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HomeMy WebLinkAbout2017 ContractInvestment Summary Quote Number 02-2017-2226549.3 Company Information City of Sebastian 1225 Main St Sebastian, FL 32958 United States 183 Tolal Employees ADP Sales Associate Melissa Lilley MAS GEO DM mel issa.lillev(o),adp. com (407) 345-6248 Expiration 4/2712017 A mprn �VTM rlldirC! Executive Contact Randy Moyer Procurement Manager rmover[o@citvofsebastian ora (772)388-8231 $24,982.38 Total Annual re slmenl Sales Order Quote Number 02-2017-2226549 3 Company Information City of Sebastian 1225 Main St Sebastian. FL 32958 United States Processing Fees and Considerations Number of Employees: 183 on City of Sebastian Executive Contact Pandy Moyer Procurement Manager rmover itvofsebastian.oro (772)388-8231 0 Pef Processing Count Min Base Rate Bi -Weekly Annual Workforce Now Payroll Solutions 183 - $75.00 $4.64 $924.12 $24,027.12 • Essential Plus Payroll • Workforce Now HR & Benefits • Essential ACA • Workforce Now Performance • Workforce Now Recruitment • Workforce Now Document Cloud • Essential Time Additional Jurisdiction (if applicable) 2+ $8.95/month International Employees Rate (if $3.00/month applicable) w• Apflu"11 PrI Count Min Base Rate Annual Year End Forms, W2s or 1099s 183 - - $5.22 $955.26 Total Annual Investment Total Annual Workforce Now Services $24,982.38 OrneI Setup p • Implementation for Workforce Now Payroll Solutions $5,100.00 • Affordable Care Act (ACA) - Historical Hours Import up to18 months $1,000.00 ® Total Other Considerations Total Setup Implementation and One Time Fees $6,100.00 Sales Order Quote Nurnh-!, 0) 201 /-2r<r,5 Company In forrri:-non City of Sebastian 12115 Man st Seba;tiao FL 32958 United States Important Project & Billing Information F`_'td". mall rrnove, cel (772) 388 U? I Product Billing Billing for Payroll Processing Services, HCM and any module bundled into the single per employee per processing fee for payroll, is billed immediately following the client's first payroll processing. The billing count is based on the number of pays submitted during each processing period, therefore total billing may fluctuate. Other Start Date: Payroll:7/192017 I HCM:7/192017 I Time:7/192017 Client agrees to direct debit of fees for service: YES Expiration Date: 4272017 Summary Estimated Annual Net Investment $24'982'38 Total Implementation: $6,100.00 The ADP Services Listed on this sales order are provided at the prices set forth on the above pages and in accordance with ADP's standard terms and conditions of service attached to this sales order. By signing below you are acknowledging receipt of and, agreement to such terms and conditions and to the listed prices. ADP, LLC',AA� //// Client City of Sebastian Signature: iTG�e d.Z, Signature: ` �<•L"'1 Name: Melissa Lilley Name: Joseph Griffin Title: -DM Title: City Manager Date: —05/)2/201-7 Date: April 27, 2017 w CLIENT ACCOUNT AGREEMENT AND AUTHORIZATION TO DEBIT/CREDIT CLIENT NAME: CITY OF SEBASTIAN BRANCH : CO CODE' ADDITIONAL APPLICABLE COMPANY CODES: WI to the services for whichP. ADLLC ('ADP') has been engaged as described in the services agreement or other understanding between ADP and Client (exh, a'Service' and salledlvxly, the Servirev ), Client agrees le the debt method tried betuv for soiedfon d (t) payrdl be obFgallons rettd to ADP's Tax Fhn; Servase or ACA Penalty Management Servime. (2) payee obligawns raised ADIPa Al- INE Pay. Workeri Canpansatron, FSDD, ADPChack, ALINE Pay Card andlor Imi Pay Services, andlor, (3) wage gamiahmerR deductan amounts related to ADP'e WCPS and Client agrees to the ACH debit method (shod below, for cdledion Of Me apptisable fees for the Selves, all Punsant W the Client Asaom[ Agreement and Aothon tVan as Deb,ac edt, end the plovsione of E,d ibrt A ataChed�aedOndi eebv rated by reference herein firs 'Agreemeoll auch debit wit be started by ADP out Of ClanYs apphoi ble account q*.f d below Me'ODA AccbunP M the fuanpal in9NMn ('eANK'}Aldi, al author¢ations may be required by CLIENT. BANK(.) aNhordmg rename wire aM/or ACH (fees for sevood) tranaxlney. CieM uundnenersa erstands andconast'onww' edges the thatproson Il ervkes ementation and ongoing provision of Servilis are condNored upm Client passng (aM smenuing to paw) a cedentialing Prarrs that ADP may deem DEBIT METHOD(Check Applicable BOX): Not: ACH method will be seed t sated at gVv's fees ❑ Reverse Wire ❑ ACH ❑ Reverse Wire (Over ACH Limit) BANK INFORMATION: ADP will inmate request fpr a wke tanstm of funds from the DDA ACCOUNT indicatetl below, at accordance wdh the Reverse Wire provisions Of the Agreement Each applicable BANK is authorized Is charge the applisable DDA Annum in acsordarma with to Reverse Wire provisions of this agreement BANK is aufhorried to Gorge the DDA ACCOUNT in accordance wth the ACH Provisions of this Aggreement, NOTE: CLIENT eledhg ACH may be contaded by an ADP represents" to make amrgamans sler a wire transfer o` funds for imZunds exceed ng the established dollar tint far processing by ACH. Sudo dpltr qmR hd all be etermined by PDP in it able daaeton. In the event a rings, impound exceeds the established threshold for ACH gocessing. CLIENT agrees dot ADP may mitat a risque t for a unit, transfer of {ands from the DDA ACCOUNT in acsardance with to Reverse We intructims on the bark of this Agenar l 'FSDD 8 ADPCheck funds moat be debited hose me same account i,roll Taxes[:rSSO- ❑ADPCK' ❑Aline Pay ❑ACA JK Transit/ABA # k Name IK Address Reverse Wire ❑ ACH ❑ Reverse Wire iYIOIITaeeaffSSD- ❑ADPCK' ❑airhepay ❑aCA ltlABA JK Trar # k Name IK Address Reverse Wire E]ACH E]Reverse Wire ❑NGPS Maga Gamidhm.m[]M efassvcs❑t01K ANK Account # AN Contact BANK Phone (Over AC H Limit) ❑.NGPS ❑Nage Gamdtrment[]3enems Sva❑101K ANK Account # ANK Contact ANK Phone (Over ACH LimiII ❑Norkere Comp ❑Jther ❑Norkwsc— ❑]ter ACH FEES FOR SERVICES ADP will as ate ACH dean, ler .t Fees for Servces from to DDA Acwunt ridiculed bele, m —damse with the ACH provisions of this Agreement The applicable BANK at autiodmd to orange the aPPecable DDA Aauuld in accordance with the ACH Provearne, of the Agreement. ❑ Same bank information as above Fees for Service (ACH Debit Method) ANK TransitlABA # ANK Account # sink Name ANK Contact ANK Address ANK Phone COMPLETE THIS SECTION ONLY IF FSDD, ADPCH ECK OR ALINE PAY IS INDICATED ABOVE: Est. No. of Employees: I Est Net Payroll FSDD Start Date: I ADPCK Start Date I Federal ID # RW ACH-R O<CAA in 171 Revised AVS-FCM 022117 J?' WorkforceNow MAJOR ACCOUNTS SERVICES ADP, LLC: One ADP Boulevard Roseland New Jersey 07068 CLIENT: City of Sebastian 1225 Main St Sebastian, FL 32958, United States Attention: Randy Moyer MASTER SERVICES AGREEMENT 04-26-2017 (Effective Date) (referred to herein as "ADP") (referred to herein as "Client') ADP and Client agree that ADP shall provide Client with the following services in accordance with the terms and subject to the conditions set forth in this Major Accounts Services Master Services Agreement (the "Agreement') NNEX A: ENERAL TERMS AND CONDITIONS NNEX B: AYROLL PROCESSING, TAX FILING & PAYMENT SERVICES NNEX C: IME AND ATTENDANCE SERVICES NNEX D: R, BENEFITS AND TALENT MANAGEMENT SERVICES NNEXE: SSENTIALACA NNEX X: CA SERVICES - ADDITIONAL TERMS AND CONDITIONS FOR ADP ROFESSIONALSERVICES ("if Client requires historical data conversion to be erformed by ADP ProfessionalServices BY SIGNING BELOW, CLIENT ACKNOWLEDGES THAT THEY HAVE REVIEWED THE ENTIRE AGREEMENT INCLUDING THETERMS AND CONDITIONS IN EACH ANNEX CORRESPONDING TO SERVICES PURCHASED PURSUANT TO THE SALES ORDER. This Agreement includes the Annexes related to the services selected by Client. Each Annex listed above is attached hereto and is incorporated into this Agreement in full by this reference as if set forth in this Agreement in full. ADP LLC (Signature of Authorized Repr2 tative) Melissa Lilley (Name - Please Print) DM ADP Propnetary and Confidential 05/02/2017 (Date) (SigASturK of Autl)Azed Representative) Joseph Griffin (Name - Please Print) City Manager April 27, 2( (Title) (Date) 02-2017-2226549 3 Version 3 (07012016) Cover -2 ADP Major Account Services Sales Order Quote Number 02-2017-2226549.3 Company Information City of Sebastian 1225 Main St Sebastian, FL 32958 United States Workforce Now Included Services the clients behalf; Limited to one source ! vendor. A mope �umin respute. Executive Contact Randy Moyer Procurement Manager rmover(aD ci Ivo tsebastian.ora (772) 388-8231 Thank you for your consideration S.Istllule b IRS Pon. 5%5 OAIS No. t5 ,059 J, + R000rtag Agent Authwcahnn 1 2 3 r■ + (Slat. U.Oadl Por, a Altwney3 CdCave Brants FaderallD Numbor ru InlnrmaMn Auttvcalenl In n- on., dl(WUJMi AW 0."no, Med, W.... J Ta FIBrm Sense 5 TAXPAYER LEGAL NAME Nee M naptal letter& Include apecas, ampemandn and hypherm Do not enter any other conn Miw.i CITY OF SESA TM 8 DBA NAME Nae all caput bitars IrcYae .Paras. amper9rde, and hypMM. Do not soler any ether pundualion7 T Adwewa (number. meal. ord mom or saam, m) CAy w Iwm. state. ap and! country ITS Mem St Seta nt FL, 32955. UndW States REPORTING AGENTADP Tax Sawiea. 400 OyeM Covire Soukvard. 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Name (Reeuvd) Joseph Gin th. th.m amn all file the rebm RglerbarL bd0amrg w4h the 9earbr or par n Od all II any "no i tOd if a ntstng dens on 0 we op the ing ?gent named .love n roe Clhr manager dt ,mnwzee b mala dePomta and faymenm r -Ont, ranrrq ry n;a, Me Pa;m .Mi®red Any Is Ihwc4Uan 9rontad mma IRS e8W un81 it n rewked by Me F paver or RepMmg t ns SI none. �7xa 9 laaTwasdl a tax .M9 b �u ew, b dodos.. wnon 0" glom r la .9 o Ur LIO. a atbl olud d.ccavare o,,,doedr to'Ira.: Fo,r.wrtyy9 lod on L.nv8awl/or lineoinr, poo aahI, is d, Ww. apl F. DniefPegaI of SS pr?nasuw U IM bTayp awl IRS ramp d ram 8855. rtn adhcsiry gg.raMw on m WH wi4 not remke any Pexe' of Atkm,ey (Farm 2844) or Tax IMormaion p Aurnr:atnn (Fenn do?I I m.Uva April 27, 2017 ,3 * Workforcemw ANNEX A GENERAL TERMS AND CONDITIONS All references in this Agreement to "Client" shall refer to Client and its affiliates receiving the Services and ADP Products (defined in section IA) pursuant hereto. For purposes of this Agreement "affiliate" shall mean any individual, corporation or partnership or any other entity or organization (a `person") that controls, is controlled by or is under common control with Client For purposes of the preceding definition, "control- shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such person, whether through ownership of voting securities or by contract or otherwise. Unless otherwise specified, any reference in this Annex to a section or other subdivision is a reference to a section or subdivision of this Annex. Any terms defined in this Annex A shall have the same meaning in any other Annex to this Agreement unless otherwise noted. 