1 FIFTH MODIFICATION OF SOFTWARE MAINTENANCE
AND SUPPORT AGREEMENT NO. 8434 (CCS)
This Fifth Modification of Software Maintenance and Support Agreement Number 8434 (CCS) (“Fifth Modification”), entered into as of ______________(“Execution Date”), by and between the City of Santa Monica (“City”), a California municipal corporation, and Kronos Incorporated (“Kronos”) is made with reference to the following:
RECITALS
A. On or about May 26, 2005, the City and Kronos entered into the Software Maintenance and Support Agreement No. 8434 (CCS) for Software Maintenance and Support (“Original Agreement”).
B. On or about December 23, 2008, the City and Kronos entered into a First Modification of the Original Agreement (“First Modification”) to purchase additional software licenses and to add maintenance and support services to the Original Agreement.
C. On or about July 24, 2015, the City and Kronos entered into a Second Modification of the Original Agreement (“Second Modification”) to extend the term of the Original Agreement to accommodate the City’s desire to receive maintenance and support services for an additional five years.
D. On or about April 20, 2016, the City and Kronos entered into a Third Modification of the Original Agreement (“Third Modification”) to purchase additional software licenses and to add maintenance and support services to the Original Agreement.
E. On or about December 28, 2018, the City and Kronos entered into a Fourth Modification of the Original Agreement (“Fourth Modification”) to convert the City’s perpetual Kronos Workforce Central software licenses to Kronos Software as a Service (SaaS) licenses. The Original Agreement, First Modification, Second Modification, Third Modification, and Fourth Modification may be referred to collectively herein as “the Agreement.” F. Concurrent with the execution of the Original Agreement, on or about May 26, 2005, the City and Kronos entered into the Kronos Sales Agreement and Software License Agreement Number 8417 (CCS) (“Original Sales Agreement”) for the purchase of certain software licenses, equipment, and professional services that were the subject the maintenance and support to be provided pursuant to the Agreement. The Original Sales Agreement was subsequently modified by the parties on December 23, 2008, November 6, 2012, July 24, 2015, April 20, 2016, and December 28, 2018.
G. The City and Kronos now desire to enter into this Fifth Modification to the Agreement to facilitate the migration of the City’s on-premises Workforce Telestaff Database to the Kronos Cloud and to pay for professional services associated with hosting of the City’s database in the cloud (the “Fifth Modification”).
DocuSign Envelope ID: 06581AAB-9E34-4BE7-BE64-34425BF3F0EA 12/23/2020
2 TERMS AND CONDITIONS
Now, therefore, the undersigned parties do hereby mutually agree to modify the Agreement as follows:
1. Section 1(B) of the Original Agreement entitled “Software Support Services” is modified to include the following:
Workforce TeleStaff Enterprise Bundle Licenses. Kronos shall provide to City the most current available version of the Workforce TeleStaff SaaS Applications in the Kronos’ hosting environment, as described in the TeleStaff – Software as a Service Terms and Conditions, attached hereto as Exhibit A-5. Kronos shall provide the corresponding software licenses in accordance with the Kronos Order Form dated 6/22/2020, attached hereto as Exhibit B-5.
2. Term. The term for the SaaS licenses covered by this Fifth Modification shall begin on the Billing Start Date as set forth in Exhibit B-5 and shall terminate 36 months thereafter, unless terminated earlier as set forth in the Agreement or extended by the parties in writing.
3. Section 4 of the Original Agreement entitled “Fees and Charges” is modified to include the following:
A. For fiscal years 2020/21, 2021/22, and 2022/23, the annual fee for the software as a service required for the Workforce TeleStaff Software and provided to City under the Fifth Modification shall be no more than $14,400.00 per year.
B. The compensation paid by City to Kronos for the software as a service rendered to City pursuant to the Fifth Modification shall not to exceed the amount of $49,680.00.
C. The total amount of compensation paid by City to Kronos for any and all services rendered under the Agreement and all subsequent modifications shall not exceed $1,900,125.00 unless expressly modified by the parties in writing.
4. Except as expressly modified by this Fifth Modification, all other terms and conditions of the Agreement shall be and remain in full force and effect.
