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HomeMy WebLinkAbout1st Amendment 04/15/2026 GVS COURTq c o: A Kevin Madok, CPA - �o ........ � Clerk of the Circuit Court& Comptroller Monroe County, Florida �z cooN DATE: April 21, 2026 TO: Fire Chief RL Colina Monroe County Fire Rescue Mayor Bruce Halle Fire & Ambulance District 1 Board of Governors Cheri Tamborski Monroe County Fire Rescue FROM: Liz Yongue, Deputy Clerk SUBJECT: April 15, 2026 BOCC Meeting The following item has been executed, redacted, and added to the record: C9/H2 Amendment No. 1 to the Agreement with UKG Kronos Systems, LLC to extend Monroe County Fire Rescue's use of Kronos Telestaff software currently hosted on a private cloud, at no additional charge subject to additional terms and conditions, and clarify that the one-time migration services fee of$2,500.00 is due only after migration is complete. Should you have any questions, please feel free to contact me at(305) 292-3550. cc: County Attorney_ Finance File KEY WEST MARATHON PLANTATION KEY 500 Whitehead Street 3117 Overseas Highway 88770 Overseas Highway Key West, Florida 33040 Marathon, Florida 33050 Plantation Key, Florida 33070 AMENDMENT NO. 1 to the Agreement between MONROE COUNTY, FL and UKG KRONOS SYSTEMS, LLC for Kronos (Telestaff) Software and Tech Support Services This Amendment No. 1 to the Agreement between Monroe County, Florida, and UKG Kronos Systems, LLC for Kronos (Telestaff) Software and Tech Support Services, which was made retroactively effective as of October 1, 2024 (hereinafter "Original Agreement"), is made this 15th day of April , 2026 by and between the Monroe County, Florida, acting through the Monroe County Board of County Commissioners,and the Fire and Ambulance District 1 of Monroe County, Florida, acting through the Board of Governors (hereafter both collectively referred to as the "County"), and UKG Kronos Systems, LLC (the "Contractor"), all of whom agree as follows: WITNESSETH: WHEREAS, on March 25, 2025, the parties entered into the Original Agreement which became retroactively effective as of October 1, 2024 to facilitate the County's use of software and services that enable personnel scheduling and timekeeping for staff within Monroe County Fire Rescue ("MCFR"); and WHEREAS, the Original Agreement provides for a three (3) year term with a natural termination date of September 30, 2027, at 11:59pm EST; and WHEREAS, in the Original Agreement, the parties contemplated that the legacy software line-items were scheduled to be migrated from a private cloud to a public cloud no later than December 31, 2025, and the migration services fee would be billed upon completion to the County as a one (1)-time professional services fee of$2,500.00; and WHEREAS, due to unforeseen delays, the migration (from private to public cloud) is still in-process and the parties seek to extend the timeline for migration and the associated one (1)-time fee, in order to facilitate the County's continued use of the legacy software line-items; and WHEREAS, as a result of the County's continued use of those line-items on the private cloud, there are additional terms and conditions that apply while using the private cloud; and WHEREAS, this Amendment No. 1 authorizes those additional terms and conditions to enable the County's use of the private cloud beyond the originally contemplated date of December 31, 2025, and the parties agree that such terms and conditions will be null and void once the migration to the public cloud occurs; and WHEREAS, the Contractor agrees to continue to host the County's legacy software line- items on the private cloud at no additional charge until sixty (60) days after the completion of the public cloud migration, but in no event beyond June 30, 2026, and Contractor will bill the County for the migration services (one (1)-time fee of $2,500.00) upon completion of the migration ,ervices; and WHEREAS, the Contractor and County agree that this Amendment No. 1 will facilitate the County's continued access to the software and MCFR personnel scheduling and timekeeping Page 1 of 3 functionality; and WHEREAS, the parties desire to amend the agreement consistent with the above understanding and as further represented in "Composite Exhibit I," attached hereto and incorporated herein. NOW, THEREFORE,based on the promises and covenants herein contained, the parties agree as follows: 1. The recitations referred to above are true and correct, and are hereby adopted and incorporated as if set forth in full. 2. The parties desire to adopt the attached "Composite Exhibit I" - the UKG Amendment,and incorporate same as if set forth in full. Contractor hereby authorizes the County's use of the UKG private cloud (known as "KPC") for zero ($O) fees retroactively starting from January 1,2026 and until sixty(60)days after the go-live of the UKG Telestaff Cloud Applications (hosted on the public cloud),but in no event beyond June 30, 2026. Contractor will bill the County for the migration services (one (I)-time fee of$2,500.00) upon completion of the migration. 