Summary The purpose of this engagement is to support the customer's migration from UKG Workforce Central (WFC) to UKG Workforce Management (WFM). The project will focus on the implementation and deployment of the core Workforce Management platform, enabling the customer to transition from their existing Workforce Central environment to a modernized workforce management solution. 2. Introduction to Launch UKG's Launch methodology provides a framework for how the project will progress during Customer's deployment. The project team follows this framework to transition Customer's applicable functions from the legacy provider(s) to the UKG Subscription Service(s). The Launch methodology includes the following phases: This phase includes UKG's internal readiness and team assignments, Customer preparation and access to Welcome Subscription Service(s), project team kick off, and initial project planning. This phase includes reviewing and assessing Customer's current process and policy information to ensure the Requirements best fit between Customer's business requirements and the UKG Subscription Service(s). This phase includes configuring Customer's Subscription Service(s), migrating applicable data from legacy Build system(s), building integrations to/from third -party systems, and unit testing to ensure each iteration delivers a fully configured component of the system. Test This phase includes Customer's User Acceptance Testing (UAT) for the applicable UKG Subscription Service(s). This phase includes UKG assisting Customer with the first live processing, the rollout of the Subscription Go Live Service(s) and transition to UKG support. 3. 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. UKG Pro Workforce Management- Timekeeping 4. Launch Parameters Migration Phase 1 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. Project Launch and • UKG will support one (1) Launch Go Live for the Subscription Service(s) in the Order. Professional Completion Services launch timing below may not necessarily correlate with the billing start date noted in the Order. English: © 2026 UKG Inc. All Rights Reserved. UKG OPP-948720_T3; SOW terms expire if Order not executed by 9/30/2026. Prepared by: CB • A "Migration" Launch assumes existing configuration will be moved "as -is" from the legacy system where possible and does not include additional services to introduce or retool workflows or policies during the migration • A "Net New" Launch assumes configuration for a previously unlicensed or unconfigured Subscription Service • The typical Phase 1 Launch duration is three to four (3-4) from project kick-off and expire after six months. • Customer will exercise services, including all integrations, within the defined services period provided in this SOW. • Fixed Fee Launch pricing for the scope of services described herein is based on typical Launch duration identified in this SOW and assumes Customer will have established standardized HR, pay, and/or time policies/practices for employees included within the Order. • If any necessary Customer information, data, materials, access, cooperation and/or personnel is incomplete or delayed, UKG reserves the right to place the project on hold, reassign resources, and Launch Pricing amend the quoted pricing accordingly. • Material scope changes impacting project resource requirements and/or Launch duration, including interfaces not specified in this SOW, will require a separate Service Request. There may be opportunities to complete the project in a compressed duration. However, if Customer's project resources are unprepared or unavailable, the project's duration may need to be extended, increasing billable launch services fees required to complete this SOW. • UKG will perform work during standard business hours, Monday through Friday from 8:00 a.m. to 5:00 p.m. in the Customer's primary time zone. Work Hours • Work outside of the standard business hours must be mutually agreed upon in advance and requested with enough notice to ensure resource availability. • 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. Customer Tasks and • Customer's project manager is the appointed point of contact for Customer on this project. Customer's Communication 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 Customer. • UKG will deliver the scope of this project utilizing a blended approach of on and offsite resources. Onsite visits will be mutually agreed upon in advance. • Customer will provide UKG resources with access to necessary infrastructure to complete project tasks. Remote access will be granted using industry standard tools (GoToMyPC, PCAnywhere, etc.). Travel and Access • Travel expenses are not included and will be invoiced separately as incurred. Customer is responsible for airfare, lodging, and related travel expenses incurred while UKG resources are traveling for 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. 