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8620 - Contract Executed Docusign City Council Transmittal Coversheet File Name Purchasing Contact City Council Target Date Piggy Back Option Contract Expiration Ordinance Docusign Envelope ID: 375A482F-5D28-428A-AD43-9756D4DA741E Timekeeping System Software, Licensing & Hardware Not Applicable 8620COOP Cori Power MAY 20, 2030 MAY 20, 2025 25-899 File 8620 ADDENDUM TO OMNIA #18220 CONTRACT BY AND BETWEEN CITY OF DENTON, TEXAS AND UKG KRONOS SYSTEMS, LLC (File # 8620) THIS CONTRACT is made and entered into this date _______________________, by and between UKG Kronos Systems, LLC, a Massachusetts Limited Liability Company, whose address is 900 Chelmsford Street, Lowell, MA 01851, hereinafter referred to as “UKG” or "Supplier," and the CITY OF DENTON, TEXAS, a home rule municipal corporation, hereinafter referred to as "City," to be effective upon approval of the Denton City Council and subsequent execution of this Contract by the Denton City Manager or his duly authorized designee. For and in consideration of the covenants and agreements contained herein, and for the mutual benefits to be obtained hereby, the parties agree as follows: SCOPE OF SERVICES Supplier shall quote Services in accordance with the Supplier’s contract pricing a copy of which is attached hereto and incorporated herein for all purposes as Exhibit “B”. The Contract consists of this written agreement and the following items which are attached hereto, or on file, and incorporated herein by reference: (a) Special Terms and Conditions (Exhibit “A”); (b) OMNIA #18220 Contract Pricing (Exhibit “B”) (c) OMNIA Partners Cooperative Purchasing Contract #18220 with UKG Kronos Systems, LLC (fka Kronos Incorporated) (“OMNIA #18220 Contract”) (located at: https://www.omniapartners.com/suppliers/ukg/public-sector/contract- documents?hsCtaTracking=8a36e675-1883-4b96-bd21-c83635e08e46%7C4dede52f- b563-4c3a-bf0b-c83f286ac90d and on file at the office of the City) (Exhibit “C”); (d) Certificate of Interested Parties Electronic Filing (Exhibit “D”); (e) Insurance Requirements (Exhibit “E”); (f) Form CIQ – Conflict of Interest Questionnaire (Exhibit "F") These documents make up the Contract documents and what is called for by one shall be as binding as if called for by all. In the event of an inconsistency or conflict in any of the provisions of the Contract documents, the inconsistency or conflict shall be resolved by giving precedence first to the written agreement then to the contract documents in the order in which they are listed above. These documents shall be referred to collectively as “Contract Documents.” Prohibition on Contracts with Companies Boycotting Israel Contractor acknowledges that in accordance with Chapter 2271 of the Texas Government Code, City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms “boycott Israel” and “company” shall have the meanings ascribed to those terms in Section 808.001 of the Texas Government Code. By signing this agreement, Contractor certifies that Contractor’s signature provides written verification to the City that Contractor: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the agreement. Prohibition on Contracts with Companies Boycotting Certain Energy Companies Contractor acknowledges that in accordance with Chapter 2274 of the Texas Government Code, City is prohibited from entering into a contract with a company for goods or services unless the contract contains written verification from the company that it (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of the contract. The terms “boycott energy company” and “company” Docusign Envelope ID: 375A482F-5D28-428A-AD43-9756D4DA741E 05/20/2025 File 8620 shall have the meanings ascribed to those terms in Section 809.001 of the Texas Government Code. By signing this agreement, Contractor certifies that Contractor’s signature provides written verification to the City that Contractor: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of the agreement. Prohibition on Contracts with Companies Boycotting Certain Firearm Entities and Firearm Trade Associations Contractor acknowledges that in accordance with Chapter 2274 of the Texas Government Code, City is prohibited from entering into a contract with a company for goods or services unless the contract contains written verification from the company that it (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate during the term of the contract against a firearm entity or firearm trade association. The terms “discriminate against a firearm entity or firearm trade association,” “firearm entity” and “firearm trade association” shall have the meanings ascribed to those terms in Chapter 2274 of the Texas Government Code. By signing this agreement, Contractor certifies that Contractor’s signature provides written verification to the City that Contractor: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate during the term of the contract