Amendment with Kronos, Inc.

C23-0329

AMENDMENT NO. 1
LINKING AGREEMENT BETWEEN THE CITY OF GLENDALE, ARIZONA AND
UKG KRONOS SYSTEMS LLC
(City of Glendale, Contract No. C23-0329)

This Amendment No. | (“Amendment”) to the Linking Agreement (“Agreement”) is made this

day of , 2024, (“Effective Date”), by and between the City of Glendale, an Arizona
municipal corporation (“City”) and UKG Kronos Systems, LLC, a Massachusetts Corporation,
authorized to do business in Arizona (“Contractor”).

RECITALS

Ae City and UKG Kronos Systems, LLC (“Contractor”) previously entered into a Linking
Agreement under the Cooperative Purchasing Agreement with Cobb County, Georgia,
Contract #18220, Contract No. C23-0329, dated March 29, 2023 (“Agreement”); and

B. City and Contractor wish to modify and amend the Agreement subject to and strictly in
accordance with the terms of this Amendment.

AGREEMENT

In consideration of the mutual promises set forth herein and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the City and Contractor hereby agree
as follows:

1 Recitals. The recitals set forth above are not merely recitals but form an integral part of this
Amendment.
2: Term. The term of the Agreement is extended for a one-year period from March 18, 2024

through March 17, 2025, unless otherwise terminated or canceled as provided by the
Agreement. All other provisions of the Agreement except as set forth in this Amendment
shall remain in their entirety.

3. Scope of Work. Additional licenses and professional services have been added to the
amended Scope of Work appended as Exhibit B.

4. Compensation. The total compensation for this Agreement shall be increased by $179,421
to an amount not to exceed Eight Hundred Thousand, One Hundred Twenty-Five dollars
($800,125) for the entire term of the Agreement.

5. Insurance Certificate. Current certificate will expire on December 1, 2024. A new certificate
applying to the extended term must be provided prior to this date to Materials Management
and the Contract Administrator.

6. Uyghur Forced Labor Prevention Act (UFLPA). Contractor certifies that it does not
currently, and during the term of this Agreement, will not use:
(a) the forced labor of ethnic Uyghurs in the People’s Republic of China;
1

05/10/2023

(b) any goods or services produced by the forced labor of ethnic Uyghurs in the People’s
Republic of China; and

(©) any contractors, subcontractors or suppliers that use the forced labor or any goods or
services produced by the forced labor of ethnic Uyghurs in the People’s Republic of
China.

Ratification of Agreement. City and Contractor hereby agree that except as expressly
provided herein, the provisions of the Agreement shall be, and remain in full force and effect.
If any provision of any Exhibit hereto conflicts with this Amendment, the provisions of this
Amendment shall prevail. If any provision of this Amendment conflicts with the Agreement,
then the provisions of this Agreement shall prevail.

[Signatures on the following page.]

05/10/2023

ATTEST:

CITY OF GLENDALE, an Arizona

municipal corporation

Kevin R. Phelps, City Manager

Julie K. Bower, City Clerk

APPROVED AS TO FORM:

(SEAL)

Michael D. Bailey, City Attorney

UKG Kronos Systems, LLC
a Massachusettes Corporation

Ce AR lla alt |

By Baca Kw Bu hough:
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As Hay 2oay

05/10/2023

AMENDMENT NO. 1
LINKING AGREEMENT BETWEEN THE CITY OF GLENDALE, ARIZONA AND KRONOS
INCOPORATED., Contract No. C23-0329

EXHIBIT B

Capacity Increase and Scope of Work

Quote#: Q-206604

Page 1/3
ORDER FORM
Quote#: Q-206604 Order Type: Amendment
Expires: 29 Jun, 2024 Date: 21 May, 2024
Sales Executive: David Chetlain
Effective Date: Effective as of the date of last signature of this Order
Customer Legal Name: Ship To: CITY OF GLENDALE
CITY OF GLENDALE 5850 W GLENDALE AVE FL 4
GLENDALE, AZ 85301-2563 USA
Customer Legal Address:
5850 W GLENDALE AVE FL 4, GLENDALE, AZ 85301-2563
USA
Bill To: CITY OF GLENDALE
5850 W GLENDALE AVE FL 4
GLENDALE, AZ 85301-2563 USA
Bill To Contact: Ship To Contact: Feroz Merchhiya
Ship to Phone: 623-930-2660
Ship to Mobile:
Contact: Sara Ainsworth
Email: sainsworth@glendaleaz.com
Currency: USD Shipping Terms: Shipping Point
Customer PO Number: Ship Method: FedEx Ground
Solution ID: 6185860 Freight Term: Prepay & Add
Term: Co-Term Renewal Term: 12 months
Uplift Percent: 4% Payment Terms: Net 30 Days
Billing Start Date: 60 Day Billing Delay Upon Signature of Order Form
Data Center Location: USA
Subscription Services
Billing Frequency: Annual in Advance
Subscription Services Quantity PEPM Monthly Price
UKG PRO TIMEKEEPING HOURLY 550 USD 6.00 USD 3,300.00
UKG PRO ACTIVITIES 2,330 USD 1.50 USD 3,495.00
UKG PRO ABSENCE 550 USD 1.50 USD 825.00