5. Roles, Responsibilities, and Deliverables A successful Launch assumes Customer participation throughout each phase of the project. Roles and responsibilities for both UKG and Customer are described below along with primary Launch deliverables and acceptance criteria. 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 • 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 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 English: © 2026 UKG Inc. All Rights Reserved. UKG OPP-948720_T3; SOW terms expire if Order not executed by 9/30/2026. Prepared by: CB part of the project plan course(s) throughout with UKG project team • Provide Customer access to the implementation • Access to the UKG Subscription Subscription Service(s) as Service(s) obtained as contracted in the Order contracted in the Order Requirements Build Test Go Live • Review legacy system setup and identify if configuration changes are needed in new system due to differences in functionality. • Review any necessary configuration changes with Customer and determine how to best configure the new system to meet their needs. • 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 Review legacy system setup to identify outdated or unused items that should not be brought over to the new system. Partner with UKG to review any configuration changes needed due to differences in functionality between the legacy system and the new system. • 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 • Execute manager and end -user training • Validate Subscription Service(s) and mutually agree to proceed with Go Live • Updated project plan delivered detailing activities and primary milestones • Legacy system setup reviewed to determine how it will transfer to the new system. • 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 • First live date has been achieved 6. 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. Customer will also provide resources and subject matter experts (SMEs) to support implementation of the Subscription Service(s) purchased or as otherwise mutually agreed to in the project plan. 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 Customer information necessary to perform such Professional Services which may include access to Customer's Confidential Information and Customer Data. Service Manager • Act as UKG project sponsor responsible to gain commitment for all project resources Project Manager• Serve as primary point of contact responsible for achieving project objectives by coordinating with all project resources on the timely completion of project tasks English: © 2026 UKG Inc. All Rights Reserved. UKG OPP-948720_T3; SOW terms expire if Order not executed by 9/30/2026. Prepared by: CB • 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 User Adoption Consultant • Serve as primary point of contact to advise designated Customer resources responsible to support the delivery of change management Data Conversion Consultant • Responsible for successful conversion of source data provided by Customer Workforce Management • Primary point of contact for workforce management Subscription Services configuration life Consultant cycle per the Launch methodology • Manage stakeholder engagement and communication across UKG, customer teams, SI resources, and partners to align expectations and support project success. • Develop and execute the Pro WFM implementation strategy, program design, timelines, and resource plan to achieve customer goals. Program Manager • Drive cross -team collaboration, delivery efficiency, risk management, and milestone tracking against the agreed program plan. • Support functional design workshops by guiding sequencing, prioritization, and alignment to program objectives. • Participate in program reviews, status updates, and governance forums to ensure continued alignment and progress. • Act as Customer project sponsor responsible to gain commitment for all project resources Executive Sponsor • 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 Project Manager/Lead 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 Education and Change • Act as Customer's primary resource and designated decision maker for end user training and Management Resource change management System Administrator • Serve as Customer's primary resource(s) for Subscription Service(s) configuration and on- going system support and knowledge Technical Resource • Serve as Customer's primary resource(s) for technical issues related to integrations, network, Subscription Service(s) security, and data conversion when applicable HR Subject Matter Expert • Customer's primary HR representative and designated decision maker Workforce Management Subject Matter Expert • Customer's primary workforce management representative and designated decision maker Other Subject Matter Experts • Other subject matter experts, as needed, to act as a primary resource and designated decision maker for their specialty area 7. Service Assumptions The following 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. English: © 2026 UKG Inc. All Rights Reserved. UKG OPP-948720_T3; SOW terms expire if Order not executed by 9/30/2026. Prepared by: CB Traini ion Services UKG will: • Provide guidance on recommended product training to prepare your project team during Launch via Project Map. 