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HomeMy WebLinkAboutReso 2023-3535RESOLUTION NO. 2023-. 5 A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF SUNNY ISLES BEACH, FLORIDA, APPROVING A SECOND AMENDMENT TO THE AGREEMENT WITH KRONOS SAASHR, INC. FOR TIME AND ATTENDANCE SOFTWARE, IN AN AMOUNT NOTTO EXCEED TWENTY-ONE THOUSAND THREE HUNDREDTHREE DOLLARS AND NINETY-TWO CENTS ($21,303.92), ATTACHED HERETO AS EXHIBIT "A"; AUTHORIZING THE MAYOR TO EXECUTE SAID AGREEMENT; AUTHORIZING THE CITY MANAGER TO DO ALL THINGS NECESSARY TO EFFECTUATE THE TERMS OF THIS RESOLUTION; PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, on September 19th, 2019, via Resolution No. 2019-2181, the Commission of the City Sunny Isles Beach ("City") ratified a three (3) year Agreement with Kronos Saahr, Inc. ("Vendor") for a time and attendance software ("Software"), in an amount not to exceed $75,205.00; and WHEREAS,.the Agreement provided for three (3) additional one (1) year renewal options; and WHEREAS, on July 21, 2022, via Resolution No. 2022-3373, the City Commission approved a First Amendment to the Agreement exercising its first of three one (1) year renewal options, in an amount not to exceed $21,800.00; and WHEREAS, the City being satisfied with the services of the Vendor wishes to exercise its second one-year renewal option; and WHEREAS, the Vendor has expressed their ability and desire to continue providing the Software to the City; and WHEREAS, the City now wishes to approve a Second Amendment to the Agreement with the Vendor to provide the Software, in an amount not to exceed Twenty -One Thousand Three Hundred Three Dollars and Ninety -Two Cents ($21,303.92), which includes a contingency in the amount of One Thousand Seven Hundred Seventeen Dollars and Fifty Cents ($1,717.50), bringing the total contract amount not to exceed One Hundred Eighteen Thousand Three Hundred Eight Dollars and Ninety -Two Cents ($118,308.92), attached hereto as Exhibit "A". NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF SUNNY ISLES BEACH, FLORIDA, AS FOLLOWS: Section 1. Approval of Second Amendment. The City Commission hereby approves a Second Amendment to the Agreement with Kronos SaaShr, Inc. to provide time and attendance software, in an amount not to exceed Twenty -One Thousand Three Hundred Three Dollars and Ninety -Two Cents ($21,303.92), which includes a contingency in the amount of One Thousand Seven Hundred Seventeen Dollars and Fifty Cents ($1,717.50), bringing the total contract amount not to exceed One Hundred Eighteen Thousand Three Hundred Eight Dollars and Ninety -Two Cents ($118,308.92), attached hereto as Exhibit "A". @BCL@ACOB745C.Doc Page 1 of 2 168 Section 2. Authorization of Mayor. The Mayor is hereby authorized to execute said Amendment. Section 3. Authorization of City Manager. The City Manager is hereby authorized to do all things necessary to effectuate the terms of this Resolution. Section 4. Effective Date. This Resolution will become effective upon adoption. PASSED AND ADOPTED upon this 17th day of u ust 2023. Larisa Svechin, Mayor ATTEST :I APPROVED AS TO FORM AND LEGAL SUFFICIENCY: Mauri Ao B tancur, CMC, City Clerk AKin E. Boileau, for Nabors, Giblin & Nickerson, P.A., City Attorney Moved by: Seconded by: We - Vote: Mayor Svechin Vice Mayor Joseph Commissioner Lama Commissioner Stuyvesant Commissioner Viscarra (Yes) (No) (Yes) (No) ,,i/,/ (Yes) (No) (Yes) (No) (Yes) (No) @BCL@ACOB745C.Doc Page 2 of 2 169 DocuSign Envelope ID: E367724F-E3CB-4DAE-86F7-37449B35AAF3 o� SV NN Y pS4 SECOND AMENDMENT TO THE AGREEMENT BETWEEN THE CITY OF SUNNY ISLES BEACH AND KRONOS SAASHR, INC. SA a)• FLORS� C"SOF SUU nNC y�' CONTRACT NO. 2019-7186 This Second Amendment to the Agreement between the CITY OF SUNNY I EACH ("City") and KRONOS SAASHR, INC. ("Contractor"), executed this 21day of =2023, is made a part of the original Agreement ("Agreement") dated August 29, 2019, and the First Amendment thereto, dated November 14, 2022, between the City and Contractor, copies of which are attached hereto collectively as Attachment "A." The City and Contractor hereby agree as follows: RECITALS WHEREAS, pursuant to the City's procurement code, purchases made under state, county, or other governmental contracts, or competitive bids with other governmental agencies, are exempt from the City's competitive bidding procedures; and WHEREAS, Cobb County, Georgia, issued a Request for Proposals, RFP No. 18-6390, entitled "Workforce Management Systems and Related Products, Services and Solutions" and awarded a contract known as the Master Agreement No. 18221 to Contractor for those Services for an initial period of March 18, 2019, through March 17, 2022, with renewal options to provide such Services; and WHEREAS, Master Agreement No. 18221 has been extended through March 17, 2024, as set forth in Attachment `B;" and WHEREAS, the City wishes to continue to leverage the terms and conditions of the Master Agreement No. 18221; and NOW, THEREFORE, in consideration of the mutual promises and covenants set forth below, the parties agree as follows: 1. OPTION TO RENEW. The City hereby elects to exercise its option to renew the Agreement for (1) one year as set forth in Section 4 of the Agreement and Master Agreement No. 18821. The effective date of this Second Amendment shall commence on August 29, 2023, and shall terminate no later than December 31, 2024. The parties agree that for the duration of the Renewal Terms for the Support Services Quote attached hereto as Exhibit A and the Renewal Order Form attached hereto as Exhibit B (together the "Renewal Orders") the terms and conditions of this Agreement and the Master Agreement No. 18820 will survive and continue in full force and effect with respect to the Renewal Orders. There remains 1 one (1) year renewal option, which may be authorized by the City Manager, provided Master Agreement No. 18221 has been extended through March 17, 2025. 