against a firearm entity or firearm trade association. Prohibition On Contracts With Companies Doing Business with Iran, Sudan, or a Foreign Terrorist Organization Sections 2252 and 2270 of the Texas Government Code restricts CITY from contracting with companies that do business with Iran, Sudan, or a foreign terrorist organization. By signing this agreement, Contractor certifies that Contractor’s signature provides written verification to the City that Contractor, pursuant to Chapters 2252 and 2270, is not ineligible to enter into this agreement and will not become ineligible to receive payments under this agreement by doing business with Iran, Sudan, or a foreign terrorist organization. Termination Right for Contracts with Companies Doing Business with Certain Foreign-Owned Companies The City of Denton may terminate this Contract immediately without any further liability to either party if the City of Denton determines, in its sole judgment, that this Contract meets the requirements under Chapter 2274, and Contractor is, or will be in the future, (i) owned by or the majority of stock or other ownership interest of the company is held or controlled by individuals who are citizens of China, Iran, North Korea, Russia, or other designated country (ii) directly controlled by the Government of China, Iran, North Korea, Russia, or other designated country, or (iii) headquartered in China, Iran, North Korea, Russia, or other designated country. Notwithstanding the above, in the event of such termination by the City, the City shall pay to UKG all fees owed for Services rendered prior to the date of termination, in accordance with the Contract terms and only to the extent allowed by state law. The parties agree to transact business electronically. Any statutory requirements that certain terms be in writing will be satisfied using electronic documents and signing. Electronic signing of this document will be deemed an original for all legal purposes. IN WITNESS WHEREOF, the parties of these presents have executed this agreement in the year and day first above written. Docusign Envelope ID: 375A482F-5D28-428A-AD43-9756D4DA741E File 8620 SUPPLIER BY: _____________________________ AUTHORIZED SIGNATURE Printed Name: _____________________ Title: ____________________________ _________________________________ PHONE NUMBER _________________________________ EMAIL ADDRESS _________________________________ TEXAS ETHICS COMMISSION 1295 CERTIFICATE NUMBER CITY OF DENTON, TEXAS BY: ________________________________ SARA HENSLEY, CITY MANAGER ATTEST: LAUREN THODEN, CITY SECRETARY BY: _______________________________ APPROVED AS TO LEGAL FORM: MACK REINWAND, CITY ATTORNEY BY: _______________________________ THIS AGREEMENT HAS BEEN BOTH REVIEWED AND APPROVED as to financial and operational obligations and business terms. _______________ ________________ SIGNATURE PRINTED NAME __________________________________ TITLE __________________________________ DEPARTMENT Docusign Envelope ID: 375A482F-5D28-428A-AD43-9756D4DA741E 2024-1241846 Sr Manager Order Processing NA fabrice.pajot@ukg.com Fabrice Pajot Chief Technology Officer Leisha Meine Technology Services File 8620 Exhibit A Special Terms and Conditions 1. Contract Term The contract term will be one (1) year, effective from date of award. The City and the Supplier shall have the option to renew this contract for an additional four (4) one-year periods. The contract shall commence upon the issuance of a Notice of Award by the City of Denton and shall automatically renew each year, from the date of award by City Council. Upon mutual agreement of the parties, the contract may be further extended as needed, not to exceed a total of six (6) months. The parties agree that any Order Form entered into hereunder and this Contract will be amended upon expiration of the OMNIA #18220 Contract to reference the replacement OMNIA Contract including updating the relevant Exhibits to reflect such changes. 2. Total Contract Amount The contract total shall not exceed $2,325, 000. Docusign Envelope ID: 375A482F-5D28-428A-AD43-9756D4DA741E File 8620 Exhibit B OMNIA #18220 Contract Pricing For the avoidance of doubt, the OMNIA #18220 Contract Pricing set forth in the table below shall only be valid for the term of the OMNIA #18220 Contract. Docusign Envelope ID: 375A482F-5D28-428A-AD43-9756D4DA741E File 8620 Exhibit C OMNIA Partners Cooperative Purchasing Contract #18220 with UKG Kronos Systems, LLC (fka Kronos Incorporated) (located at: https://www.omniapartners.com/suppliers/ukg/public-sector/contract- documents?hsCtaTracking=8a36e675-1883-4b96-bd21-c83635e08e46%7C4dede52f-b563-4c3a- bf0b-c83f286ac90d and on file at the office of the City) Docusign Envelope ID: 375A482F-5D28-428A-AD43-9756D4DA741E File 8620 Exhibit D Certificate of Interested Parties Electronic Filing In 2015, the Texas Legislature adopted House Bill 1295, which added section 2252.908 of the Government Code. The law