DocuSign Envelope ID: 06581AAB-9E34-4BE7-BE64-34425BF3F0EA 3 IN WITNESS WHEREOF, the parties have executed this Fifth Modification as of the date and year first written above.
ATTEST:
______________________________
DENISE ANDERSON-WARREN
APPROVED AS TO FORM:
______________________________
LANE DILG
CITY OF SANTA MONICA,
a municipal corporation
By: ______________________________
RICK COLE
#VENDOR
By: ________________________________
DocuSign Envelope ID: 06581AAB-9E34-4BE7-BE64-34425BF3F0EA Interim City Attorney
12/18/2020
George Cardona
Order Processing Analyst
UKG
12/22/2020
Nicole Dandurant
Interim City Manager
12/23/2020
Lane Dilg
City Clerk
12/24/2020
Denise Anderson-Warren
4 Exhibit A-5
DocuSign Envelope ID: 06581AAB-9E34-4BE7-BE64-34425BF3F0EA 5 To whom it may concern,
The City of Santa Monica has agreed to migrate their On-Premise Workforce Telestaff Database to the Kronos Cloud. An annual payment of $14,400.00 is to be paid to host the Santa Monica Fire Department’s Telestaff database. This includes one Production and Test Environment.
Kronos will maintain the servers until expiration of the contract.
Workforce Telestaff is used to fairly schedule public safety personnel, manage overtime opportunities, and report findings and discrepancies through the collection of staffing data.
Kronos Incorporated (Headquarters)
900 Chelmsford Street
Lowell, MA 01851
Tel: +1 (978) 250 9800
Fax: +1 (978) 367 5900
Website: www.kronos.com
DocuSign Envelope ID: 06581AAB-9E34-4BE7-BE64-34425BF3F0EA 6 Exhibit B-5
Quote #:
Expires:
Prepared By:
661759-1 (conversion), 661760-1 (add-on)
7/23/2020
Bryan Driscoll
Order Type:
Date:
Upgrade
6/22/2020
Bill To: Attn: Accounts Payable Ship To: Attn: Laura Smart Santa Monica Fire Santa Monica Fire
333 Olympic Drive, 2nd Floor 333 Olympic Drive, 2nd Floor Santa Monica, CA 90401
Email:
Santa Monica, CA90401
[email protected]
Solution ID: 6104398 FOB: Shipping Point
Currency: US Ship Method: FedEx Ground
Customer PO #: Freight Terms: Prepay & Add
Data Center: USA
Executive Name: Laura Smart
Executive Email: [email protected]
Program Manager Name: Laura Smart
Program Manager Email: [email protected]
Notes: .
This order is subject to the terms and conditions of that certain Kronos Sales Agreement and Software License Agreement No. 8417 (CCS) between City of Santa Monica and Kronos dated May 26, 2005, as amended by the First Modification dated December 23, 2008, as also amended by the Second Modification dated November 6, 2012, as also amended by the Third Modification dated July 24,2015, as amended by the Fourth Modification dated April 20,2016, and as further amended by the Fifth Modification dated December 28, 2018.
Initial Term: Three Year
Billing Start Date: 90 days from execution of Order Form Renewal Term: One Year
Payment Terms: Net 30
Billing Frequency (unless otherwise noted, all invoices are due per the payment terms noted above):
Applications: Annual in Advance
Professional Services: Bill as you go, Monthly in arrears as delivered KnowledgePass & Education Subscription: Upon execution of Order Form The fees for the Applications are invoiced 60 days prior to the Billing Start Date.
Kronos will provide Customer read-only ODBC access into Customer’s production and non-production databases for Timekeeper/HRMS over secure connection (e.g. VPN). Customer is responsible for establishing this secure connection to the Kronos Cloud and additional fees for that connection may apply. Kronos may, but is not obligated to, limit or block Customer’s database read-only ODBC queries in order to prevent failure of the database due to overload. Kronos will not pay SLA credits for any Outage that is the result of overloading the database during read-only ODBC access. Overall performance may be limited during peak processing periods, and Customer may need to limit resource intensive read-only ODBC queries to off-peak periods. Customer acknowledges that read-only ODBC over a long distance secure connection is not a reliable protocol for it does not have retry logic built-in to handle connectivity issues. Kronos will not be responsible for any changes required to Customer’s internal systems to account for limitations of read-only OBDC protocol.