2. ADDITIONAL COMPENSATION. Section 5 of the original Agreement between the Parties is hereby amended to include additional compensation for the one (1) year renewal term in an amount not to exceed Two Thousand Four Hundred Fourteen Dollars and Ninety -Two Cents ($2,414.92) for the Services, Seventeen Thousand One Hundred Seventy -One Dollars and Fifty Cents ($17,171.50) for software, and a contingency amount not to exceed One Thousand Seven Hundred Seventeen Dollars and Fifty Cents ($1,717.50), for a total not to exceed amount of Twenty -One Thousand Three Hundred Three Dollars and Ninety -Two Cents ($21,303.92). Kronos SaaShr, Inc. — Second Amendment DocuSign Envelope ID: E367724F-E3CB-4DAE-86F7-37449B35AAF3 3. OTHER PROVISIONS REMAIN IN EFFECT. Except as specifically modified herein, all terms and conditions of the original Agreement between the parties, as amended, shall remain in full force and effect. 4. CONFLICTING PROVISIONS. The terms, statements, requirements, and provisions contained in this Second Amendment shall prevail and be given superior effect and priority over any conflicting or inconsistent term, statement, requirement, or provision contained in any other document or attachment, including but not limited to Attachment "A." [SIGNATURE PAGE TO FOLLOW] Kronos SaaShr, Inc. — Second Amendment 2 DocuSign Envelope ID: E367724F-E3CB-4DAE-86F7-37449B35AAF3 IN WITNESS WHEREOF, the parties hereto have executed this document as of the date mentioned above. WITNESS: E DocuSIgned by: escplA. �raun� EDA7755C807C4B3... Signature .Joseph Grant CMC, City Clerk Department Head KRONOS SaaShr, INC. DocuSigned by: C�p.ay«- p0� BY: 7E4599FBAC5945F... Manager oM CITY OF SUN ISLE BEACH BY: Larisa Svechin, Mayor APPROVED AS TO FORM AND LEGAL SUFFICIENCY BYA-&lain oileau, for Nabors, Giblin & Nickerson, P.A., City Attorney Kronos SaaShr, Inc. — Second Amendment 3 DocuSign Envelope ID: E367724F-E3CB-4DAE-86F7-37449B35AAF3 V I* 0 Exhibit A: Quote Type: Customer: Solution ID: Payment Terms: Net 30 Days Contract #: Currency: USD Date: Customer PO Number: Prepared by: Bill To: CITY OF SUNNY ISLES BEACH 18070 COLLINS AVE SUNNY ISLES BEACH FL 33160 UNITED STATES Contact: TIFFANY NEELY-JEAN Email: tjean@sibfl.net Contract Period: 30-NOV-2023 - 29-NOV-2024 Support Services Quote Page 1 of 2 Renewal CITY OF SUNNY ISLES BEACH 6095187 1213403 R07 -SEP -23 13 -SEP -2023 Jessica Tuinila / US PublicSector3 Ship To: CITY OF SUNNY ISLES BEACH 18070 COLLINS AVE SUNNY ISLES BEACH FL 33160 UNITED STATES CONTRACT SUMMARY Annualized Contract Value: 2,362.75 The Annualized Contract Value is the value of the contract if all services are priced for 365 days. The Annualized Contract Value does not include estimated tax. Please note that this quote may include services priced for prorated periods. IMPORTANT NOTES This order entered into between the Customer and UKG SaaShr, Inc. is subject to the terms and conditions of the Master Agreement Reference #18221 dated March 18th, 2019 between the Lead Agency (acting as "Owner") and UKG SaaShr, Inc. (as the "Contractor") (referred to as the "US Communities Agreement #18221"). Support Services are subject to applicable taxes. The tax amount shown on this quote is only an estimate. The actual tax due will be reflected on the invoice. CITY OF SUNNY ISLES BEACH KRONOS SAASHR, INC. DocuSignedby:. Signature: Signature: yib4ica wN.o'r M459MAC5945F... Name. Name`. Fabri ce Pajot Title: Titlev Manager OM Date: Date: 10/6/2023 I 11:35 AM EDT UKG Kronos SaaShr, Inc., A UKG Company 3040 Route 22 West, Suite 200 Branchburg, N108876 +1800 225 1561 DocuSign Envelope ID: E367724F-E3CB-4DAE-86F7-37449B35AAF3 V 11ft VX Exhibit B: Quote Type: Customer: Solution ID: Payment Terms: Net 30 Days Contract #: Currency: USD Date: Customer PO Number: Prepared by: Bill To: CITY OF SUNNY ISLES BEACH 18070 COLLINS AVE SUNNY ISLES BEACH FL 33160 UNITED STATES Contact: DEFAULT EMAIL CONTACT Email: accountspayable@sibfl.net Support Services Quote Page 2 of 2 Renewal CITY OF SUNNY ISLES BEACH 6095187 1213403 R07 -SEP -23 Jessica Tuinila / US PublicSector3 Ship To: CITY OF SUNNY ISLES BEACH 18070 COLLINS AVE SUNNY ISLES BEACH FL 33160 UNITED STATES EQUIPMENT SUPPORT SERVICES V ��G Kronos SaaShr, Inc., A UKG Company 3040 Route 22 West, Suite 200 Branchburg, NJ 08876 +1 800 225 1561 DocuSign Envelope ID: E367724F-E3CB-4DAE-86F7-37449B35AAF3 i.i KG Quote#: Q-191457 Expires: 02 Oct, 2023 Bill To: CITY OF SUNNY ISLES BEACH 18070 COLLINS AVE