1. GENERAL TERMS A. Services. ADP shall provide the services described in each Annex elected by Client under this Agreement or amendment to this Agreement and any other services offered pursuant to this Agreement and that ADP provides to Client at Client's request (the "Services") and such equipment, computer programs, software (other than pre-packaged third -pasty software), and documentation (the "ADP Products') required for such Services in accordance with sales order(s) between Client and ADP (the `Sales Order(s)"). A general description of the Services, including ADP Workforce Now, ADP's web -based portal which provides a single point of access to ADP online solutions and employee -facing websites and resources related to payroll, HR, benefits, talent, and time and attendance, is found at www.procLuctdcxripfion.maio=counts.adp.com com (which may be modified from time to time provided, however, that any such modifications will not have a material adverse impact on any of the Services Client is receiving). The ADP Products and Services are hosted in the United States and are for use in the United States only, except for the FIR and/or Talent modules of ADP Workforce Now (but specifically excluding document cloud services and any other modules/tools that ADP, in its sole discretion, determines shall not be accessible to Client employees located outside the United States), approved for use and access by Client from the countries specified on the Approved Country List listed on www.productdescripfion.maioraccotmts.adp.com or ADP otherwise consents in writing. ADP will provide the Services in a good, diligent and professional manner in accordance with industry standards, utilizing personnel with a level of skill commensurate with the Services to be performed IL Errors; Review of Data. All Services provided hereunder will be based upon information provided to ADP by Client or any person who is authorized by Client to use, access or receive the Services. Client will promptly review all documents and reports produced by ADP and provided or made available to Client in connection with the Services and promptly notify ADP of any error, omission, or discrepancy with Client's records. ADP will promptly correct such error, omission or discrepancy and, if such error, omission or discrepancy was caused by ADP, then such correction will be done at no additional charge to Client To help prevent employee fraud, ADP recommends that Client has someone other than its designated payroll contact, promptly and thoroughly review Client's disbursement reports to enable Client to spot and correct errors and inconsistencies. C. Records. ADP does not serve as Client's record keeper and Client will be responsible for retaining copies of all documentation received from or provided to ADP in connection with the Services to the extent required by Client or applicable law. D. Use of ADP Products and Services. ADP Products and Services include confidential and proprietary information. Client shall use the ADP Products and Services only for its internal business purposes. Client shall not provide, directly or indirectly, any of the ADP Products or Services or any portion thereof to any other party. Client shall not provide service bureau or other data processing services that make use of the ADP Products or Services or any part thereof without the express written consent of ADP. Client shall be responsible for the use of the Services by its affiliates, employees, plan participants and any other persons authorized by Client to access or use the Services in accordance with the terms of this Agreement. Client is responsible for the accuracy and completeness of all information and materials provided by Client, its agents or employees, regardless of form ("Client Content'). E. Compliance. L Applicable Laws. Each party will comply with applicable laws and regulations that affect its business generally, including anv applicable anti -bribery, export control and data protection laws and riles and regulations promulgated by the United States Department of Treasury, Office of Foreign Assets Control ("OFAC") regarding export controls and trade with prohibited parties. For clarity, Client represents that Personal Information (as defined section 7C of this Annex A) transferred by Client or at Client's direction to ADP has been collected in accordance with applicable privacy laws, and ADP agrees that it shall only process the Personal Information as needed to perform the Services, or as required or permitted by law. iL Design or the Services. ADP will design the Services, including the functions and processes applicable to the performance of the Services, to assist the Client in complying with its legal and regulatory requirements applicable to the Services, and ADP will be responsible for the accuracy of such design. Client and not ADP will be responsible for (i) how it uses the Services to comply with its legal and regtdatory requirements and (u) the consequences of any instructions that it gives or fails to give to ADP, including as past of the implementation of the Smites, provided ADP follows such instructions. Services do not include any legal, financial, regulatory, benefits, accounting or tax advice. HL Online Statements. if Client instructs ADP to provide online pay statements, Fonts W2, or Forms 1099 without physical copies thereof, Client will be exclusively responsible for determining if and to what extent Client's use of online pay statements, Forms W2 or Fomes 1099 satisfies Client's obligations under applicable laws and the consequences resulting from such determinations. F. Links to Third -Party Sites. Certain ADP Products or Services may be accessed by Client and its authorized employees and plan participants through the Internet at a website provided by ADP or on behalf of ADP, including those hosted by ADP on behalf of Client (a `Site'). Links to and from the Site to other third -party sites do not constitute an endorsement by ADP or any of its subsidiaries or affiliates of such thiol -party sites or the acceptance of responsibility for the content on such sites. Client's business dealings with any third -party advertiser found on the Sites) are solely between Clicnt and such advertiser and ADP shall not be responsible or liable for any loss or damage of anv sort incurred as the result of any such datings or as the result of the presence of such advertisers on ADP Workforce Now. ADP Proprietary and Confidential ADP Major Account Services Version 3 (07012016) A-1 G. Transmission of Data. In the event that Client elects to use an application programming interface ("API") to provide, or requests that ADP provide any Client Content or employee or plan participant information to any third party or to any non -U.S. Client location, Client represents that it has acquired any consents or provided any notices required to transfer such content or information and that such transfer does not violate any applicable international, federal, state or local laws and/or regulations. Additionally, ADP shall not be responsible for any services or data provided by any such third patty. 2 FEES, PAYMENTS, AND TAXES A. Fees. Client shall pay ADP for the ADP Products and Services at the rates specified in the Sales Order (assuming no changes in requirements, specifications, volumes or quantities) for the first six (6) months after the Effective Date, or if there is a Price Agreement for certain ADP Products or Services, for the term set forth therein (the "Initial Period"). Client shall pay ADP for the ADP Products and Services added by Client after the Effective Date at ADP's then prevailing prices for such ADP Products and Services. Subject to any Price Agreement, ADP may increase prices for the ADP Products and Services at any time atter the Initial Period upon at least thirty (30) days prior written notice to Client if such change is part of a general price change by ADP to its clients for affected items. B. Billing. Commencement of billing for Services shall be set forth in the respective Annexes governing the Services. Client will pay all invoices in full within thirty (30) days of the invoice date. Client shall reimburse ADP for any expenses incurred, including interest and reasonable attorney fees, in collecting amounts due ADP hereunder that are not under good faith dispute by Client Fees for implementation services, if any, shall be billed upon go live of the respective Servicc(s); provided, however, in the event this Agreement or any Services(s) is terminated after the commencement but prior to the completion of such implementation, ADP will invoice, and Client will pay, for any implementation services and expenses incurred by ADP until such date of termination (a minimum of 30% of quoted implementation fees), not to exceed the implementation fees quoted on the Sales Order. C Taxes. Client shall be responsible for payment of all taxes (excluding those on ADP's net income) relating to the provision of ADP Products and Services, except to the extent a valid tax exemption certificate or other written documentation acceptable to ADP to evidence Client's tax exemption status is provided by Client to ADP prior to the delivery of Services. 3. WARRANTIES AND DISCLAIMER A. Warranties. Each party warrants that (i) it has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby and (n) flus Agreement has been duly and validly executed and delivered and constitutes the valid and binding agreement of the parties, enforceable in accordance with its terms. B. DISCLAIMER. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, ALL EQUIPMENT PROVIDED BY ADP OR ITS SUPPLIERS IS PROVIDED "AS IS" AND ADP AND ITS LICENSORS EXPRESSLY DISCLAIM ANY WARRANTY, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, NON -INTERRUPTION OF USE, AND FREEDOM FROM PROGRAM ERRORS, VIRUSES OR ANY OTHER MALICIOUS CODE WITH RESPECT TO THE SERVICES, THE ADP PRODUCTS, ANY CUSTOM PROGRAMS CREATED BY ADP OR ANY THAD-PARTY SOFTWARE DELIVERED BY ADP. ADP AND ITS LICENSORS FURTHER DISCLAIM ANY WARRANTY THAT THE RESULTS OBTAINED THROUGH THE USE OF THE SERVICES, THE ADP PRODUCTS, ANY CUSTOM PROGRAMS CREATED BY ADP OR ANY THIRD -PARTY SOFTWARE DELIVERED BY ADP WILL MEET CLIENTS NEEDS. 