This order is made as part of a Kronos promotion. All pricing is discounted solely in connection with such promotion and will not be applied to future orders. Customer’s Software Support and Cloud Hosting services, as applicable, for the existing Workforce Central perpetual licenses shall continue, in accordance with Kronos Support policies, for a period of ninety (90) days from execution of this Order Form, and shall terminate thereafter, unless Customer chooses to reinstate Software Support and Cloud Hosting services, as applicable, at applicable fees.
Workforce Central SaaS 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, Kronos will credit any pre-paid but unused fees for Software Support and/or Cloud Hosting Services on the perpetual licenses, as applicable. Credits may be applied against any amounts owed to Kronos by Customer until such credit is expended. Customer shall pay for Software Support and Cloud Hosting services fees, as applicable, on the perpetual licenses until the Workforce Central SaaS Billing Start Date.
APPLICATIONS
Item License/Qty PEPM Monthly Price
Workforce TeleStaff Enterprise Bundle V7.1 150 $8.00 $1,200.00 Workforce TeleStaff Bidding v7.1 150 $0.00 Included
Monthly Total: $1,200.00
CLOUD SERVICES
Item Qty Unit Price Monthly Price
Read-Only ODBC Access to WFC/HR Database 1 $0.00 $0.00
Total Monthly: $0.00
CORE SMB PROFESSIONAL / EDUCATIONAL SERVICES
Item Duration Total Price
KnowledgePass SaaS WFC SMB Included
Total Price $0.00
Order Form - Workforce Central SaaS for SMB
DocuSign Envelope ID: 06581AAB-9E34-4BE7-BE64-34425BF3F0EA 7 BILL AS YOU GO SERVICES
Item Qty Rate Billing Role Total Price
TSG Professional Services 14 $180.00 Solution Consultant $2,520.00 TSG Professional Services 11 $180.00 Project Manager $1,980.00 TSG Technical Services 12 $215.00 Technology Consultant $2,580.00 Paragon Online Remote Team 4 $180.00 Project Manager $720.00 Paragon Online Remote Team 24 $180.00 Solution Consultant $4,320.00 Paragon Online Remote Team 16 $180.00 Intergration Consultant $2,880.00 Paragon Senior Integration 8 $215.00 Senior Intergration Consultant $1,720.00 Total Price $16,720.00
SUMMARY
Item Total Price
Monthly Application Fee $1,200.00
Total Monthly Service Fees: $1,200.00
Bill As You Go Services $16,720.00
Total Bill As You Go: $16,720.00
Santa Monica Finance Department
By:
Name: Gigi Decavalles-Hughes
Kronos Incorporated
By:
Name:
Title: Director of Finance Title:
Date: July 13, 2020 Date:
DocuSign Envelope ID: 06581AAB-9E34-4BE7-BE64-34425BF3F0EA 8 Customer Name: Santa Monica Fire Department SID: 6104398 Customer Contact: Tom Clemo Phone Number: 424-280-0490
Email Address: [email protected] Currency: USD
Professional Services Work Order
Opportunity ID: SRVCS ONLY
Professional Services Objective/Outcome Deliverable
PSWO language <1,000ee:
Technical Upgrade Service Scope to the Kronos Cloud
• Cloud overview
• Installation of Workforce TeleStaff (1) PROD and (1) DEV • System Overview
• (4) hours of testing support • (4) hours of go live support Assumptions • All services delivered remotely. • Customer is responsible for migration of the database to MS SQL prior to the upgrade. • Each upgrade is considered as “like-for-like” and does not include customizations, configuration, new features or functionality other than what is required by the new version. • Customer is responsible for recreating the tasks in excess of (5). • Customer is responsible for testing the upgraded database in the development environment, not to exceed a (4) week time period and should mimic current end to end persona-based tasks. • The project will be closed after eight weeks if customer testing stalls and forward progress toward go live on the upgraded database ceases.
Any additional time required to assist customer will be managed through a mutually agreed upon change order signed by both parties.