SUNNY ISLES BEACH, FL 33160 USA Bill To Contact: Payment Terms: Net 30 Days Customer PO Number: Renewal Term: 12 months Billing Frequency: Monthly Billing Type: Arrears Contract Summary RENEWAL ORDER FORM Order Type: Renewal Date: 06 Sep, 2023 Ship To: CITY OF SUNNY ISLES BEACH 18070 COLLINS AVE SUNNY ISLES BEACH, FL 33160 USA Currency:USD Solution ID: 6095187 Quote#: Q-191457 Page 1/3 Contract Period Start Date: 1/1/2024 12:00:00 AM Contract Period End Date: 12/31/2024 12:00:00 AM Total Price: USD 17,171.48 The Total Price is the total billable amount (pre-tax) for the contract period listed above. Annualized Contract Value: USD 17,172.00 The Annualized Contract Value is the value of the contract if all services are priced for 365 days. The Annualized Contract Value does not include estimated tax. Please note that this quote may include services priced for prorated periods. V KG Kronos SaaShr, Inc., A UKG Company 3040 Route 22 West, Suite 200 Branchburg, N! 08876 +1 800 225 1561 DocuSign Envelope ID: E367724F-E3CB-4DAE-86F7-37449B35AAF3 vl<G SaaS Anolication Quote#: Q-191457 Page 2/3 Product UKG READY TIME 12 300 USD 1,226.53 USD 14,718.41 UKG READY INTEGRATION HUB 12 1 USD 0.00 USD 0.00 UKG READY ACCRUALS MANAGER 12 300 USD 204.42 USD 2,453.07 Total Price USD 17,171.48 UKG Kronos SaaShr, Inc., A UKG Company 3040 Route 22 West, Suite 200 Branchburg, NJ 08876 +1 800 225 1561 DocuSign Envelope ID: E367724F-E3CB-4DAE-86F7-37449B35AAF3 Quote#: Q-191457 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 SUNNY ISLES BEACH Signature: JS Kronos SaaShr, Inc. �DocuSlgned by:ry/�� YiiGVlc¢. V Yi�.O±' Signature: Fabrice Pajot Name: S/ nil ah0Name: Title: /N /LI~ -6E72- Title: Manager oM Date: /0. 23 ' 2 Date: 10/6/2023 1 11:35 AM 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. V KG Kronos SaaShr, Inc., A UKG Company 3040 Route 22 West, Suite 200 Branchburg, NJ 08876 +1 800 225 1561 DocuSign Envelope ID: E367724F-E3CB-4DAE-86F7-37449B35AAF3 Attachment "A" The Original Agreement & First Amendment Kronos SaaShr, Inc. — Second Amendment DocuSign Envelope ID: 99E6DC8E-AF5A-4D76-A6AB-99417D42C 1 F8 h ' y FIRST AMENDMENT TO THE AGREEMENT BETWEEN THE CITY OF SUNNY ISLES BEACH AND KRONOS SaaShr, INC. CONTRACT NO. C2019-7186 This First Amendment to the Agreement between the CITY OF SUNNY ISLES BEACH ("City") and KRONOS SaaShr, INC. ("Contractor"), executed this `�`�Ilday of _-�{�:-, 2022, is made a part of the original Agreement ("Agreement") dated August 29, 2019, between the City and Contractor, a copy of which is attached hereto as Attachment "A", The City and Contractor hereby agree as follows: RECITALS 1. OPTION TO RENEW. The City hereby elects to exercise its first option to renew the Agreement for one year as set forth in Section 4 of the Agreement. The effective date of this first amendment. shall commence on August 29, 2022 and shall terminate no later than August 29, 2023. 2. ADDITIONAL COMPENSATION. Section 5 of the original Agreement between the parties is hereby amended to include additional compensation for the one (1) year renewal term in the amount of Twenty -One Thousand Eight Hundred Dollars ($21,$110.00), which amount includes a contingency of Two Thousand Five Hundred Dollars ($2,500.00). 3. OTHER PROVISIONS REMAIN IN EFFECT. Except as specifically modified herein, all tends and conditions of the original Agreement between the parties, as amended, shall remain in full force and effect. 4. CONFLICTING_ _PROVISIONS. The . terms, statements, requirements, and provisions contained in this First Amendment shall prevail and be given superior effect and priority over any conflicting or inconsistent term, statement, requirement, or provision contained in any other document or attachment, including but not limited to Attachment "A" IN WITNESS WHEREOF, the parties hereto have executed this document as ol` the date mentioned above. WITNESS: Signature Print Name, A IV KRONOS SaaShr, INC. E ocuSlgned by: rt a"�, BY,9741407C20D419... I, Scott Giangrande sr. order Processing Analyst 11/8/2022 1 9:51 AM EST CITY OF SUNNY ISLES BEACH BY: Ae-- Dana Robin Goldman, City Mayor Kronos SaaShr, Inc. — First Amendment 173 Attachment "A" The Original Agreement & First Amendment Kronos SaaShr, Inc. — Second Amendment 172 DocuSign Envelope ID: 99E6DC8E-AF5A-4D76-A6AB-99417D42C1F8 BY: Department Head Kroacs SaaShr, Inc. -- First Amendment APPROVED AS TO FORM AND► LEGAL SUFFICIENCY BY; 0 S911— \J-11' Edward inion, City Attorney 174 DocuSign Envelope ID: 99E6DC8E-AF5A-4D76-A6AB-99417D42C I F8 b`'y,nr I Sad AGREEMENT BETWEEN THE CITY OF SUNNY ISLES BEACH AND KR0t 0S Sa aShr INC. CONTRACT NO. 0019-7186 THIS CONTRACTUAL 4GREENMNT (hereinafter referred to as the "Agreement") is made in duplicate, this &day of OCT ', 2019, by and between the CITY OF SUNNY ISLES REACH, Florida, (hereinafter referred to as "City"), and KRONOS Saa$hr INC.; a foreign corporation authorized to do business in the State of Florida (hereinafter referred to as "Contractor") whose Federal T.D. #.is 45-0474844. RE�ITAIS WHEREAS, the City of Sunny Isles Beach is in need of a Contractor for a new Workforce Ready time and attendance software application for the City ("Services"); and