4. INTELLECTUAL PROPERTY A Cheat IP Rights Except for the rights expressly granted to ADP in this Agreement, all rights, title and interests in and to Client Content, including all Intellectual Property Rights (as hereinafter defined) inherent therein and pertaining thereto, are owned exclusively by Client or its licensors. Client hereby grants to ADP for the term of this Agreement a non-exclusive, worldwide, non -transferable, royalty -free license to use, edit, modify, adapt, translate, exhibit, publish, reproduce, copy and display the Client Content for the sole purpose of performing the Services; provided Client has the right to pre -approve the use by ADP of any Client trademarks or service marks. For the purposes of this Agreement, "Intellectual Property Rights" means all rights, title and interest to or in patent, copyright, trademark, service mark, trade secret, business or trade name, know-how and rights of a similar or corresponding character. 13. ADP IP Rights Except for the rights expressly granted to Client in this Agreement, all rights, title and interest in and to the Services, including all Intellectual Property Rights inherent therein and pertaining thereto, are owned exclusively by ADP or its licensors. ADP grants to Client for the term of this Agreement a personal, non-exclusive, non -transferable, royalty -free license to use and access the ADP Products or Services in accordance with the terms of this Agreement. The ADP Products or Services do not include any Client - specific customizations unless otherwise agreed in writing by the parties. Client will not obscure, alter or remove any copyright, trademark, service mark or proprietary rights notices on any materials provided by ADP in connection with the Services, and will not copy, decompile, recompile, disassemble, reverse engineer, or make or distribute any other form of, or any derivative work from, such ADP materials. C. Ownership of Reports. Client will retain ownership of the content of reports and other materials that include Cheat Content produced and delivered by ADP as a part of the Services, provided that ADP will be the owner of the format of such reports. To the extent any such reports or oil= materials incorporate any ADP proprietary information, ADP (i) retains sole ownership of such proprietary information and (ii) provides the Client a fully paid up, irrevocable, perpetual, royalty -lee ficense to access and use same for its internal business purposes without the right to create derivative works (other than derivative works to be used solely for its internal business purposes) or to further distribute any of the foregoing rights except to its affiliates, employees, plan participants and any other persons authorized by Client to access or use the Services. D. ADP Indemnity. Subject to the remainder of this Section 4D, ADP shall defend Client in any suit or cause of action, and indemnify and hold Client harmless against any damages payable to any third party in any such suit or cause of action, alleging that the ADP Products as used in accordance with this Agreement infringe any U.S, patent, copyright, trade secret or other proprietary right of any third party. The foregoing obligations of ADP are subject to the following requirements: Client shall take all reasonable steps to mitigate any potential damages which may result; Chet shall promptly notify ADP of any and all such suits and causes of action; ADP controls any negotiations or defense of such suits and causes of action; and Client assists as reasonably required by ADP. The foregoing obligations of ADP do not apply to the extent that the infringing ADP Product or portions or components thereof or modifications thereto were not ADP Proprietary and Confidential ADP Major Account Servicer Version 3 (07012016) A-2 supplied or directed by ADP, or were combined with other products, processes or materials not supplied or directed by ADP (where the alleged infringements relates to such combination). S NONDISCLOSURE All Confidential Information (defined below) disclosed hereunder will remain the exclusive and confidential property of the disclosing party. The receiving party will not disclose the Confidential information of the disclosing patty and will use at least the same degree of cam, discretion and diligence in protecting the Confidential Information of the disclosing party as it uses with respect to its own confidential information, but in no case less than reasonable care. The receiving party will limit access to Confidential information to its affiliates, employees and authorized representatives with a need to know and will instruct them to keep such information confidential. Notwithstanding the foregoing, the receiving party may disclose Confidential Information of the disclosing party (a) to the extent necessary to comply with any law, rule, regulation or ruling applicable to it, (b) as appropriate and with prior notice where practicable, to respond to any summons or subpoena or in connection with any litigation, (c) relating to a specific employee, to the extent such employee has consented to its release. andfor (d) in order to provide the Services under this Agreement. Upon the request of the disclosing party, the receiving party will return or destroy all Confidential Information of the disclosing party that is in its possession. Notwithstanding the foregoing, (x) ADP may retain information for regulatory purposes or in back-up files, provided that ADP's confidentiality obligations hereunder continue to apply; (y) ADP may use the Client's and its employees' and participants' information for purposes other than the performance of the Services but only in an aggregated, anonymhzed form, such that neither Client nor its employees or participants may be identified, and Client will have no ownership interest in such aggregated, anonymized data. For purposes of this Section, "Confidential Information" shall mean: all information of a confidential or proprietary nature, including pricing and pricing related information and all personally identifiable payroll and employee -level data, provided by the disclosing party to the receiving party for use in connection with ADP Products or Services, or both, but does not include (i) information that is already known by the receiving party, (ii) information that becomes generally available to the public other than as a result of disclosure by the receiving party in violation of this Agreement, and (iii) information that becomes (mown to the receiving party from a source other than the disclosing party on a non -confidential basis. The obligations of ADP set forth in this Section 5 shall not apply to any suggestions and feedback for product or service improvement, correction, or modification provided by Client in connection with am present or future ADP product or service, and, accordingly, neither ADP nor any of its clients or business partners shall have any obligation or liability to Client with respect to any use or disclosure of such information. 6. LIMIT ON LIABILITY A. Limit on Monetary Damages. Notwithstanding anything to the contrary contained in this Agreement, ADP's aggregate liability under this Agreement during any calendar year for damages (monetary or otherwise) under say circumstances for claims of any type or character made by Client or any third party arising from or related to ADP Products or Services, will be limited to the lesser of (i) time amount of actual damages incurred by Client or (ii) the average monthly charges for three (3) months for the affected ADP Products or Services during such calendar year. ADP will issue Client a credit(s) equal to the applicable amount and any such credits) will be applied against subsequent fees owed by Client The foregoing limit on liability shall not apply to (i) ADP's willful, criminal or fraudulent misconduct; (ii) the infringement indemnity set forth in Section 41); (iii) loss or misdirection of Client funds in possession or control of ADP due to ADP's error or omission; and (iv) in connection with the Tax Filing Services as provided in Section 1 of Agee B, (a) interest charges imposed by an applicable tax authority on Client for the failure by ADP to pay funds to the extent and for the period that such funds were held by ADP and (b) all tax penalties, in each case resulting from ADP's error or omission in the performance of such Services. The provisions of Section 6A(iv) shall only apply if (x) Client permits ADP to act on Client's behalf in any communications and negotiations with the applicable taxing authority that is seeking to impose any such penalties or interest and (y) Client assists ADP as reasonably required by ADP. B. No Consequential Damages. NEfIHM ADP NOR CLIENT WILL BE RESPONSIBLE FOR SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR OTHER SIMILAR DAMAGES (INCLUDING, WITHOUT LIMITATION, ANY LOST PROFITS OR DAMAGES FOR BUSINESS INTERRUPTION OR, LOSS OF INFORMATION) THAT THE OTHER PARTY MAY INCUR OR EXPERIENCE IN CONNECTION WITH THIS AGREEMENT OR THE SERVICES OR ADP PRODUCTS, HOWEVER CAUSED AND UNDER WHATEVER THEORY OF LIABILITY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 7. SECURITY AND CONTROLS A. Service Organization Control Reports. Following completion of implementation of wry applicable Services, ADP will, at Chent's request and at no charge, provide Client with copies of any routine Service Organization Control h reports ("SOC 1 Reports") (or any successor reports thereto) directly related to the core ADP Products utilized to provide the Services provided hereunder for Client and she* released to ADP by the public accounting firm producing the report SOC I Reports are ADP Confidential Information and Client will not distribute or allow nay third party (other than is independent auditors) to use any such report without the prior written consent of ADP. Client will instruct is independent auditors or other approved third parties to keep such report confidential and Client will remain liable for any unauthorized disclosure of such report by its independent auditors or other approved third parties. B. Business Continuity; Disaster Recovery. ADP maintains a commercially reasonable business continuity and disaster recovery plan and will follow such plan. C. Data Security. ADP has an established information security program containing appropriate administrative, technical and physical measures to protect Client data (including any Personal Information therein) against accidental or unlawful destruction, alteration, unauthorized disclosure or access consistent with applicable laws and data processing industry standards. For