3. This agreement constitutes the entire understanding between the Contractor and the I County regarding this Amendment No. I to the Agreement, and all other terms and conditions of L, the Original Agreement, not inconsistent herewith, shall remain in full force and effect, and are incorporated herein. IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. I the day and year first above written. CONTRACTOR: UKG KRONOS SYSTEMS, LLC /Signature Print Name & Title STATE OF COUNTY OFF The foregoing instrument was sworn to/affirmed And ackno v edg d before me by means of k by 0 cal presence or D online notarization, this jk clay of �16 2 O_&by P( I President [or Authority Title] of UKG KRONOS SYSTEMS, LLC, a foreign LLC. Ffe/§fi is p_ersb—n-aTFy—known to m�/or has produced (type of identification) as iJe_ntiri— _cation.__­ Ot% L TR 4 ioN ig ature of Notary Public % Q.:Q 4D (Print& Stamp Commissioned Name of Notary Public) V`4 •0 [County Signatures to follow] ,g. .. LTH(* 4(1......... '142107MV 1111118111111% Page 2 o1*3 Amendment No. 1 to Agreement between • MONROE COUNTY, FL and UKG KRONOS SYSTEMS,LLC for Kronos (Telestaff) Software and Tech Support Services : ' BOARD OF COUNTY COMMISSIONERS FOR MONROE:COUNTY,FLORIDA ' 0 i .00.... A _ , . .. . Mayor • ichelle Lipcoln . . BOARD OF GOVERNORS,F:IRE AND AMBULA . DISTRIC 1 F_I ONROE OOUNTY, FLORIDA: i/oie .. ,..1/4•411'(1,1)% . B y:. • . ..- z „3 I N . . Chairnman:Bruce:Halle . i#4. ' ' • 'IN ' •. ► even Mad•ok,.Cllerk.•. . to -_--.L.-- ,:_;--,--4-..„: •--------_---7.-: ..----,14.f. . . . . • ti�\iiiiipoof �'- of ,q>k40 � � � •� ..OJ?�i. As Deputy Clerk • Approved as to legal form &sufficiency: - igitafl s�ned b Eve M.Lewis .. 1-�,,,� • � Y 9 Y • Eve 14. Lewis Date:2026.03.24.03:4&:24-04'00' "�,:,a r 1 . Eve M. Lewis,Assistant County.Attorney:. =9-_ ;:r"-; ram: F. „y • .Pale:3 of 3.' UViAMW' "COMPOSITE EXHIBIT 1" KUAMENDMENT Effective Date: Effective as of the date of last signature of this Amendment Customer Name: Monroe County This is an Amendment to the Agreement between Monroe County and UKG Kronos Systems, LLC for Kronos (Telestaff) Software and Tech Support Services between Monroe County, FL (the "Customer") and UKG Kronos Systems, LLC, ("UKG")with an effective date on or about March 25, 2025 as amended (the"Agreement'). The parties hereby agree as follows: This Amendment is provided to Customer on an exceptional basis as a one-time, final extension of the term for the SaaS Applications hosted in the Kronos Private Cloud ("KPC") environment, corresponding to the number of employee and manager access rights Customer held as of December 31, 2025.A no cost extension is entered into by the parties and is subject to the terms and conditions of the "Agreement between Monroe County, FL and UKG Kronos Systems, LLC for Kronos (Telestaff) Software and Tech Support Services" as previously executed by the parties and the terms and conditions of the supplemental terms attached hereto as Exhibit A "Supplemental Workforce Central - Software as a Service Terms", and extends Customer's right to use legacy line-items listed in "Composite Exhibit B"—Statement of Work, to sixty(60)days after go-live of the UKG Telestaff Cloud Applications, but in no event beyond June 30, 2026. Upon the completion of the Cloud Migration to the UKG Telestaff Cloud Applications and the end of use of the legacy line-items hosted in the Kronos Private Cloud (KPC)environment,this Amendment and the Exhibit A"Supplemental Workforce Central—Software as a Service Terms"shall be terminated. Solution ID: 6105141 Customer Legal Name: MONROE COUNTY FIRE RESCUE KPC Services:Telestaff SaaS Those Telestaff SaaS Applications that were accessible pursuant an active subscription Term as of December 31, 2025. c l -n:Start Date: 01/01/2026 End Date: 06/30/2026 No Fee: $0 ©2025 UKG Inc.All rights reserved. 