WHEREAS, Contractor is a certified and insured company with the necessary experience to provide the desired Services; and WHEREAS Cobb County, CA, issued a Request for Proposals, RFP 18-6390 the - procurement was titled "Workforce Management Systems and Related Products, Services and Solutions" and awarded.a contract known as the Master Agreement #18221 to Contractor for those services for a period of March 18, 2019 through March 17, 2022, with renewal options, to provide such services; and WHEREAS, the City desires to enter into an agreeinent with Contractor, using Cobb County's bid information, to provide the Services described in Attachment "A", attached hereto and made part hereof, subject to the terms and conditions contained herein; and WHEREAS, pursuant to the City's procurement code provisions, purchases made under state, county or other governmental contracts, or competitive bids with other governmental agencies are exempt from the City's competitive bidding procedures; and WHEREAS, the City wishes to contract with Contractor to provide the desired Services as more particularly described in Attachments "A" and "B" for a minimum annual amount of Fifteen Thousand light Hundred Seventy -Six Thousand Dollars ($15,876.00), annual hardware support in the amount of Two Thousand Twenty -Five Dollars ($2,025.00) and a onetime fee for hardware purchase and setup fee in the amount of Twenty -One Thousand Fine Hundred and Two Dollars ($21,502.00). NOW THEREFORE, inconsideration of the promises and the mutual covenants -herein the parties agree as follows: TERMS 1. RECITALS. The Recitals set forth above are hereby incorporated into this Agreement and made a part hereof for reference. 2. THE CONTRACT DOCUMENTS. The Contract Documents consist of this Agreement, as well as the terms and conditions of the Cobb County, CA RFP 18-6390 and resulting Master Krom Swas11r lnn, 175 DocuSign Envelope ID: 99E6DC8E-AF5A-4D76-A6AB-99417D42C1F8 City of Sunny Isles Beach 18470 Collins Avenue, Sunny Isles Beach, Florida 33160 (305) 447-0606 phone (305) 949-3113 Fax Agreement #1.8221, which are specifically incorporated herein and made a part hereof as Attachment "A" (hereinafter referred to as "Contract Documents'.'). 3. SERVICES, Contractor shall provide the services pursuant to the terms and conditions set forth in the Cobb County, GA's Master Agreement #18221, as more particularly described in Attachment `°A" (hereinafter referred to as "Services,"). The Services shall be performed by Contractor to the full satisfaction of the City. Contractor agrees to furnish all labor and material in a good and workmanlike and professional manner to perform Services. Contractor agrees to have a qualified representative to audit and inspect the Services provided on a regular basis to ensure all Services are being performed in accordance with the City's needs and pursuant to the terms of this Agreement and shall report to the City accordingly. Contractor agrees to immediately inform the City via telephone and in writing of any problems that could cause damage to the City's property, improvements and persons. Contractor will require its employees to perform their work in a manner befitting the type and scope of work to be performed. In the event that the Contractor fails to complete the Services pursuant to the terms of this contract and City must undertake the completion of performance of Services, Contractor agrees to indemnify the City for all costs incurred with respect to the completion of those Services and any damages the City may suffer as a result of the Contractor's failure to perform the Services. 4, TERM. Subject to the provisions relating to the termination of this Agreement as set forth hereunder, the term of this Agreement shall begin upon full execution of this agreement and shall be for a term of three (3) years. The City shall have the option of renewal pursuant to the terms set forth in Attachment "A" Contractor acknowledges that compliance with the commencement and completion schedule is the essence of this Agreement. The terms of'Section 15 entitled. "Compliance with Law," respectively, shall survive termination of this Agreement.. 5. COMPENSATION. During the term of this Agreement, in whatever capacity rendered, the City shall pay Contractor for Services performed under this Agreement for a minimum annual amount of Fifteen Thousand Eight Hundred Seventy -Six "Thousand Dollars (51.5,876.00), annual hardware support in the amount of Two Thousand Twenty -Five Dollars ($2,025.00) and a onetime fee for hardware purchase and setup fee in the amount of Twenty -One Thousand Five Hundred. and Two Dollars ($21,502.00). Prior to exceeding the minimum annual amount, Contractor shall promptly notify the City to ensure that there is an adequate appropriation of funds available for the excess payments. Payment to Contractor for all charges and tasks under this Agreement shall be in accordance with the Contract Documents and the schedule of charges reflected as reflected in Attachment "B", which is Contractor's proposal to the City, under the following conditions. a. Disbursements. There are no reimbursable expenses associated with this contract except for expenses. approved by the City Manager, b. Payment Schedule. Invoices received from the Contractor pursuant to this Agreement will be reviewed by the initiating City Department. Payments shall be made only after completion of the project, If services have been rendered in conformity with the Agreement, the invoice will be sent to the Finance Department for :payment, Invoices must reference the contract number assigned hereto. Invoices will be paid in accordance with the State of Florida Prompt Payment Act, Kronas SaaSrh Inc. ? 