purposes of this Agreement, "Personal Information" means information relating to an identified or identifiable natural person. An identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identification number or to one or more factors specific to such person's physical, physiological, mental, economic, cultural or social identity. In the event ADP suspects any unauthorized access to, or use of, the Services, ADP may suspend access to the Services to the extent ADP deems necessary to preserve the security of the Client's data. D. Data Security Incident Notification If ADP becomes aware of a security breach (as defined in any applicable law) or any other event that compromises the security, confidentiality or integrity of Client's Personal Information (an "Incident"), ADP will take appropriate ADP Proprietary and Confidential ADP Major Account Services Version 3 (07012016) A-3 actions to contain, investigate and mitigate the Incident In the event that applicable law requires notification to individuals and others of such an Incident, ADP will take additional mitigation steps including providing assistance with the drafting and mailing of such notifications. ADP and Client shall mutually agree on the content and timing of any such notifications, in good faith and as needed to meet applicable legal requirements. & TERM AND TERMINATION; DEFAULT BY CLIENT; REMEDIES UPON DEFAULT A Termination/Suspension. Subject to the terms of any Price Agreement and except as set forth in any other Annex herein, entered into by ADP and Client, ADP may upon at least ninety (90) days prior written notice or Client may upon at least sixty (60) days prior written notice, terminate this Agreement or any Service(s) provided hereunder without cause. In the event Client does not provide ADP with the proper notice as set forth in the previous sentence (or as set forth in any Annex herein), Client shall pay ADP for my fees for Services that would have been incurred by Client during such notice period (calculated based on an average of the prior six months of invoices for such terminated Services, or shorter period of time if there has been less than six months of invoices). Either party may also suspend performance and/or terminate this Agreement immediately upon written notice at any time if. (i) the other party is in material breach of any material warranty, tern, condition or covenant of this Agre®tent and fails to cum that breach within thirty (30) days after written notice thereof, (ii) the other party ceases business operations; or (iii) the other patty becomes insolvent, generally stops paying its debts as they become due or seeks protection under any bankruptcy, reccivmship, trust deed, creditors arrangement, composition or comparable proceeding, or if any such proceeding is instituted against the other (and not dismissed within ninety (90) days after commencement of one of the foregoing events). ADP may also suspend performance immediately without prior notice in the event Client, its employee(s) or any other third party (i) includes in any Site any Client Content which is obscene, offensive, inappropriate, threatening, or malicious; which violates any applicable law or regulation or any contract, privacy or other thud party right; or which otherwise exposes ADP to civil or criminal liability or (ii) wrongfully uses or accesses the ADP Products or any other systems of ADP used in the performance of its obligations under this Agreement. ADP may also immediately terminate this Agreement or the Services if Client has violated or, if conducting business with Client, a payee of Client, or Client subsidiary is in violation of, any of the rules or regulations promulgated by OFAC. B. Termination/Suspension of Payment Services Without limiting the foregoing, the parties agree that any Services that involve electronic or check payments being made by ADP to third parties on Client's behalf and at its direction (collectively, "Payment Services') involve a credit risk to ADP. Payment Services may be immediately suspended or terminated by ADP without prior notice if (1) ADP has not received timely funds from Client; (n) a bank notifies ADP that it is no longer willing to originate debits from Clients account(s) and/or credits for Client's behalf for any reason; (iii) the authorization to debit Client's account is terminated or ADP reasonably believes that there is or has been fraudulent activity on the account; (iv) ADP reasonably determines that Client no longer meets ADI s credit/financial eligibility requirements for such Services; (v) Client has any material adverse change in its financial condition; (vi) Clients violation of any applicable operating Hiles of the National Automated Clearing House Association ("NACIW) or (vii) with respect to the ADP Wage Payments Cmd Services, the issuing Bank (as defined in Ampex n cancels the Cards issued on behalf of Client ADP shall not be required to provide such Payment Services if ADP reasonably determines that Client presents an undue credit risk to ADP or in the event of any other termination right If Payment Services are not terminated despite the occurrence of any of the events described above, ADP may require Client to pay its outstanding and all future third -party payment amounts covered by Payment Services and/or ADPs fees and charges for Payment Services to ADP (x) by bank or certified check, (y) by wire transfer of immediately available funds, and/or (z) in advance of the then current schedule, as a condition to receiving further Payment Services. C. Post -Termination. If use of any ADP Products or Services is or may be terminated by ADP pursuant to Section SA and SB, ADP shall be entitled to allocate any funds remitted or otherwise made available by Client to ADP in such priorities as ADP (in its sale discretion) deems appropriate (including reimbursing ADP for payments made by ADP hereunder on Client's behalf to a thud party). If any ADP Products or Services are terminated by either party hereto, Client will immediately (i) become solely responsible for all of its thud -party payment obligations covered by such ADP Products or Services than or thereafter due, (ii) reimburse ADP for all payments made by ADP hereunder on Cheat's behalf to any third party; and (iii) pay any and all fees and charges invoiced by ADP to Client relating to the ADP Products or Services. Any license or right to access the ADP Products shall automatically terminate upon ADP ceasing to provide Client with the related Services. At any time prior to the actual termination date, Client may download Client's information or reports available to it in conjunction with all of the Services provided to Client by ADP. Upon termination of this Agreement, Client may order from ADP any data extraction offered by ADP, at the then prevailing hourly time and materials rate. 9. MISCELLANEOUS A. Inducement; Entire Agreement; Modification. Cued has not been induced to enter into this Agreement by any representation or warranty not set forth in this Agreement. This Agreement contains the entire agreement of the parties with respect to its subject matter and supersedes and overrides all prior agreements on the same subject matter, and shall govern all disclosures and exchanges of Confidential Information made by the parties previously hereto. This Agreement shall not be modified except by a writing signed by ADP and Client. B. Third -Party Beneficiaries. Except as expressly provided herein or in an applicable exhibit, annex, appendix or schedule by express reference to this Section 9B, nothing in this Agreement creates, or will be deemed to create, third party beneficiaries of or under this Agreement. Client agrees that ADP's obligations in this Agreement are to Client only, and ADP has no obligation to any third party (including without limitation, Clients personnel, directors, officers, employees, users and any administrative authorities). C. Force Majeure. Any party hereto will be excused from performance under this Agreement for any period of time that the party is prevented from performing its obligations hereunder as a result of an act of God, war, utility or communication failures, or other cause beyond the party's reasonable control. Both parties will use reasonable efforts to mitigate the effect of a force majeure evenL D. Non -Him. During the term of this Agreement and for the twelve (12) months thereafter, neither Client nor the ADP regions providing the Services, shall knowingly solicit or hire for employment or as a consultant, any employee or former employee of the other party who has been actively involved in the subject matter of this Agreement. ADP Proprietary and Confidential - -- ADP Major Account Servic - Versim 3 (07012016) A-4 es E. Waiver. The failure of either party at any time to enforce any right or remedy available to it under this Agreement with respect to any breach or failure by the other party shall not be construed to be a waiver of such right or remedy with respect to any other breach or failure by the other party. F. Headings. The headings used in this Agreement are for reference only and do not define, limit, or otherwise affect the meaning of any provisions hereof. G. Severability. If any of the provisions of this Agreement shall be invalid or unenforceable, such invalidity or unenforceability shall not invalidate or render unenforceable the entire Agreement, but rather the entire Agreement shall be conshved as if not containing the particular invalid or unenforceable provision or provisions, and the rights and obligations of Client and ADP shall be construed and enforced accordingly. H. Relationship of the Parties. The parties hereto expressly understand and agree that each party is an independent contractor in the performance of each and every part of this Agreement, is solely responsible for all of its employees and agents and its labor costs and expenses arising in connection therewith 1. Governing Law. This Agreement is governed by the laws of the State of New York without giving effect to its conflict of law provisions. I Additional Documentation. In order for ADP to perform the Services, it may be necessary for Client to execute and deliver additional documents (such as reporting agent authorization, client account agreement, limited powers of attorney, etc.) and Client agrees to execute and deliver such additional documents. IC Regulatory Notice. No state or federal agency monitors or assumes any responsibility for the financial solvency of third -party tax filers. L. Use of Agents. ADP may designate any