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. Training • 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 deliver the following during Phase 2: • Conduct a communications and user training planning workshop • Conduct a train the trainer consulting workshop User Adoption — • Provide a role -based user matrix Empower • Provide access to the preparing for change dashboard • Provide adaptable communications and user training plans • Provide train the trainer materials including manager course presentation (.ppt) and participant guide (.doc), standard hands-on practice exercises with the most common manager tasks, employee job aids (.html) User Acceptance UKG will: Testing (UAT) Support • Provide an overview of the UAT process, including testing tools and the approach to be used for issue management • Supply stock baseline test cases to validate system functionality and provide general guidance to aid 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 Customer to validate system readiness prior to Go Live UKG will provide the following as part of the Phase 1 migration Launch: • Strategic Technical Advisor to guide Customer in single sign -on (SSO) and migration of up to five (5) time collection devices with knowledge transfer enabling Customer to migrate the remaining • Existing custom report assessment • Workforce Central Customer Historical Access including: Phase 1 Technical o Historical access setup services with upgrade for read-only reporting to Customer's existing Services instance of Workforce Central o Hardware recommendations and assistance with restoring the UKG database on -premise o Installation/upgrade of base Workforce Central applications (if applicable) o Moving reports (including custom if applicable) to the historical environment o Excluded from scope: Modules such as Workforce Device Manager, Workforce Integration Manager, custom features, and Single Sign On UKG will deliver the following standard integration templates as part of the Phase 1 migration Launch (flat - file integration templates are delivered via encrypted flat -file through a secure FTP site and processed as a scheduled event): Phase 1 Flat -File • One (1) Employee Data Import Integration Templates • One (1) Payroll Export • One (1) Accrual Balance Export UKG will deliver up to one (1) of the following tailored integration templates as part of the Phase 1 migration Launch: English: © 2026 UKG Inc. All Rights Reserved. UKG OPP-948720_T3; SOW terms expire if Order not executed by 9/30/2026. Prepared by: CB • Punch Data Export • Punch Data Export Customer will exercise services within the defined services period provided in this SOW UKG Pro Workforce Management Services Other UKG Services 8. Service Requests Requests for changes to this SOW, additional scope, activities, or increased project duration 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 billable service request ("Excluded Items"): • Material changes in the scope or effort (i.e., # of deployments or EINs, request of onsite assistance, etc.) • Material changes in the number or type of deliverables to meet the defined scope of effort (i.e., additional integrations, profiles, etc.) • Changes to the project resource requirements • Changes to the Launch duration (i.e., changes to the scheduled dates after completion of Requirements) • Modules placed on hold may incur re -engagement or other re -work fees and may result in a change of consultant(s) UKG will assess the time needed to implement the Service Request, its impact on the project's delivery, and will quote the Service Request based on current rates. Service Request will be submitted through the UKG Community. UKG will perform the requested work once the Service Request has been completed and signed by the Customer. UKG will not be responsible for troubleshooting Subscription Service(s), interfaces or hardware not provided by UKG. English: © 2026 UKG Inc. All Rights Reserved. UKG OPP-948720_T3; SOW terms expire if Order not executed by 9/30/2026. Prepared by: CB Quote#: Q-441402 Page 1/3 UVI HR, Pay, & Workforce Management Quote#: Q-441402 Expires: 29 Aug, 2026 Sales Executive: Michelle Mackey Effective Date: Effective as of the date of last signature of this Order