176 DocuSign Envelope ID: 99E6DC8E-AF5A-4D76-A6A8-99417D42C1F8 City of Sunny Isles Beach 19070 Collins Avenue, Sunny Isles Beach, Florida 33160 (305) 947-0606 phone (305) 949-3113 Fax The City will pay properly submitted Contractor invoices following each quarterly period within 30 (thirty) days of receipt, for completed and accepted deliveries or specified services and/or goods, unless the City notifies the Contractor in writing; of the dispute, before the payment is due. C. Final_linv€► ce. in order for both parties herein to close their books and records, the Contractor will clearly state "final invoice" on the Contractor's final/last billing to the. City.. This certifies that all services have been properly performed and all charges and costs have been invoiced to the City. Since this account will thereupon be closed, any other additional charges, if not properly included on this final invoice, are waived by the Contractor. Contractor shall make no other charges to the City for supplies, labor, taxes, licenses, permits, overhead or any other expenses or costs unless any such expense or cost is incurred by Contractor with the prior written approval of the City. if the City disputes any charges on the invoices, it may make payment of the uncontested amounts and withhold payment on the contested amounts until they are resolved by agreement with Contractor. Contractor shall not pledge the City's credit or main it a guarantor of payment or surety fdr any cointract, debt, obligation, judgment, Lien, or any form of indebtedness. The Contractor further warrants and represents that it has no obligation or indebtedness that would impair its ability to fulfill the terms of this Agreement. 6. IINREPENDENT CONTRACTOR RE, LKHONSllllI(P. The Contractor is an independent Contractor and shall be treated as such for all purposes. Nothing contained in this Agreement or any action of the parties shall be construed td constitute or to render the Contractor an employee, partner, agent, shareholder, pfficer or in any other capacity other than as an independent Contractor other than those obligations which have been or shall have been undertaken by the City. Contractor shall be responsible for any and all of its own expenses in performing its duties as contemplated under this Agreement. The City shall not be responsible for any expense incurred by the Contractor. The City shall have no duty to withhold any Federal income taxes or pay Social Security services and that such obligations shall be that of the Contractor, other than those set forth in this Agreement. Contractorshall furnish its own transportation, office and other supplies as it determines necessary in carrying out its duties under this Agreement. 7. INSURANCE. Contractor shall, at its sole cost and expense, during the period of any work being performed under this Agreement, procure and maintain the following minimum insurance coverage to protect the City and Contractor against all loss, claims, damage and -liabilities caused by Contractor, its agents or employees, as indicated below: o Comprehensive General liability insurance, including broad form contractual liability coverage for all operations, including,'but not limited to, contractual, products, and completed operations, personal injury and property damage. liability with minimum limits of One Million Dollars ($1,000,000.00) combined single limit per occurrence. u Worker's Compensation, as required by state law. Kranos $wSrh Inc. 3 177 DocuSign Envelope ID: 99E6DC8E-AF5A-4D76-A6AB-99417D42C 1 F8 City of Sunity Isles Beach 1$070 Collins Avenue, Sunny Isles Beach, Florida 33160 (345) 9470606 phone (305) 949-3113 Fax 0 Business Automobile Liability which shall include coverage for all owned, non - owned and hired vehicles for minimum limits of not less than One Million Dollars ($1,000,400.40) combined single limit per occurrence for bodily injury and property damage. o Professional Liability insurance, with a minimum limit of not less than One Million Dollars ($1,000,444.40) per claim and aggregate for errors and/or omissions of Contractor in the performance of this Agreement Insurance required of the Contractor shall be primary to, and not contribute with, any insurance or self-insurance maintained by the City. Such insurance shall not diminish Contractor's indemnification and obligations hereunder. The insurance policy shall be issued by companies authorized to do business under the laws of the State of Florida and acceptable to the City with a minimum A.M. Best rating of A -Excellent. Before any work tinder this Agreement is performed, and at any time upon request, Contractor shall furnish to the City certificates of insurance evidencing