agent or subcontractor to perform such tasks and functions to complete any services covered under this Agreement However, nothing in the preceding sentence shall relieve ADP from responsibility for performance of its duties under the terms of this Agreement- M. greementM. Conflicts Clause. In the event of a conflict between the lemma of this Agreement and any additional terms, the terms of this Agreement shall control, unless an Addendum to this Agreement is executed simultaneously herewith or subsequently hereto, in which care the terms of such Addendum shall control. N. Counterparts. This Agreement may be signed in two or more counterparts by original, .pdf (or similar format for scanned copies of documents) or facsimile signature, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument O. Assignment Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party. However, ADP may assign its rights and obligations under this Agreement to a commonly controlled affiliate of ADP without the prior written notice or consent of Client in order for such affiliate to perform any or all of the Services, provided that ADP will remain responsible for the performance of such Services. P. Notices. All notices required to be sent or given under this Agreement, including any notices of termination in accordance with Section 8 herein, shall be in writing and shall be delivered or sent by recognized courier or registered or certified mail, return receipt requested, to Client at the address indicated on the face hereof and to ADP, General Counsel — Major Accounts, One ADP Boulevard, Roseland, NJ 07068, or to such other addresses as the parties shall specify by notice given pursuant hereto. Q. Survival. Those provisions which by their content are intended to, or by their nature would, survive the performance, termination, or expiration of this Agreement, shall survive termination or expiration of this Agreement, ADP Proprietary and Confidential ADP Major Account Services Version 3 (07012016) A-5 J� WorkforceNow ANNEX B PAYROLL PROCESSING, TAX FILING & PAYMENT SERVICES 1. Payroll Processing, Tax Filing & Payment Services. ADP will process payroll for Client's employees and payees, deliver pay checks and related reports to Client, process direct deposits to those employees electing such service, remit payroll laces on Client's behalf to those federal, state, and most local taxing jurisdictions designated by Client (not including the filing or depositing of excise, sales, use, corporate, or similar taxes), and file related tax returns (such remitting of payroll taxes and filing of related tax returns, the "Tax Filing Services"). For an additional fee, ADP will also process calendar year-end Forms W-2 for Client's employees and Forms 1099 -MSC for payments to individuals that provide services to Client as independent contractors. Client shall be liable for, and shall indemnify ADP against, any loss, liability, claim, damage or exposure arising from or in connection with any fraudulent or criminal acts of Client's employees or payees. 2. Billing. Payroll processing services and any other ADP Products and/or Services bundled into the pricing for the payroll processing services are billed immediately following Client's first payroll processing. The billing count is based on the number of pays submitted during each payroll processing period, therefore total billing may fluctuate. 3. Funding. If Client is receiving Payment Services (as defined in Section 813 of Annex A), Client shall have sufficient funds in Client's account within the deadline established by ADP to satisfy Client's third -party payment obligations in their entirety. A mandatory credit check will be performed prior to the provision of any Payment Services. ADP may commingle Chent's impounded finds with other clients', ADP's or ADP -administered funds of a similar type. ALL AMOUNTS EARNED ON SUCH FUNDS WHILE HELD BY ADP WILL BE FOR THE SOLE ACCOUNT OF ADP. 4. Debits. Client shall be liable for debits properly initiated by ADP hereunder. Client unconditionally promises to pay to ADP the amount of any unfunded payroll file (including any debit returned to ADP because of insufficient or uncollected funds or for any other reason), plus any associated bank fees or penalties, upon demand and interest on the unfunded payroll amount at the rate of 1.5% per month (or the maximum allowed by law, if less). Also, if any debit to an employee's or other payee's account reversing or correcting a previously submitted credit(s) is returned for any reason, Client unconditionally premises to cooperate with ADP and pay the amount of such debit upon demand and interest thereon. Client agrees to cooperate with ADP and any other parties involved in processing any transactions hereunder to recover funds credited to any employee as a result of an error made by ADP or another party processing a transaction on behalf of ADP. 5. Full Service Direct Deposit (FSDD). Prior to the first credit to the account of any employce or other individual under FSDD services, Client shall obtain and retain a signed authorization from such employee or individual authorizing the initiation of credits to such party's account and debits of such account to recover funds credited to such account in error. ti ADFCheckie1. Client shall not distribute any ADPChecks to payees prim to the check date. If Client distributes any ADPChecks prior to the check date, ADP may impose an early cashing fee against Client If Client desires to stop payment on any ADPCheck, Client shall provide ADP with a stop payment request in such forth required by ADP. ADP shall then place a stop payment order with ADP's bank within twenty-four (24) hours of ADP's receipt of such stop payment request. Client shall not request ADP to stop payment on any ADPCheck that represents funds to which the applicable payee is rightfully entitled. Client agrees to indemnifv, defend, and hold harmlessADP and its affiliates and their successors and assigns from and against any liability whatsoever for stopping payment on any ADPCheck requested by Client and from and against all actions, suits, losses, claims, damages, charges, and expenses of every nature and character, including attorney fees, in any claims or suits arising by reason of slopping payment on said check, including claims made by a "holder in due course" of such check. 7. Important Tax Information (IRS Disclosure). Notwithstanding Client's engagement of ADP to provide ADP Tax Filing Services, Client is responsible for the timely filing of payroll tax returns and tate timely payment of payroll taxes for its employees. The Internal Revenue Scrvice recommends that employers enroll in the U.S. Treasury Department's Electronic Federal Tax Payment System (EFIPS) to monitor their accounts and ensure that timely tax payments are being made for them. Online enrollment in EFTPS is available at www.eftos.eov; an enrollment form may also be obtained by calling (800) 555-0477. State tax authorities generally offer similar means to verify tax payments. Client may contact appropriate state offices directly for details. & State Unemployment Insurance Management. Subject to Section 9C of Annex A, Client's compliance with its obligations in Sections A and B herein, and any delays caused by third parties (eg., postal service, agency system and broker delays) and events beyond ADP's reasonable control, ADP will deliver the State Unemployment Insurance Management Services ("SUI Management Services") within the time periods established by the relevant unemployment compensation agencies. A. Provision of Information; Contesting Claims. Client will on an ongoing basis provide ADP and not prevent ADP from famishing all information necessary for ADP to perform the SUI Management Services within the timeframes established or specified by ADP. The foregoing information includes without limitation the claimants' names, relevant dates, wage and separation information, state -specific required information, and other documentation to support responses to unemployment compensation agencies. B. Transfer of Data. Client may transfer the information described in Section A to ADP via (i) on-line connection between ADP and Client's computer system, or (ii) inbound data transmissions from Client to ADP. Client will provide the data using mutually acceptable communications protocols and delivery methods. Client will promptly notify ADP in writing if Client wishes to modify the communication protocol or delivery method. C. Client acknowledges that ADP is not providing storage or record keeping of Client records as part of the SUI Management Services, and that if the SUI Management Services are terminated, ADP may, in conformity with Section 5 of Armee A, dispose of all such records. If the SUI Management Services are temmured, any access Client has to ADP websites containing Client's data will expire and Client will be responsible for downloading and gathering all relevant data prior to expiration of any such access that may have been granted ADP Proprictary end Confidential ADP Major Account Services Version 3 (07012016) B -1 Workforcemw ANNEX C TIME AND ATTENDANCE SERVICES 1. Time and Attendance Products. ADP agrees to provide Client with the data collection devices (e.g. Timeclock, HandPunch, etc.) (the "Timeelock Equipment"), time and attendance module or application, and related services (collectively, the "Time Products") described in the Sales Order. For the hosted Enhanced Time (also known as Enterprise eTIME) product only, additional license terms are available at www.ado.comRlmlicmwterms. ADP Enhanced and Essential Time products are available for use in a limited number of countries outside the United States, although certain restrictions and requirements may apply. 