UKG

UKG Kronos Systems LLC 900 Chelmsford Street Lowell, MA 01851

Quote#: Q-206604

Page 2/3
Subscription Services Quantity PEPM Monthly Price
UKG PRO WORKFORCE MANAGEMENT ANALYTICS 550 USD 1.20 USD 660.00
Total Price USD 8,280.00
Quote Summary
Item Total Price
Total Monthly SaaS and Equipment Rental Fees USD 8,280.00

Order Notes:

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 “US Communities Agreement #18220").

UKG Pro Timekeeping, Activities, Absence, and Analytics has a Billing Start Date of 60 Days from signature of this order.
The Billing Start Date for the other Subscription Services is upon signature of the order form.
The fees for the Subscription Services are invoiced 60 days prior to the Billing Start Date.

UKG UKG Kronos Systems LLC 900 Chelmsford Street Lowell, MA 01851

Quote#: Q-206604
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 GLENDALE 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.

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

se
uv KG UKG Kronos Systems LLC 900 Chelmsford Street Lowell, MA 01851

C23-0329 AMENDMENT 1 - EXHIBIT B

UKG

Quote#: Q-247047
Expires: 30 Jun, 2024
Sales Executive: David Chetlain

Quote#: Q-247047
Page 1/3

ORDER FORM
Order Type: Quote
Date: 18 Apr, 2024

Effective Date: Effective as of the date of last signature of this Order

Customer Legal Name:
CITY OF GLENDALE

Customer Legal Address:
5850 W GLENDALE AVE FL 4, GLENDALE, AZ 85301-2563
USA

Bill To: CITY OF GLENDALE
5850 W GLENDALE AVE FL 4
GLENDALE, AZ 85301-2563 USA

Bill To Contact:

Ship To: CITY OF GLENDALE
5850 W GLENDALE AVE FL 4
GLENDALE, AZ 85301-2563 USA

Ship To Contact: Sara Ainsworth

Ship to Phone: (623) 930-2904

Ship to Mobile: 602-376-1578
Contact: Sara Ainsworth

Email: sainsworth@glendaleaz.com

Currency: USD
Customer PO Number:
Solution ID: 6185860
Term: Co-Term

Uplift Percent: 4%

Billing Start Date: Upon Signature of Order Form
Data Center Location: USA

Shipping Terms: Shipping Point
Ship Method: FedEx Ground
Freight Term: Prepay & Add
Renewal Term: 12 months
Payment Terms: Net 30 Days

UKG

UKG Kronos Systems LLC 900 Chelmsford Street Lowell, MA 01851

Quote#: Q-247047
Page 2/3

Professional Services - Fixed Fee
Billing Frequency: Billed 100% upon signature of the order form

Professional Services - Fixed Fee Billing Role Quantity Unit Price Total Price
UKG PRO WORKFORCE MANAGEMENT FF

ONBOARDING SERVICES Grouped 1 USD 70,920.00 USD 70,920.00
Total Price USD 70,920.00

Quote Summary

Item Total Price
Total Fixed Fees USD 70,920.00

Order Notes:

This Order is entered into between Customer and UKG Kronos Systems LLC (formerly known as Kronos Incorporated), subject to the
terms and conditions of the Master Agreement Reference #18220 dated March 18th, 2019, between the Lead Agency (acting as
"Owner") and UKG Kronos Systems LLC (as the "Contractor"), as amended ("Contract #18220") and the Linking Agreement between
The City of Glendale, Arizona and Kronos Incorporated dated 03/30/2023

UKG UKG Kronos Systems LLC 900 Chelmsford Street Lowell, MA 01851

Quote#: Q-247047
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 GLENDALE 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.

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

UU KG UKG Kronos Systems LLC 900 Chelmsford Street Lowell, MA 01851

UKG Statement of Work for City of Glendale

This Statement of Work (SOW) outlines the scope of services to be provided by UKG for the Professional 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 time and materials and subject to the same terms and conditions as the corresponding Order.
Unless otherwise defined herein, words and expressions defined in the Order shall have the same meaning in this Statement of Work.