the minimum required coverage and shall be appropriately endorsed for contractual liability, with the City named as additional insured. All policies and certificates shall be in forms and issued by insurance companies acceptable to the City .Manager or his designee. All insurance policies and certificates of insurance shall provide that the policies may not be canceled or altered without thirty (30) days prior written notice to the City. Contractor shall also require and ensure that each of its sub -Contractors providing services hereunder (if any) procures and maintains, until the completion of the services, insurance of the types and to the limits specified herein. ANY EXCEPTIONS TO THE INSURANCE REQUIREMENTS IN THIS SECTION MUST BE APPROVED IN WRITING BY THE CITY. S. JURISDICTION, VENUE AND WAIVER OF JURY TRIAL, This Agreement shall be interpreted and construed in accordance with and governed by the laws of the State of Florida. All parties agree and accept that jurisdiction of any dispute or controversy arising out of this Agreement, and any action involving the enforcement or interpretation or any rights hereunder shall be brought exclusively in the Eleventh Judicial Circuit in and for Miami Dade County, Florida, and venue for litigation arising out of this Agreement shall be exclusively in such state courts, forsaking any other jurisdiction which either party may claim by virtue of its residency or other jurisdictional device. In the event it becomes necessary for the City to file a lawsuit to enforce any term or provision under this Agreement and the City is the prevailing party then the City shall be entitled to its costs and attorney's fees at the pretrial, trial. and appellate levels. BY ENTERING INTO THIS AGREEMENT, CONTRACTOR AND CIT. HEREBY EXPRESSLY WAIVE ANY RIGHTS EITHER PARTY MAY HAVE TO A TRIAL BY JURY OF ANY CIVIL LITIGATION RELATED TO THIS AGREEMENT. Nothing in this Agreement is intended to serve as a waiver of sovereign immunity, or of any other immunity, defense, or privilege enjoyed. by the City pursuant to Section 168,29, Florida Statutes. 9. NOTICES. All notices and other communications required or permitted to be given under this Agreement by either party to the other shall be in writing and shall be sent (except as otherwise provided herein) (i) by certified or registered mail, first class postage prepaid, return. receipt requested, (ii) by guaranteed overnight delivery by a nationally recognized courier service, or (iii) by facsimile with confirmation receipt (with a copy simultaneously sent by certified or Kronos SaArh Inc. 4 178 DocuSlgn Envelope ID: 99E6DC8E-AF5A-4D76-A6AB-99417D42C1 F8 City of Sunny Isles Beach 18070 Collins Avenue,.Sunny Isles Beach, Florida 33160 (305) 947-0606 phone (305) 9493113 Fax registered mail, first class postage prepaid, return receipt requested or by overnight delivery by traditionally recognized courier service), addressed to such party as Follows: IF to the City. Christopher J. Russo With a copy to: City Manager Edward A. Dion City of Sunny isles Beach City Attorney 18070 Collins Avenue City of Sunny Isles Beach Fourth Floor 18070 Collins Avenue Sunny Isles Beach, Florida 33160 Fourth Floor Tel: (305) 792-1776 Sunny Isles (leach, Florida 33160 Tel: 30S 742-1766 If to the Kronos Saaahr, Inc. Contractor: Vice President and General Counsel 900 Chelmsford Street Dowell MA 0185 l 10. PUBLIC.-RELORDS.. The Contractor agrees that if it is acting as a Contractor as defined -in Section 119.0701, Florida Statutes, under this Agreement, that the Contractor comply with the following requirements: (i.) Contractor shall keep and maintain public records required by the City to perform the service. (ii.) Upon request from the City, Contractor shall provide the City with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided by Chapter 119, Florida Statutes, or as otherwise provided by law. (iii.) Contractor shall ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the Contractor does not transfer the records to the City, (iv.) Contractor shall, upon completion of the contract, transfer, at no cost, to the City all. public records in possession of the Contractor or keep and maintain public records requited by the City to perform the service. if the Contractor transfers all public records to the City upon completion of the contract, the Contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Contractor keeps and maintains public records upon completion of the contract, the Contractor shall meet all applicable requirements for retaining public records. All records stored electronically must be -provided by Contractor to the City, upon request from the City, in a format that is compatible with the information technology systems of the City. IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA. STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CITY'S CUSTODIAN OF PUBLIC RECORDS AT (305) 792-1703, CiityClerk@sibfl.nett,18070 Collins Avenue, 411 Floor, Sunny Isles Reach, Florida 33160. Itr©nos Sanrh Inc. 5 179 DocuSign Envelope ID: 99E6DC8E-AF5A-4D76-A6AB-99417D42C1F8 City of Sunny Isles Beach 18070 Collins Avenue, Sunny Isles Beach, Florida 33160 (305) 947-0606 phone (305) 949-3113 )~ax H. AUDIT. The Contractor shall make available to the City or its representative all required invoices associated with the Agreement for° a period of three (3) years. 