Budget
Professional Services Part # Billing Role Contract Type UOM Qty. Rate Total Price 9990057-PRO Solution Consultant Time and Materials Hours 14 $180.00 $2,520.00 9990057-PRO Project Manager Time and Materials Hours 11 $180.00 $1,980.00 9990079-PRO Technology Consultant Time and Materials Hours 12 $215.00 $2,580.00 Time and Materials Hours $0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
Total Professional Services $7,080.00
Sales Executive: Bryan Driscoll Create Date: 6/22/2020
Author: Expiration Date: 7/23/2020
DocuSign Envelope ID: 06581AAB-9E34-4BE7-BE64-34425BF3F0EA 9 Statement of Work for CITY OF SANTA
MONICA
Services Only_Integration Support
Sales Executive David Chetlain
Author Tammy Hilsgen
Expiration Date 7/23/2020
Quote Number 2020-56797
Revision # 1
Opportunity ID Opp-317247
Status Approved
Customer SID 6012149
(c) 2020, Kronos Incorporated and related companies. All rights reserved.
CONFIDENTIAL - Not to be disclosed to third parties without specific written consent from Kronos.
DocuSign Envelope ID: 06581AAB-9E34-4BE7-BE64-34425BF3F0EA 10 Overview
This Statement of Work ("SOW") provides an overview of the project including scope, approach, costs, and how the project will be managed. To support a successful implementation, the customer will provide the required internal project resources.
Project Objectives
The City is looking to track hours when an employee switches roles. Example Fire Fighter or Fire Prevention moves to working on the floor. Kronos will provide Professional Services to modify the following existing integrations to include one additional field for the purpose of tracking job transfers:
• WFC / TeleStaff Bi-directional Integration
• Payroll Export from WFC to Tyler Munis
Assumption around integration modification is as follows:
• The position is already part of the labor structure
• Modification of pay policies (pay rules, work rules, schedule rules, overtime rules, pay codes, etc) within WF Timekeeper and WF TeleStaff is excluded from the scope. • Wages remain in Tyler Munis solution, no integration or manual maintain of wages in Kronos • Creation of new integrations are excluded from the scope The scope of the services will include the following:
• Professional Services will be delivered remotely; Professional Services are billed as consumed. • A change in project scope may require additional professional services. Additional professional services, if required, will be managed through the Kronos Change Order Process. • Customer understands that all Kronos Consultant time must be scheduled in advance through the Kronos Project Manager with a 1 hour minimum per AC/TC call/event. • Kronos Project Manager is Project Coordination Level: resource, budget and billing management • 2 Workforce Central environments
Project duration is expected to be 4 working weeks, based upon our experience with our customers and products. Depending upon the preparation and engagement of your organization, there may be opportunity to complete the project in a compressed duration. However, if project resources are unprepared or unavailable, the duration of the project may need to be extended, increasing the budget required to successfully complete this scope of work. Requests for additional scope or activities outside of this planned project scope may be accommodated through the change process. In this circumstance, Kronos may issue a change order to ensure the appropriate budget is available.
Kronos will deliver the scope of this project utilizing a remote approach.
Services Investment Summary
This SOW represents a time and materials engagement. Travel expenses are not included and will be invoiced separately as incurred.
Service Type
Professional Services $9,640.00
$9,640.00
DocuSign Envelope ID: 06581AAB-9E34-4BE7-BE64-34425BF3F0EA 11 Signatures and Approvals
SUBMITTED AND APPROVED BY KRONOS REPRESENTATIVE
By:
Title:
Date:
This Statement of Work is subject to the CITY OF SANTA MONICA's Workforce Central SaaS or perpetual license agreement with Kronos governing Professional and Education Services. By signing below, the authorized CITY OF SANTA MONICA's representative agrees to purchase the services described herein.
ACCEPTED AND AGREED
CITY OF SANTA MONICA
By: Date: July 13, 2020
Title: Director of Finance
CITY OF SANTA MONICA may make necessary copies of this document for the sole purpose of facilitating internal evaluation and/or execution of proposed project. Otherwise, the document or any part thereof may not be reproduced in any form without the written permission of Kronos Incorporated.
All rights reserved. Copyright 2020.
DocuSign Envelope ID: 06581AAB-9E34-4BE7-BE64-34425BF3F0EA