1 Vf► 1 �./A Exhibit A Supplemental Workforce Central—Software as a Service Terms 1. The terms set out in this Exhibit A supplement the Agreement between Monroe County, FL and UKG Kronos Systems, LLC for Kronos(Telestaff)Software and Tech Support Services and shall apply exclusively to the commercially available version of the Workforce Central Software as Services in UKG's hosting environment specified on an Order. The Subscription Services described on the Order shall be delivered by means of Customer's permitted access to the UKG infrastructure hosting such Subscription Services. 2. Right to Access and Use. 2.1 Customer acknowledges and agrees that the right to access and use the Subscription Services is limited based upon the number of employees identified on the Order for the period identified on the Order and may not be renewed. 2.2 The JBoss®Enterprise Middleware components of the Service are subject to the end user license agreement found at http://www.redhat.com/licenses/iboss eula.html Customer acknowledges that execution of separate third party agreements may be required in order for Customer to use certain add-on features or functionality, including without limitation tax filing services. 2.4 If the Subscription Services include the Workforce Payroll Applications or Workforce Absence Management Subscription Services: (i)Customer is solely responsible for the content and accuracy of all reports and documents prepared in whole or in part by using these Subscription Services, (ii)using these Subscription Services does not release Customer of any professional obligation concerning the preparation and review of any reports and documents, (iii)Customer does not rely upon UKG, Best Software, Inc. or these Subscription Services for any advice or guidance regarding compliance with federal and state laws or the appropriate tax treatment of items reflected on such reports or documents, and (iv)Customer will review any calculations made by using these Subscription Services and satisfy itself that those calculations are correct. 3. Fees. 3.1 Applicable Monthly Service Fees will be invoiced on the Billing Frequency identified on the Order,commencing on the Billing Start Date. Customer may increase the number of employees using the Subscription Services by executing an additional Order. 3.2 When applicable, UKG will invoice Customer up to sixty(60)days in advance of the Billing Start Date. Upon Customer's receipt of such invoice, Customer shall pay the invoice within the payment term set forth in such Order. 4.Support 4.1 UKG will provide 24x7 support for the cloud infrastructure,the availability to the cloud environment, and telephone support for the logging of functional problems and user problems. As part of such support, UKG will make limited updates to the Subscription Services available to Customer at no charge as such updates are released generally to UKG'customers. Customer agrees that UKG may install critical security patches and infrastructure updates automatically as part of the Services. UKG'then-current Support Services Policies shall apply to all Support Services provided by UKG and may be accessed at: https://www.ukq.com/support-policies-and-services#wfc ("Support Policies"). In the event of a conflict between the Support Policies and these Supplemental terms, the terms of these Supplemental Terms shall prevail. 5. Privacy and Security 5.1 The Workforce Central Software as a Services is an"Other UKG Products and Services"as defined in the DPA https://www.ukq.com/ukq-unified-dpa.The following terms shall replace and supersede the security terms from the Agreement or DPA: 5.1.1 As part of the Subscription Services, UKG shall provide those following Technical and Organizational Measures for protection of the security, confidentiality and integrity of Customer Data as described at: https://www.u kg.com/products/ukq-workforce-central-cloud/cloud-quidelines 5.1.2 Customer acknowledges that such safeguards endeavor to mitigate security incidents, but such incidents may not be mitigated entirely or rendered harmless. Customer should consider any particular UKG supplied © U 2025 UKG Inc.All rights reserved. A� 2 security-related safeguard as just one tool to be used as part of Customer's overall security strategy and not a guarantee of security. 