12. NON-DISCRIMINATION The Contractor agrees to comply with all local and state civil rights ordinances and with Title VI of the Civil Rights Act of 1984 as amended, Title VIII of the Civil Rights Act of 1968 as amended, Title 1 of the housing and Community Development Act of 1974 as amended, Section 504 of the Rehabilitation Act of 1973, the Americans with Disabilities Act of 1990, the Age Discrimination Act of 1975, Executive Order 11063, and with Executive Order 11248 as amended by Executive Orders 11.375 and 12486. The Contractor will not discriminate against any employee or applicant for employment because of race, color, creed, religion, aricestry, national origin, sex., disability or other handicap, age, marital/familial status, or status with regard to public assistance. The Contractor will take affirmative action to insure that all employment practices are free from such discrimination. Such employment practices include but are not limited to the following - hiring, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff, termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. ,The- Contractor agrees to. post in conspicuous places, available to employees and applicants for employmeni,' notices to be provided by the City setting forth the provisions of this non- discrimination clause. The Contractor agrees to comply with any Federal regulations issued pursuant to compliance with Section .504 of the Rehabilitation Act of 1973 (29 U.S.C. 708), which prohibits discrimination against the handicapped in any Federally assisted program. 13. CONFLICT OF INTEREST. The Contractor agrees to adhere to and be governed by the Miami -Dade County Conflict of Interest Ordinance Section 2-11.1, as amended; and by the City of Sunny isles. Beach Ordinance No. 99-82, which are incorporated by reference herein as if fully set forth herein, in connection with the Agreement conditions hereunder. The Contractor covenants that to the best of its knowledge it presently has no interest and shall not acquire any interest, directly or indirectly which should conflict in any manner or degree with the performance of Services under this Agreement. The Contractor further covenants that in the performance of this Agreement, no person having any such interest shall knowingly be employed by the Contractor. The Contractor guarantees that he/she has not offered or given to any member of, delegate to the Congress of the United States, any or part of this contract or to any benefit arising therefrom. 14. PROHIBITION . AGAINST • CONTRACTING WITH SCRUTINIZED ICOIIKPANlIES. pursuant to Florida Statutes Section 215.472.5, contracting with any entity that is listed on the Scrutinized Companies that Boycott Israel List or that is engaged in the boycott of Israel is prohibited. Contractor must certify that the company is not participating in a boycott of Israel. Any contract for -goods or services of One Million Dollars ($1,000,000) or more shall be terminated at the City's option if it is discovered that the entity submitted false documents of certification, is listed on the Scrutinized Companies with Activities in Sudan List, the Scrutinized Companies with Activities in the Iran petroleum Energy Sector List, or has been engaged in business operations in Cuba or Syria after July 1, 2018. Any contract entered into or renewed after July 1, 2018 shall be terminated at the City's option if the company is listed on the Scrutinized Companies that Boycott Israel Dist or engaged in the boycott of Israel. Contractors must submit the certification that is attached to this agreement as Kron -os SmSrh Inc. 6 180 DocuSign Envelope ID: 99E6DC8E-AFBA-4D76-A6AB-99417D42C1F8 CRY of Sunny Isles Deaell 18070 Collins Avenue, Sunny Isles Beach, Florida 33160 (305) 947-0606 phone (305) 949-3113 Fax Attachment "C". Submitting a false certification shall be deemed a material breach of contract. 'rhe City shall provide notice, in writing, to the Contractor of the City's determination concerning the false, certification. The Contractor shall have ninety (90) days following receipt of the notice to respond in writing and demonstrate that the determination was in error. If the Contractor does not demonstrate that the City's determination of false certification was made in error, then the City shall have the right to terminate the contract and seek civil remedies pursuant to Florida Statute Section 215.4725. 15. COMP% ANG>E. WITH LAW. Contractor shall comply with all lavas, regulations and ordinances of any federal, state, or local governmental authority having jurisdiction with respect to this Agreement ("Applicable Laws'l and shall obtain and maintain any and all material permits, licenses, approvals and consents necessary for the lawful conduct of the activities contemplated under this Agreement. 16. CONFLICTING PROVISIONS. The terms and conditions in this Agreement shall supersede and take priority over any inconsistent or convicting provisions that are contained in any other document, including but not limited to Attachments "A", "B" and "C". 