states that the City may not enter into this contract unless the Contractor submits a disclosure of interested parties (Form 1295) to the City at the time the Contractor submits the signed contract. The Texas Ethics Commission has adopted rules requiring the business entity to file Form 1295 electronically with the Commission. Contractor will be required to furnish a Certificate of Interest Parties before the contract is awarded, in accordance with Government Code 2252.908. The contractor shall: 1. Log onto the State Ethics Commission Website at : https://www.ethics.state.tx.us/filinginfo/1295/ 2. Register utilizing the tutorial provided by the State 3. Print a copy of the completed Form 1295 4. Enter the Certificate Number on page 2 of this contract. 5. Complete and sign the Form 1295 6. Email the form to purchasing@cityofdenton.com with the contract number in the subject line. (EX: Contract 1234 – Form 1295) The City must acknowledge the receipt of the filed Form 1295 not later than the 30th day after Council award. Once a Form 1295 is acknowledged, it will be posted to the Texas Ethics Commission’s website within seven business days. Docusign Envelope ID: 375A482F-5D28-428A-AD43-9756D4DA741E File 8620 Docusign Envelope ID: 375A482F-5D28-428A-AD43-9756D4DA741E File 8620 Exhibit E INSURANCE REQUIREMENTS STANDARD PROVISIONS: Without limiting any of the other obligations or liabilities of the Contractor, the Contractor shall provide and maintain through the term of the applicable Order the minimum insurance coverage as indicated hereinafter. All insurance policies proposed or obtained in satisfaction of these requirements shall comply with the following general specifications, and shall be maintained in compliance with these general specifications throughout the duration of the Contract, or longer, if so noted: • Each policy shall be issued by a company authorized to do business in the State of Texas with an A.M. Best Company rating of at least A- or better. • Liability policies shall be endorsed to provide the following: o Name as Additional Insured the City of Denton, its Officials, and Employees under the Commercial General Liability policy only. o That such insurance is primary to any other insurance available to the Additional Insured with respect to general liability claims covered under the policy and that this general liability insurance applies separately to each insured against whom claim is made or suit is brought. The inclusion of more than one insured shall not operate to increase the contractual limit of liability. o Provide a Waiver of Subrogation in favor of the City of Denton for its Comprehensive General Liability and Umbrella policies. • Cancellation: UKG shall endeavor to provide 30 day written notice should any of the policies described on the certificate be canceled or materially changed before the expiration date. • Should any of the required insurance be provided under a claims made form, Contractor shall maintain such coverage continuously throughout the term of this contract and, without lapse, for a period of three years beyond the contract expiration, such that occurrences arising during the contract term which give rise to claims made after expiration of the contract shall be covered. Should any required insurance lapse during the contract term, requests for payments originating after such lapse shall not be processed until the City receives satisfactory evidence of reinstated coverage as required by this contract, effective as of the lapse Docusign Envelope ID: 375A482F-5D28-428A-AD43-9756D4DA741E File 8620 date. SPECIFIC ADDITIONAL INSURANCE REQUIREMENTS: All insurance policies proposed or obtained in satisfaction of this Contract shall additionally comply with the following specifications, and shall be maintained in compliance with these additional specifications throughout the duration of the Contract, or longer, if so noted: 1. COMMERCIAL GENERAL LIABILITY INSURANCE Commercial General Liability Insurance including, but not limited to, Premises/Operations, Personal & Advertising Injury, Products/Completed Operations, Independent Contractors, and Contractual Liability with minimum combined bodily injury (including death) and property damage limits of $1,000,000.00 per occurrence and $2,000,000.00 general aggregate. 