5.1.3 Customer hereby consents to the use, processing or disclosure of Personal Data by UKG and UKG' suppliers wherever located only for the purposes described herein and only to the extent such use or processing is necessary for UKG to carry out UKG' duties and responsibilities under these Supplemental terms or as required by law. 5.1.4 Prior to initiation of the Subscription Services under the Agreement and on an ongoing basis thereafter, Customer agrees to provide notice to UKG of any extraordinary privacy or data protection statutes, rules, or regulations which are or become applicable to Customer's industry and which could be imposed on UKG as a result of provision of the Subscription Services. Customer will ensure that: (a)the transfer to UKG and storage of any Personal Data by UKG or UKG' Supplier's data center is permitted under applicable data protection laws and regulations;and, (b)Customer will obtain consents from individuals for such transfer and storage to the extent required under applicable laws and regulations. 6. Notwithstanding any other terms of the Agreement between the parties, the Subscription Services are provided"AS IS", "WHERE IS", with all faults, and UKG makes no representations, and extends no warranties of any kind, either express or implied, including any warranty of merchantability, fitness for a particular purpose, title, non-infringement. UKG assume no responsibilities whatsoever with respect to the Subscription Services provided. In no event will UKG be liable for any damages, including lost profits, goodwill, or data, or any special, indirect, direct, incidental, or consequential damages,arising out of the use or inability to use the Software. ©2025 UKG Inc.All rights reserved. A UKG Kronos Systems, LLC 900 Chelmsford Street UKG' Lowell, MA 01851 ukg.com January 2, 2026 Certificate of Authority I hereby certify that I am the President of UKG Kronos Systems, LLC (the "Company") and that Fabrice Pajot, Senior Manager Order Processing, is authorized to execute contracts, contract amendments, sales order forms and quotes on behalf of the Company. 4A70'64� Elizabeth McCarron President ACoR" CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) 12/01/2025 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT MARSH USA,LLC. NAME` PHONE 99 HIGH STREET (A/C,No Ext: FAX No): BOSTON,MA 02110 E-MAIL Attm Boston.Certrequest@marsh.com ADDRESS: INSURER(S)AFFORDING COVERAGE NAIC# CN 101 980216-US-MA-GAWU P-25- wsURERA: Federal Insurance Company 20281 INSURED UKG Kronos Systems LLC INSURER B: Great Northern Insurance Company 20303 900 Chelmsford Street INSURER C: ACE American Insurance Company 22667 Lowell,MA 01851 INSURER D: Arch Insurance Company 11150 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: NYC-011483133-12 REVISION NUMBER: 5 THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LIMITS LTR INSD WVD POLICY NUMBER MM/DD MM/DD A X COMMERCIAL GENERAL LIABILITY Y 3606-40-33 12/01/2025 12/01/2026 EACH OCCURRENCE $ 1,000,000 CLAIMS-MADE X� PREMIS OCCUR DAMAGEES Ea ocS( RENcurreTED nce $ 1,000,000 MED EXP(Any one person) $ 10,000 PERSONAL&ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERALAGGREGATE $ 2,000,000 X POLICY❑ PRO JECT ❑ LOC PRODUCTS-COMP/OP AGG $ 2,000,000 OTHER: $ B AUTOMOBILE LIABILITY Y 7361-70-85 12/01/2025 12/01/2026 COEaMBINED ident SINGLE LIMIT $ 1,000,000 acc X ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY Per accident A X UMBRELLALIAB X OCCUR Y 7819-27-57 12/01/2025 12/01/2026 EACH OCCURRENCE $ 10,000,000 EXCESS LAB CLAIMS-MADE AGGREGATE $ 10,000,000 DED X RETENTION$ 10,000 $ C WORKERS COMPENSATION 7183-44-74 12/01/2025 12/01/2026 PER OTH- AND EMPLOYERS'LIABILITY X Y/N STATUTE ER ANYPROPRIETOR/PARTNER/EXECUTIVE N/A E.L.EACH ACCIDENT $ 1,000,000 OFFICE R/M EMBER EXCLUDED? (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If yes,describe under 1,000 000 DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ D PROF LIAB/TECH E&O/CYBER NPL0067548-04 12/01/2025 12/01/2026 A COMMERCIAL PROPERTY 3606-40-33 12/01/2025 12/01/2026 ALL RISK DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,maybe attached if more space is required) Monroe County Board of County Commissioners is listed as additional insured as per written agreement. A 0Are . 16M T av_... 12 8.25 CERTIFICATE HOLDER CANCELLATION Monroe County Board of SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE County Commissioners THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 1100 Simonton Street ACCORDANCE WITH THE POLICY PROVISIONS. Key West,FL 33040 AUTHORIZED REPRESENTATIVE @ 1988-2016 ACORD CORPORATION. All rights reserved. ACORD 25(2016103) The ACORD name and logo are registered marks of ACORD