Customer Legal Name: CITY OF FORT WORTH Customer Legal Address: 200 TEXAS ST, FORT WORTH, TX 76102-6314 USA Bill To: City of Fort Worth 100 FORT WORTH TRL FORT WORTH, TX 76102-2661 USA Bill To Contact: Currency: USD Customer PO Number: Solution ID: 6104762 Initial Term: 12 months from Billing Start Date Uplift Percent: 4 % Billing Start Date: Upon Signature of Order Form Order Type: Quote Date: 30 Jul, 2026 Ship To: City of Fort Worth 100 FORT WORTH TRL FORT WORTH, TX 76102-2661 USA Ship To Contact: David Zellmer Ship to Phone: 817-392-2746 Ship to Mobile: Contact: David Zellmer Email: david.zellmer@fortworthtexas.gov Shipping Terms: Shipping Point Ship Method: FedEx Ground Freight Term: Prepay & Add Renewal Term: 12 months Payment Terms: Net 30 Days U KG UKG Kronor Systems LLC 900 Chelmsford Street Lowell, MA 01851 Quote#: Q-441402 Page 2/3 Equipment Purchase Billing Frequency: Invoiced Upon signature of the Order form Hardware Support Billing Frequency: Invoiced Upon signature of the Order form Accessories Billing Frequency: Invoiced Upon the Signature of the order form Quote Summary Total Equipment Purchase and Accessories Fee I USD 5,051.60 Total Support Fee I USD 450.00 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. UKG Kronos Systems LLC 900 Chelmsford Street Lowell, MA 01851 Quote#: Q-441402 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 FORT WORTH A Signature: Dianna Giordano (Sep 2, 2026 15:37:40 CDT) Name: Dianna Giordano UKG Kronos Systems LLC Signed by: Signature: 7E4599F8AC594 F.._ Name: Fabrice Pajot Title: Assistant City Manager Title: Sr Mgr. order Processing 09/02/2026 8/24/2026 1 2:12 PM EDT 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 ukg.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.ukg.com/one-suite#WhatproductnamesarechangingunderUKGDimensions UKG UKG Kronos Systems LLC 900 Chelmsford Street Lowell, MA 01851 EXHIBIT E-2 UKG Kronos Service Request Order No. SR -2026-00146066 (Attached) Third Amendment to Fort Worth City Secretary Contract No. 63660 Page 5 of 5 uKG' HR. Payr. & Workforce Management Service Request Order This Service Request Order (SRO) outlines the scope of services to be provided by UKG and is/are subject to the terms and conditions set forth in the UKG Master Services Agreement (MSA) or such other existing underlying agreement between the Parties. Unless otherwise defined herein, words and expressions defined in the MSA shall have the same meaning in this SRO. In the event of a conflict or discrepancy between the terms in this SRO and the MSA, the MSA shall prevail. Customer THE FORT WORTH POLICE Bill -to Name: DEPARTMENT Contact Name: Mark DeBoer Phone: Legal Entity: UKG Kronos Systems LLC Solution Id: 6151715 Email: mark.deboer@fortworthtexas.gov Job Title: IT Assistant Director Creation Date: 8/5/2026 SR Number: SR -2026-00146066 Quote Expiration 9/4/2026 Date: Currency: USD Scope of Services: UKG will provide resource(s) to complete the following services: SRP Number Service Name SRP-2026-001 46066U Solutions Consultant Description of Services rvice Request of Fort Worth Police Department Implementation - Additional Project Delivery Hours urpose is Service Request provides additional Project Delivery (PD) hours required to complete the City Fort Worth Police Department implementation, including go -live preparation, production bilization, Phase 2 Analytics activities, transition to Global Support, and project closeout. he Project Delivery workstream is currently forecasted through November 1, 2026. The planned ansition to Global Support is October 4, 2026; however, the forecast has been extended through ovember 1, 2026, to provide a management reserve should additional post -go -live support be squired or the transition timeline need to be extended based on customer readiness or production bilization. nce the last week of January 2026, the project has consumed approximately 908 billable Project slivery hours, representing an average burn rate of approximately 35 hours per week. This historical lization was used to estimate the remaining effort required to complete the implementation. ining Scope and Activities additional hours will support the following remaining implementation activities: Completion of customer testing and validation Resolution of open defects and outstanding integration activities Final go -live readiness planning Production go -live scheduled for September 5, 2026 UKG support through two successful payroll cycles Planned transition to Global Support on October 4, 2026 Phase 2 Analytics activities, including 80 hours allocated for the Analytics resource Post -go -live stabilization and management reserve through November 1, 2026 0 Final project closeout activities lours and Financial Summary Project Delivery budget has 347.5 hours remaining. These hours will