2. CYBER/TECHNOLOGY NETWORK LIABILITY AND RISK INSURANCE Cyber/Technology Network Liability and Risk Insurance, inclusive of Information Security and Privacy (first and third party coverage) to provide coverage for breach event expenses, network extortion, network business interruption, data asset protection, third party liability, enterprise security event, internet media liability, media liability, mitigation expense, and network security liability with minimum limits with minimum limits of $2,000,000.00 per claim. Docusign Envelope ID: 375A482F-5D28-428A-AD43-9756D4DA741E File 8620 Exhibit F Conflict of Interest Form Docusign Envelope ID: 375A482F-5D28-428A-AD43-9756D4DA741E File 8620 Docusign Envelope ID: 375A482F-5D28-428A-AD43-9756D4DA741E Certificate Of Completion Envelope Id: 375A482F-5D28-428A-AD43-9756D4DA741E Status: Completed Subject: Please DocuSign: City Council Contract 8620 Timekeeping System Software, Licensing & Hardware Source Envelope: Document Pages: 13 Signatures: 5 Envelope Originator: Certificate Pages: 6 Initials: 1 Cori Power AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-06:00) Central Time (US & Canada) 901B Texas Street Denton, TX 76209 cori.power@cityofdenton.com IP Address: 10.104.81.9 Record Tracking Status: Original 4/28/2025 1:07:31 PM Holder: Cori Power cori.power@cityofdenton.com Location: DocuSign Signer Events Signature Timestamp Cori Power cori.power@cityofdenton.com Purchasing Supervisor City of Denton Security Level: Email, Account Authentication (None) Completed Using IP Address: 198.49.140.10 Sent: 4/28/2025 1:13:02 PM Viewed: 4/28/2025 1:13:15 PM Signed: 4/28/2025 1:14:38 PM Electronic Record and Signature Disclosure: Not Offered via Docusign Lori Hewell lori.hewell@cityofdenton.com Purchasing Manager City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Sent: 4/28/2025 1:14:39 PM Viewed: 4/28/2025 4:07:00 PM Signed: 4/28/2025 4:07:51 PM Electronic Record and Signature Disclosure: Not Offered via Docusign Marcella Lunn marcella.lunn@cityofdenton.com Senior Deputy City Attorney City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Sent: 4/28/2025 4:07:53 PM Viewed: 4/29/2025 9:39:09 AM Signed: 4/29/2025 9:41:01 AM Electronic Record and Signature Disclosure: Not Offered via Docusign Fabrice Pajot fabrice.pajot@ukg.com Sr Manager Order Processing Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 10.0.26.177 Sent: 4/29/2025 9:41:03 AM Viewed: 4/29/2025 9:59:17 AM Signed: 4/29/2025 10:00:44 AM Electronic Record and Signature Disclosure: Accepted: 4/29/2025 9:59:17 AM ID: 9a794acc-69d3-45fd-9e38-64a9234170c3 Signer Events Signature Timestamp Leisha Meine Leisha.Meine@cityofdenton.com Chief Technology Officer City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Sent: 4/29/2025 10:00:46 AM Viewed: 4/29/2025 10:21:27 AM Signed: 4/29/2025 10:21:48 AM Electronic Record and Signature Disclosure: Not Offered via Docusign Cheyenne Defee cheyenne.defee@cityofdenton.com Procurement Administration Supervisor City of Denton Security Level: Email, Account Authentication (None) Completed Using IP Address: 198.49.140.10 Sent: 4/29/2025 10:21:51 AM Viewed: 5/21/2025 8:04:47 AM Signed: 5/21/2025 8:05:01 AM Electronic Record and Signature Disclosure: Not Offered via Docusign Sara Hensley sara.hensley@cityofdenton.com City Manager City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 72.158.228.55 Signed using mobile Sent: 5/21/2025 8:05:04 AM Viewed: 5/21/2025 8:13:41 AM Signed: 5/21/2025 8:13:48 AM Electronic Record and Signature Disclosure: Not Offered via Docusign Lauren Thoden lauren.thoden@cityofdenton.com City Secretary Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Sent: 5/21/2025 8:13:51 AM Viewed: 5/21/2025 8:29:56 AM Signed: 5/21/2025 8:30:10 AM Electronic Record and Signature Disclosure: Not Offered via Docusign In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp Cheyenne Defee cheyenne.defee@cityofdenton.com Procurement Administration Supervisor City of Denton Security Level: Email, Account Authentication (None) Sent: 4/28/2025 1:14:39 PM Electronic Record and Signature Disclosure: Not Offered via Docusign Carbon Copy Events Status Timestamp Gretna Jones gretna.jones@cityofdenton.com Legal Secretary City of Denton Security Level: Email, Account Authentication (None) Sent: 4/29/2025 10:21:50 AM Viewed: 4/29/2025 11:12:37 AM Electronic Record and Signature Disclosure: Not Offered via Docusign City Secretary Office citysecretary@cityofdenton.com Security Level: Email, Account Authentication (None) Sent: 5/21/2025 8:30:13 AM Electronic Record and Signature Disclosure: Not Offered via Docusign Stephanie Padgett Stephanie.Padgett@cityofdenton.com TS Administration Manager City of Denton Security Level: Email, Account Authentication (None) Sent: 5/21/2025 8:30:15 AM Electronic Record and Signature Disclosure: Not Offered via Docusign James Barnes Jim.Barnes@cityofdenton.com Security Level: Email, Account Authentication (None) Sent: 5/21/2025 8:30:16 AM Viewed: 5/21/2025 8:34:34 AM Electronic Record and Signature Disclosure: Not Offered via Docusign Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 4/28/2025 1:13:03 PM Certified Delivered Security Checked 5/21/2025 8:29:56 AM Signing Complete Security Checked 5/21/2025 8:30:10 AM Completed Security Checked 5/21/2025 8:30:16 AM Payment Events Status Timestamps Electronic Record and Signature Disclosure ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of Denton (we, us or Company) may be required by law to provide to you certain written notices or disclosures. 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