2 Bulling for Services. If Client is purchasing Essential Time Services and the pricing for such ADP Products and Services is not bundled with Client's pricing for Payroll Processing services, if any, billing for such ADP Products and Services will begin on the earlier of (i) the date that ADP Products and Services are available for use by Client in a production environment OR (ii) ninety (90) days from the Effective Date. If Client is purchasing Enhanced Time (also known as Enterprise eT kffi) services billing will begin on the earlier of (i) the date that ADP Products and Services am available for use by Client in a production environment OR (ii) one hundred forty (140) days from the Effective Date. If the Services Client is purchasing pursuant to this Annex C is bundled with payroll processing services, then billing for such services shall commence in accordance with the teals of Section 2 of Annex B. 3. Installation. Client shall provide and install all power, wiring and cabling required for the installation of any Timeclock Equipment. Client shall also pay an installation and setup fee for each unit of Timeclock Equipment if such equipment is installed on Client's premises by ADP. 4. Use of Timeclock Equipment and Right to Inspect. Regarding Timeclock Equipment provided on a subscription basis only, Client shall not make any alterations or attach any device not provided by ADP to the Timeclock Equipment, nor shall Client remove the Timeclock Equipment from the place of original installation without ADP's prior consent. Upon reasonable written notice to Client, ADP shall have the right to cater Client's premises to inspect the Timeclock Equipment during normal business hours. Title to the Timeclock Equipment shall at all times remain in ADP unless Client has chosen the purchase option and has paid ADP in full the purchase price. Except if so purchased and paid for by Client, the Timeclock Equipment is and at all times shall remain, a separate item of personal property notwithstanding its attachment to other Timeclock Equipment or real property. S. Return of Timeclock Equipment. Upon termination or cancellation of this Agreement, Client shall, at its expense, return the Timeclock Equipment to ADP in accordance with ADP's instructions. The Timeclock Equipment shall be returned in as good condition as received by Client, normal wear and tear excepted. In the event the Timeclock Equipment is not returned within ninety (90) days, Client agrees to purchase it at the prevailing manufactmet's suggested retail price. If timely payment for the Timeclock Equipment is not made by Client, ADP shall have the right to take immediate possession of such equipment The terms of this Section 5 shall not apply if prior to the time of such termination or cancellation Client already purchased and paid for the Timeclock Equipment in frill. G Warranty. ADP warrants to Client that the Timeclock Equipment shall be free from defects in material and workmanship at the date such Timeclock Equipment is shipped and for ninety (90) days thereafter. ADP's sole obligation in case of any breach of any warranty contained herein shall be to repair or replace, at ADP's option, any defective items. The foregoing is the extent of ADPs liability with respect to all claims related to Timeclock Equipment, including without limitation, contract and negligence claims and shall constitute Chent's sole remedy. - 7. Maintenance Fees. Maintenance services for the Timeclock Equipment (set forth below in Section 8) apply automatically to Timeclock Equipment obtained under the subscription option (and any charges therefore are already included in the monthly time and attendance subscription fees). The costs for maintenance services for Timeclock Equipment under the purchase option are not included in the purchase price for such equipment, a separate annual maintenance fee applies. Client, under the purchase option, may terminate its receipt of maintenance services by providing written notice to ADP no less than thirty (30) days prior to the end of the then current annual coverage period. ADP is not required to rebate to Client any maintenance fees relating to a current or prior coverage period (NOTE: If Client selects the purchase option but opts not to receive (or terminates) maintenance services hereunder by executing a waiver of maintenance services, any such services provided by ADP at Client's request will be subject to ADP's then current charges for such services.) No Timeclock Equipment maintenance is done at the Client site. Client shall bear all delivery/shipping costs and all risk of loss during shipment/delivery of Timeclock Equipment relating to maintenance services. & Maintenance Services. ADP will maintain the Timeclock Equipment to be free from defects in material and workmanship as follows: Any parts found to be defective (except as specifically excluded below) shall be replaced or repaired, at ADP's or its designee's option, without charge for parts or labor, provided that the Timeclock Equipment has been properly installed and maintained by Client and provided that such equipment has been used in accordance with this Agreement and any online or shrink- wrap terms or license, or other accompanying documentation including, but not limited to, Client's Sales Order provided by ADP or its designee and has not been subject to abuse m tampering. Tlx: foregoing repairs and replacements may be made only by ADP or its designee, and will be made only after ADP or its designee is notified of a problem, receives delivery from Client of the Timeclock Equipment at issue and determines that it results from defective materials or workmanship. Notwithstanding the foregoing, ADP may deliver a temporary replacement item for Clienfs use while such determination is being made with respect to the Timeclock Equipment in question. Repairs and replacements required as a result of any of the following shall not be included in the foregoing maintenance services and shall be charged at ADP's then current rates: (i) damage, defects, or malfunctions resulting from misuse, accident, neglect, tampering, unusual physical, or electrical stress, or causes other than normal or intended use; (ii) failure of Client to provide and maintain a suitable installation environment; (iii) any alterations made to or any devices not provided by ADP attached to the Timmlock Equipment; and (iv) malfunctions resulting form use of badges or supplies not approved by ADP. 9. Upgrades. In order to keep the Time Products current, ADP may from time to time perforin maintenance fixes and other upgrades to the Time Products Client is then receiving. ADP will perform these upgrades on Client's behalf for all hosted products. For non - hosted products, Client will be required to install the upgrade provided by ADP in accordance with the written notice provided to Client. ADP Proprietary and Confidential ADP Major Account Services Version 3 (07012016) C-1 W WorkforceNow ANNEX D HR, BENEFITS AND TALENT MANAGEMENT SERVICES I. Bitting for Services. If Client is purchasing HR. Benefits or Talent Management Services and the pricing for such Services is not bundled with Client's pricing for payroll processing services, billing for such Services will begin on the earlier of (i) the date that the services are available for rise by Client in a production environment OR (ii) ninety (90) days after the Effective Date. The billing count for HR, Benefits or Talent Management Services when the pricing for such Services is not bundled with Client's pricing for payroll processing services is based on all unique lives in the database paid in the previous calendar month. If the Services Client is purchasing pursuant to this Annex D are bundled with payroll processing services, then billing for such Services shall commence in accordance with the terms of Section 2 of Annex B. 2. Initial Setup Services. Client shall promptly deliver to ADP the Client Content required by ADP to perform initial setup services. Such information and materials shall be in an electronic file format acceptable to ADP. 3. Additional Configuration. After completion of initial setup services, any suhsrx(uent changes Client requests to the configuration of the Client Content in the ITR and/or Benefits module will be charged at ADP's then current benefits maintenance fees. 4. ADP Carrier Connection's. If Client is receiving the Benefits products and services and elects the ADP Cama Connection service, ADP, or its authorized agent(s), will electronically transmit employee data, including employee benefits enrollment data, to Client's tamers or other third parties authorized by Client, and Client authorizes ADP and its authorized agengs), to provide such transmission on Client's behalf. Additionally, commencement of the Carrier Connection service is subject to Client completing the configuration setup of Client Content and the format of such transmission to the designated carriers. ADP's ability to transmit Client's employee benefits enrollment data is subject to the provision by the designated carriers of a current functional interface between the benefits module and the designated carriers' systems. ADP will not be obligated to transmit Client's data to the designated carriers if at any time Client's designated carriers fail to provide the proper interface as described above. If Client requires the development of any special interfaces in order to transmit such data to the designated carriers, all work performed by ADP to create such interfaces will be at ADP's then current fees for such services. Client is responsible for promptly reviewing all records of carrier transmissions and other reports prepared by ADP for validity and accuracy according to Client's records, and Client will notify ADP of any discrepancies promptly after receipt thereof. In the event of an error or omission in the Carrier Connection services caused by ADP, ADP will correct such error or omission, provided that Client promptly advises ADP of such error or omission. Client shall remain responsible for transmission of all emollment/disemollment data to Client's carriers other third parties authorized by Client until ADP confirms that carrier connection implementation is complete. Additional setup fees will apply when Client elects to add new carrier connections. This includes reconfrguuation of existing carrier connections and additional elections requested after connection set up (initial implementation) of the Services. Any changes in Client's benefit providers that require the establishment of a new carrier connection or the modification of an existing carrier connection shall be considered a new carrier connection. 