carry over from the IMMIX ect after the May invoice credit is processed. sed on the historical project burn rate, remaining implementation timeline, and activities required ough project completion, the current balance is not expected to provide sufficient coverage. additional 175.5 Project Delivery hours are therefore requested. Description Hours Remaining Project Delivery hours transferred from IMMIX 347.5 Additional Project Delivery hours requested 175.5 Total Service Request hours 523.0 Iling Rate: $162.00 per hour of -to -Exceed Amount: $84,726.00 requested hours include a reasonable contingency for post -production issues and stabilization sort. This reserve is intended to reduce the likelihood of requiring an additional budget request uring the final phase of the engagement. Iling will be performed on a time -and -materials basis and invoiced for actual hours incurred, up to approved not -to -exceed amount. ion proval of this Service Request authorizes up to 523.0 Project Delivery hours at a billing rate $162.00 per hour, for a not -to -exceed amount of $84,726.00, to support completion of the of Fort Worth Police Department implementation through project closeout. Service Warranty: This Service Request will be considered complete after thirty (30) calendar days of delivery. Any defects must be submitted in writing by the Customer within this period. Reported defects that fall within the boundaries of this Service Request will be corrected at no cost to the Customer. Additional revisions not contained in the original scope will be considered a new request. Service and Fee Assumptions: • Projects are submitted for UKG resource assignment and scheduling upon Customer's SRO approval. • All services are contingent upon Customer involvement as mutually agreed to throughout the project. • Additional requirements or revisions not contained in the original scope will be considered a new request and will require an additional SRO. • All services will be performed remotely unless otherwise mutually agreed to in advance. Travel expenses are not included in SRO fees and will be invoiced separately if incurred as per the UKG Global Travel and Expense Policy. • Customer agrees to pay UKG for all fees due pursuant to this SRO plus any applicable federal, state, and local taxes. • Request details, service assumptions, and attachments for this SRO are available in the UKG Customer portal as applicable. Fees and Billing: Time and Materials: • This SRO item is Time and Materials and will be billed monthly as delivered. SRP Number Work Billing Role Quantity Unit Price Total Price Location SRP-2026-00146066 Remote Solution 523.00 USD 162.00 USD Consultant 84,726.00 Cancellation and Credit Policy: Upon Customer approval of this Service Request Order, Customer agrees that the amounts due must be paid in full. Should Customer cancel this Service Request Order, at any time, Customer may be eligible for a credit for up to the full amount due under this Service Request Order to be used on any future Service Request Order(s) only ("Service Request Credit"). Customer must request such Service Request Credit to UKG in writing within one hundred eighty (180) days from the date of cancellation. A Service Request Credit is granted to Customer once this Service Request invoice has been paid in full. Customer must use the credit within twelve (12) months of receipt of such Service Request Credit or forfeit any remaining amount of the Service Request Credit. Summary of Fees: Fee Totals Total Price Total Time and Materials USD 84,726.00 Services Accepted and Agreed to: THE FORT WORTH POLICE DEPARTMENT Signature: Dianna Giordano (Sep 2, 2026 15:37:40 CDT) Contact Name: Mark DeBoer Job Title: IT Assistant Director Date Signed: 8/7/2026 uKG, F1 . IPay. & Workforce Management CITY COUNCIL AGENDA Create New From This M&C Fo RT %o RT ii 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 INFORMATION/CERTIFICATION: 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 ID Year (Chartfield 2) FROM Fund Department Account Project Program Activity Budget Reference # Y Amount ID ID Year (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: Third Amendment to CSC 63660 of UKG Kronos Systems, LLC M&C Approved by the Council? * Yes 0 No ❑ If so, the M&C must be attached to the contract. Is this an Amendment to an Existing contract? Yes 0 No O 63660-A3 If so, provide the original contract number and the amendment number. Is the Contract "Permanent"? *Yes ❑ No 0 If unsure, see back page for permanent contract listing. Is this entire contract Confidential? *Yes ❑ No 0 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: July 13, 2027 If applicable. Is a 1295 Form required? * Yes 0 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 0 No O 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.