1. Professional Services in Scope
The Customer has engaged UKG to provide the following Professional Services:

Service Description

UKG will:
Project Manager e Provide seventy-nine project management hours to scope out the project to meet City’s needs.
This includes additional employee pay rules, personas, and accrual policies.
UKG will:
e Provide three hundred fifteen solution consultant hours to scope and configure the project to meet
Solution Consultant the City’s needs. This includes additional employee pay rules, personas, and accrual policies.

Scope Assessment

Scope Item | Included in Scope Extra | Additional Drivers of Additional Scope

Created | Information

Employee Pay Up to 8 Pay Rules 17 Extra Pay Total of 30 Pay Fire Department 40 hr employees account for 15

Rules Standard Rules Rules Created unique pay rules
e 5 Additional A La
Cart
e =Total = 13
User Up to 5 Personas: 8 Extra Total of 13 Core Team requested stricter security controls
Personas/Roles e 1 Payroll Personas Personas over manager activities in the system. Examples
Administrator Created include: Benefits Leave Manager, PD Scheduler
2 Manager Roles Manager, etc.
2 Employee
Roles
Accrual Policies Up to 10 Configurable 34 Extra Total of 44 Vacation policies driving this. Allowing employees
Policies Policies Policies Created to customize accrual pay out percentages (pay

out vs. banked) necessitates the creation of many
policies to fit each potential scenario, rules and
carry overs.

Fire employees contributed 7 of the 24 Vacation
Policies that had to be built.

2. Service Parameters
The following parameters provide an additional set of considerations as it applies to the Project and Professional Services described in
this document:

UKG OPP-743028SVC; SOW terms expire if Order not executed by <06/30/2024>

Item Parameters

Project Assumptions ° The project duration is estimated to be 8 months

e Time and Materials pricing for the scope of services described herein is based on when scope of
services are completed.

e There may be opportunities to complete the project in a compressed duration. If, however, Customer's
project resources are unprepared or unavailable, the project's duration may need to be extended,
increasing the budget required to complete this SOW.

Services Pricing e Services will be delivered as one continuous project. 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 amend the quoted pricing accordingly.

e Material scope changes impacting project resource requirements and/or duration will require a separate
Service Request.

e 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 e Work outside of the standard business hours must be mutually agreed upon in advance and requested
with enough notice to ensure resource availability.

e Both UKG and the Customer's project team will complete assigned tasks by mutually agreed upon due
dates as set forth in the project plan. UKG will not be responsible for delays caused by the Customer's
failure to provide adequate resources for the project or complete tasks promptly.

Customer Tasks and ° UKGwill communicate with the Customer's project manager, the appointed point of contact for Customer

Communication on this project. The Customer's project manager will be responsible for all communications and project
management among all Customer parties (staff, vendors, consultants) and for the escalation and
resolution of any issues for the Customer.

e All project tasks are completed through UKG’s remote deployment model unless otherwise mutually
agreed to in advance or via an authorized Service Request order.

e 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 e 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.

3. Service Requests
Requests for changes to this SOW, additional scope, or activities outside of this planned project scope must be submitted to the UKG
project manager in writing or in the form of an electronic Service Request.

The following excluded items are considered out of scope and will require a Service Request:
e Material changes in the defined scope or effort
e Material changes in the number or type of work items to meet the defined scope of effort
e Changes to the project remote delivery model
e Changes to the project duration

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. 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.

UKG OPP-743028SVC; SOW terms expire if Order not executed by <06/30/2024>

AMENDMENT NO. 1
LINKING AGREEMENT BETWEEN THE CITY OF GLENDALE, ARIZONA AND KRONOS
INCOPORATED., Contract No. C23-0329

EXHIBIT C
METHOD AND AMOUNT OF COMPENSATION

Pricing is based on additional licensing and deliverables defined in the City’s Scope of Work and attached
as Exhibit B.

NOT TO EXCEED AMOUNT

The total amount of compensation paid to Contractor must not exceed $800,125 for the entire term of the
agreement.

DETAILED PROJECT COMPENSATION

Description — Price Months |SubTotal Farnated Total
eee Tax (9.2%)

Year 1: Software Licensing/Maintenance $ 17,730 12 $  212,760|$ 19,574|)$ 232,334
Year 2: Software Licensing/Maintenance $3730 12 S$  212,760|$ 19,574)$ 232,334
‘Setup Fee/Professional Services S 109,840 |}$ 10,105/$ 119,945
‘Ala Carte Services S 28,250 |$ 2,599 | $ 30,849
Training S 4,800 |S 442 |$ 5,242
‘Year a Software Licensing/Maintenance - $8,280 12 $ 99,360 | $ 9,141 | § 108,501
Capacity Increase

_UKG Pro WFM FF Onboarding Services - $ 70,920 $01 § 70,920

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