5. Talent Management Services. Talent Management Services includes Performance, Recruitment and Compensation Management products -and services. If Talent Management Services are purchased, the following additional provisions will apply. A. Hiring Practices. Client represents and warrants that it will use Talent Management Services for its own hiring and/or HR management purposes only. Client acknowledges and agrees that ADP will not be deemed to be involved in any hiring decisions or evaluation of candidates in connection with the recruitment services, or with any compensation decisions in connection with the compensation management services. B. Customized Content. Client understands and agrees that to the extent it chooses to customize any content or documents made available to job candidates through Talent Management Services, including but not limited to job descriptions, online application instructions and questions, Client is responsible for the content of any such customization Client acknowledges that any content provided by the Talent Management Services may not be suitable for all situations or in all locations. Client should review applicable laws in the jurisdictions in which Client operates and should consult with its own legal counsel prior to utilizing the services, C. Sensitive Data. If Client implements the Talent Management Services to collect any sensitive data elements (or spacial categories of data), Client shall comply with any additional requirements for the processing of these data elements, and it shall be responsible for respecting all individual rights of access, correction or deletion and for responding to any individual or regulatory inquiries. ADP Proprietary and ConUcinial ADP Major Account Services Version 3 (07012016) D-1 W'3' � Workforcemow ANNEX E Essential ACA L Description. ADP will provide the Essential ACA solution specified in the Sales Omer (and any applicable service specification) (collectively, the "Essential ACA") to Client in accordance with the tents of this Agreement. Essential ACA is a technology and software solution to assist Client in managing compliance needs related to the Affordable Care Act (ACA), including eligibility calculations and affordability determinations, preparation and electronic tiling of Fomes 1094-C and 1095-C forms, access to evidence of benefit offering information and benefit offering audit reports. Client must use ADP Workforce Now payroll, HR and benefits services in order to purchase and implement Essential ACA. Essential ACA will commence in calendar year 2017 for the 2017 filing period (and will not include any filings for the 2016 filing period). For the avoidance of doubt, all Forms filed by ADP with the IRS on belutlf of Client will be filed electronicaflv; any Forms sent to Client for its employees by ADP shall be sent in paper form, and, if Client has ADP's iPay functionality, ADP will also make Forms accessible to Client employees electronically. It will then be Client's responsibility to distribute the Forms directly to its employees. 2. Billing ror Services. If Client is purchasing Essential ACA Services and the pricing for such Services is not bundled with Client's pricing for payroll processing services, billing for such Services will begin on the earlier of (i) the date that the services are available for use by Client in a production environment OR (ii) ninety (90) days from the Effective Date. If the Services Client is purchasing pursuant to this Annex E are bundled with payroll processing services, then billing for such Services shall commence in accordance with the terms of Section 2 of Annex B. 3. Delivery of Client Content. Client shall promptly deliver to ADP the Client Content as required by ADP in an electronic file format specified by and accessible to ADP and will include any materials relating to Client and necessary for incorporation in the Essential ACA solution, including, but not limited to, any Hunan Resources, Payroll, Time and Labor, Benefits, Form I-9, and/or financial data 4. Client ACA Liaison. Prior to the commencement of ADP's provision of the Essential ACA solution, Client shall designate in writing to ADP the name of one person who shalt serve as ADP's principal designated contact for the Essential ACA solution (the "Client ACA Liaison"). Client hereby represents and warrants to ADP that the Client ACA Liaison has, and shall at all times have, the requisite authority to transmit information, directions and instructions on behalf of Client- The Client ACA Liaison also shall be deemed to have authority to issue, execute, grant, or provide any approvals (other than amendments to this Agreement), requests, notices, or other communications required or permitted under this Agreerneat or requested by ADP in connection with the Essential ACA solution. Client shall designate an alternate Chem ACA Liaison in the event the principal Client ACA Liaison is not available. S. Client instructions In the event ADP shall have any questions relating to a particular set of facts or -Client directions, then ADP shall request clarification from the Client ACA Liaison. The Client ACA Liaison shall have the responsibility to obtain answers to any such questions or objections and ADP shall be entitled to rely upon such answers and to follow any directions communicated by the Client ACA Liaison. Client authorizes ADP to release employee -related data to third party vendors of Client as are designated by Client from time to time. ADP shall be under no duty to question the measures taken or directions provided by Client purad. to any section of this Annex E. 6. Disclaimer. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN OR IN THIN SCOPE OF SERVICES, CLIENT EXPRESSLY ACKNOWLEDGES THAT ADP IS NOT THE "ADMINISTRATOR" OR "PLAN ADMINISTRATOR" AS DEFINED IN SECTION 3(16)(A) OF ERISA AND SECTION 414(8) OF THE INTERNAL REVENUE CODE, RESPECTIVELY, NOR IS ADP A "FIDUCIARY" WITHIN THE MEANING OF ERISA SECTION 3(21). ADP SHALL NOT EXERCISE ANY DISCRETIONARY AUTHORITY OR DISCRETIONARY CONTROL RESPECTING MANAGEMENT OF ANY BENEFIT PLANS SPONSORED OR OFFERED BY CLIENT. ADP HAS NO DISCRETIONARY AUTHORITY OR DISCRETIONARY RESPONSIBILITY IN THE ADMINISTRATION OF THE CLIENT'S BENEFIT PLAN(S} 7. Implementation Services. ADP will assist Client in implementing the Essential ACA solution for the benefit of and in conjunction with Client in accordance with the provisions of Sections 7 and 8 below. ADP will use commercially reasonable efforts to complete the implementation services in a timely manner. & Conversion of Data; Required Timeline Client shall provide to ADP, such applicable Client files, databases and other information (the "Client Files") as is necessary to permit the Essential ACA solution to be performed. Client must provide the Client Files to ADP try November V of the year preceding the year in which the preparation and electronic filing of the Fonts will be provided For purposes of clarification and example, in order for ADP to perform Ore preparation and electronic filing of the Forms in January of the current filing year, Client must provide the Client Files in accordance with the terms and conditions of this Amex, and such Client Files must be accepted and converted by ADP by December 9 of the previous year. Client assumes the responsibility for the Client Files to be transmitted to ADP, including, bur not limited to, their condition, content, format, usability incorrectness. Client shallperform all Client Files refinement, purification and reformatting in order for the Essential ACA solution to be performed by ADP. With Client's pre -approval, ADP shall be compensated on a time and expense basis at ADP's standard rates in effect at such time in the event ADP is required to perform any such refinement, purification or reformatting. Client will cooperate with ADP and provide ADP with all necessary information and assistance required in order for ADP to successfully convert the Client Files. Client understands and agrees that if Client fails to provide the Client Files in order for such Client Files to be accepted and successfully converted by November I a in any given year, ADP will not provide the preparation and electronic filing of the Forms for that year and Client will not be eligible for credit of any fees paid for the Essential ACA solution for that year. Client is responsible for the accuracy of all Client Files and will review for accuracy the preview of the Forms prior to filing. In the event that a Form 1094-C or 1095-C nods to be refiled due to an inaccuracy in the Client Files, Client will be billed for such refiling. The obligations described in this Section 7 shall apply to ongoing provision of Client Files to ADP by Client - 9. Project Lead. Client will designate a project lead for One implementation of the Essential ACA solution and will promptly notify ADP of the name, telephone number and email address of such person. The Client project lead wig be deemed to have authority to issue, ADP Proprietary and Confidential ADP Major Acoourn &cider Ymsim 3 (07012016) E-1 execute, grant, or provide any approvals, requests, notices, or other communications required under this Amex E or requested by the other party in connection with the implementation of the Essential ACA solution. The project lead will bring appropriate personnellskillsets to the project as needed. 10. Licensed Entity. Notwithstanding the use in this Annex E of the word "ADP", in the event that ADP detennines that all or a portion of the Essential ACA solution may be subject to licensing or other regulatory requirements, such services shall be performed solely by such wholly owned subsidiary of Automatic Data Processing, Inc. as shall be designated by ADP or such licensed third party as determined by ADP. ADP Pmprielery and Confidmiial ADP Major Account Services Version 3 (07012016) E_2 ANNEX X ACA PROFESSIONAL SERVICES ADP shall provide to Client certain professional services for the conversion and import of historical hours data as indicated on the Sales Order (the "ACA Professional Services"). As a condition to receiving the ACA Professional Services, Client will be subject to the additional terms and conditions of this Annex X. 1. ADP Resources. ADP shall select resources including subcontractors that, in ADP's reasonable business judgment, are qualified to perform the ACA Professional Services, and in the case of subcontractors have entered into an appropriate written agreement with ADP (each an "ADP Resource"). Notwithstanding any subcontracting, ADP will remain solely responsible for all ACA Professional Services and will be liable for any subcontractors' failure to perform or abide by the provisions of this Agreement Tbe ADP Resources are and shall be, notwithstanding anything to the contrary contained herein, ADP's employees or contractors, and shall not for any purpose be considered Chenfs employees. ADP or its subcontractor shall be solely responsible for the payment of the salaries of such ADP resources and all matters relating thereto (including the withholding and/or payment of all federal, state and local income and other paymll taxes), worker's compensation, disability benefits, medical and other insurance-relatni benefits and all such additional legal requirements applicable to employees of ADP or such subcontractor. 