17. MISCELLANE21L& A. In the event any provision of this Agreement is found to be void and unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall nevertheless be, binding upon the parties with the some effect as though the void or unenforceable provisions had been severed and deleted. 8. This Agreement may be executed in multiple identical counterparts, each of which shall be deemed an original for all purposes. C. This Agreement shall constitute the entire agreement between the parties with respect to the subject matter hereof, and it shall supersede all previous and contemporaneous oral and written negotiations, commitments, agreements and understandings relating hereto. D. Any modification of'this Agreement shall be effective only if in writing and signed by the parties to this Agreement. E. No waiver of any provision of this Agreement shall be valid or enforceable unless such waiver is in writing and signed by the party granting such waiver. Kionos SaaSrh Inc. 7 181 DocuSign Envelope ID: 99E6DC8E-AF5A-4D76-A6AB-99417D42C1F8 City of Sunny. $in Beach 18070 Collins Avenue, Sunny Isles Bach, Florida 33160 (345) 947-0606 phone (305) 949-3113 fax -IN WITNESS WHEREOF, the patties hereto have executed this Agreement in triplicate on the day and year first written above. WITNES& i Mbie Henderson print Name ATTEST: 13Y: CMC W4OWEFUIRM xroriam USA rf. KRONOS Soa$hr INC., - (P. _jl� a:i!A7_ Pohert e1 ante, Fresident� CITY OF SUNNY ISLES BEACH 13Y.". ' ;4 " twegef"�e q o) d�t� APPRO'V'ED AS TO FORM ANIS LEGAL SU C>IENCY BY. , Edward A. Dion, City Attorney 44ttager, 182 Attachment "B" Contract No. 18221 Amendment Kronos SaaShr, Inc. — Second Amendment 183 CONTRACT AMENDMENT #5 Sealed Bid # 18-6390 Contract #18221 Reference No, o? 0 /,,7,7 Date of Amendment: February 6, 2023 Owner: Cobb County Board of Commissioners. Cobb County, Georgia Contractor: Kronos SaaShr, Inc. Project: Bid # 18-6390, Workforce Management Systems and Related Products, Services and Solutions Current Contract Term: March 18, 2022 to March 17, 2023 This action provides written notice to renew the current contract dated March 18, 2019, for Sealed Bid #18-6390, in accordance with the terms contained therein. It is valid when signed by both the Owner and Contractor. The signature of the Contractor indicates his/her agreement herewith, including any adjustments in the contract pricing, contract term, or contract scope. Contract Extension The County exercises its option to extend the current contract for an additional one-year period. The effective date of the contract extension will commence on March 18, 2023 and end on March 17, 2024. ACCEPTED -The above listed terms and conditions of this Amendment are satisfactory and are hereby accepted. OWNER Cobb County Board of Commissio 100 Cherokee Street Marietta, Georgia 30094 signed:/'%C 'r Lisa N. Cupid, C ai oman, Co Title: County Board of Commissioners Date: I2 -�, Approved As To Form: CC 07( RNEY'S OFFICE T `. Li Al,. R 1 111"P, NIINUFLS OF ( 0 B1) C0UNTY /t�/� /L, CONTRACTOR Kronos SaaShr, Inc. 3040Route 22 West, Suite 200 Branchburg, NJ 08876 Signed•%l Title: Director of Contracts & Procurement • Public Sector Date: 2/6/2023 184 DocuSign Envelope ID: E367724F-E3CB-4DAE-86F7-37449B35AAF3 Attachment "B" Contract No. 18221 Amendment Kronos SaaShr, Inc. — Second Amendment MEMORANDUM TO: Honorable Mayor and City Commissioners VIA: Stan Morris, City Manager FROM: Tiffany D. Neely, Finance Director DATE: August 17, 2023 RE: Approval of a Second Amendment with Kronos SaaShr, Inc. for Time anc Attendance Software RECOMMENDATION: Staff recommends approval of this Resolution. REASONS: This City has been using UKG (formerly Kronos) Workforce Ready time & attendance software since 2019. We are satisfied with its capabilities and wish to exercise a 2nd renewal option in an amount not to exceed $21,303.92. ADDITIONAL INFORMATION: This is a cloud -based software that was originally procured by piggybacking Cobb County, GA contract #18221 through the Omnia Partners purchasing cooperative. FUNDING SOURCE: Funds have been appropriated in account 001-2-5160-434051-00000. ATTACHMENTS: Resolution Second Amendment Item Number: 10.1 167 City of Sunny Isles Beach fi u tf 18070 Collins Avenue �lY}9z Sunny Isles Beach, Florida 33160 r h� QF Syti (305) 947-0606 City Hall (305) 949-3113 Fax MEMORANDUM TO: Honorable Mayor and City Commissioners VIA: Stan Morris, City Manager FROM: Tiffany D. Neely, Finance Director DATE: August 17, 2023 RE: Approval of a Second Amendment with Kronos SaaShr, Inc. for Time anc Attendance Software RECOMMENDATION: Staff recommends approval of this Resolution. REASONS: This City has been using UKG (formerly Kronos) Workforce Ready time & attendance software since 2019. We are satisfied with its capabilities and wish to exercise a 2nd renewal option in an amount not to exceed $21,303.92. ADDITIONAL INFORMATION: This is a cloud -based software that was originally procured by piggybacking Cobb County, GA contract #18221 through the Omnia Partners purchasing cooperative. FUNDING SOURCE: Funds have been appropriated in account 001-2-5160-434051-00000. ATTACHMENTS: Resolution Second Amendment Item Number: 10.1 167