2 Fees and Expenses. Client shall pay ADP for the ACA Professional Services at the rates specified in the Sales Order. In addition to the charges set forth in the Sales Order, Client shall reimburse ADP for all reasonable expenses incurred by ADP Resources in connection with providing the ACA Professional Services under this Agreement. Upon request, ADP will provide Client with itemized invoices with respect to such expenses. The parties understand and agree that changes in project scope and/or unforeseen internal/external issues such as delays beyond ADP's control may impact completion date and project cost Pees for ACA Professional Services as set forth on the Sales Order shall not change, but any changes or additions to the ACA Professional Services set forth on the Sates Order shall be subject to price changes in the normal course of business, at ADP's discretion. 3. Billing ADP shall invoice Client for all ACA Professional Services fees upon the completion of the ACA Professional Services, unless such ACA Professional Services will be provided over a time period which exceeds thirty (30) days, in which case ADP reserves the tight to invoice Client on a monthly basis for such Services tendered. ADP shall invoice Client in the same manner for any associated expenses incurred by ADP Resources. Payment is due thirty (30) days from the invoice date. 4 Ownership Rights If the ACA Professional Services include the use of any ADP or ADP subcontractor intellectual property and/or development of any intellectual property for Client, including without limitation any customization of ADP intellectual property, Client agrees to assign, and hereby assigns to ADP, or if applicable to ADP subcontractor at ADP's direction, the entire right, title and interest for the entire world in and to all data, programs, specifications, documentation and other information including, without limitation, any and all patent, copyright, trade secret or other proprietary rights relating thereto (the "Proprietary Infomation"I made, prepared or created by ADP Resource in'conmection with the performance of One ACA Professional Services hereunder. The Proprietary Information will become ADPs sole and absolute property, and Client shall have no rights thereto. Client agrees to sign, execute and acknowledge or cause to be signed, executed and acknowledged any and all documents and to perform such acts as may be necessary, usefiil or convenient for the purpose of ADP securing patent, copyright, trade secret or other proprietary protection throughout the world relating to the Proprietary Information. 5. Limitations of Liability. The provisions of this paragraph supplement the )imitation of liability provisions contained in Section 6 of Annex A and shall govern with respect to the ACA Professional Services. ADP shall promptly take reasonable steps to correct any material enors or omissions caused by an ADP ACA Resource in the course of providing the ACA Professional Services, provided that Client promptly advises ADP of such errors or omissions in the ACA Professional Services. Client will be exclusively responsible for the consequences of Client's failure to review all reports, documents and other output produced by an ADP Resource in connection with the ACA Professional Services. Notwithstanding anything to the contrary herein, in no event will ADP, an ADP subcontractor or Client be liable to the other or to any third party for any special, indirect, incidental, punitive, consequential or other such damages (including, without limitation, lost profits, damages for business interruption or loss of information) which either party or any third party may incur on account of entering into or relying on this Agreement or with respect to the ACA Professional Services provided hereunder, even if such party has been advised of the possibility of such damages, and ADP's sole liability to Client hereunder for monetary damages shall not exceed the aggregate amount of fees paid to ADP hereunder for the ACA Professional Services. 6. Completion of ACA Professional Services Upon completion of the ACA Professional Services, Client will immediately notify ADP if the ACA Professional Services and deliverables outlined in the Sales Order have not been satisfactorily delivered. The ACA Professional Services will be deemed accepted by Client if an response has been received within 5 days of the date of completion of the ACA Professional Services. 7. Additional Termination Provisions The provisions of this paragraph supplement the termination provisions contained in Section 8 of Annex A and shall govem with respect to the ACA Professional Services. The terms of this Annex X will be in effect from the Effective Date ("Effective Date") until terminated by either party in accordance with this section. Either party can terminate ACA Professional Services at any time for any reason by providing at least ten (10) days' advance ADP Proprietary and Conridonnal ADP Major Account 5-rvices Version 3 (07012016) X-1 written notification to the other party. Upon termination of this Annex by either party for any reason, all fees and expenses for the ACA Professional Services incurred by Client prior to the termination date shall become immediately due and payable. ADP Propriet and Confidential ADP Major Account Services Version 3 (0701 2016) 3-2 In a"hargn aderabon d each BANK's mmpliaree wilt, her, authyyonzaenn. CLIENT agra that eudh BANK'a trmlmeat d an 8y M1arge, vitl ara:h SANK rghin wM rery>M rhereia, shaft Dc the wme as d the vedlt to applicable OA ACCOUNT when noce�aryCLIENT. and !ai ADPa Wed=ehon for any refund or creditmounld due CLIENT ehallfie under no luhtNywhatmewr. In atltlitron.CLIENT autt�.crCec POPlo CLIENT h*..ak d,. ..it sprees that to ADP Payroll Semces IIn. CADPPS1 1 a liansod marry tansmilter, . rcsFi n tV. far p.di, the mune, Ininsm� d c e a ,.o hereune., ana had, b Ihis Agneemerd add (a) ADP:Pi I 's Mixosn of aer orwmfer shall he Jeemed axis bete of Ihia Agreement o, PDP and ADPPSI. eMhAid S. N he edant apPM1lable, ,anlmns mfarmaiion related to nw to file a c Plaed in mnne,tort in Ire money hansrnsei ed sepias In the or of any mnfi Wyeen The trema and mnddians of mm Agreement an the barren dM mnd*... 0 any, alter agreement, In. Agneemant shall cater CLIENT acMavie lgea anal agrees Int roMiNwrhd'mnVV anylfdng to the anhrefund ary. CLIENT'S root b ref under any State law shell fust bA .Pbieclm any offset fix fords due to ADP "h rasped to any previous be.m area. cnorphited Client'. bet Oy ADP. and W t W to the term. and mndrliona of Na Agreement and any oNer agreement "Ween CLIENT and ADP. The authmlratwn shaft reneen in anted unleso and un d revoked In wheng by an ih,ftl.ad mprexNetiw aCLIENT and until Be eppiiab, BANK(-.) and ADP have each reamed wah nohce and hese. haft reaeoneble time to ad upon such netted. CLIENT Signature. CLIENT Representative Name & Title: Joseph Griffin City Manager City of Sebastian (Must be an authorized signatory on the accounts listed above) FOR REGION USE ONLY I ADP 00 NOT DEBIT ACCOUNT CUENT CHECK (this LanY, aamunt beowwill ba ported on your canpany checks): BANK Transit/ABA # BANK Account DDA # Bank Name Starting Check Number: BANK Address Date: 04-26-2017 Sales Order Quote Number 02-2017-2226549 3 Company Information City of Sebastian 1225 Main St Sebastian, FL 32958 United States Workforce Now Included Services Essential Plus Payroll • Tax Filing Service • Payment Services • Reports Library and Custom Report Writer • Wage Garnishment Processing • Group Term Life Auto Calculation • One Delivery Location Workforce Now HR & Benefits • ADP Portal with Customized Content • Policy Acknowledgement • Organization Charting • Employee Development Tracking • Compliance Reporting • Custom Fields • Global HR System of Record: - Multiple Language & Currencies - Country Specific Workflows & Processes - Country Specific Custom Fields & Formatting Essential ACA • Annual 1094c/1095c Filing Workforce Now Performance • Custom Performance Review Templates • 360 Degree Peer Review Workforce Now Recruitment • Requisition Process & Reporting • Post Directly to Job Boards & Social Sites Media Workforce Now Document Cloud • Secure Cloud Based Document Storage • Search & Auditing Functionality Essential Time • Time Collection • PTO Management & Reporting • Request & Approval Workflows • Paid Time Off Accruals Implementation Details • ACA Implementation includes: Extraction, conversion and import into Workforce Now on A T'N! n:amM r�Mur(e Executive Contact Randy Moyer Procurement Manager nnoveracitvofsebastian. ora (772) 388-8231 • Employee and Manager Self Service • Access to Mobile Apps • Employee Discount Program • New Hire Reporting • General Ledger Solution • Online Reports and Pay Statements • Paid Time Off (PTO) Accruals Engine • Multiple Benefit Plan Types • Flexible Rate Structures • Notifications & Approvals • Dependent & Beneficiary Tracking • Employee Open Enrollment • ACA Measurement Dashboard • Invoice Auditing • Evidence of Benefit Offering Screens & Reporting • Employee Goal Management Manager Dashboard • Metrics behind Cost & Time to Hire • Digital Employee Record • Roles Based Security • Rule Based Calculations • Scheduling • Mobile Access IMPLEMENTATION METHODOLOGY IMPLEMENTATION TIMELINE START UP ACTIVITIES Gather Policies Cotlect Company -Level Information LIdentify Security Administrator u ANALYSIS ❑ Payroll & Time Interview/Analysis Data Conversion Planning J General Ledger and PTO Analysis CONFIGURATION HATA CONVERSION ❑ Payroll Configuration F3 Reporting i f Data Extraction & Conversion \5 VALIDATION Z (EARNING �1 Solution Training u Employee Data and Balances L Process Preview Payroll '• LIVE PROCESSING & SUPPORT 0 Process Live Payroll rl Review Payroll Register and Statistical Summary LJ Confirm Client Satisfaction V POST -LIVE PROCESSING General Ledger Human Resources Time & Attendance Your Project Manager will design a customized project schedule based on your organization's unique needs with consideration for your desired timeline and your resource availability. ADP's people, process, and technology are designed to deliver a timely and quality conversion. People • An ADP Project Manager is accountable for your implementation so that you can effectively participate while managing your day-to-day business. • Your Project Manager will have extended team support in areas including tax & banking, time & attendance, and general ledger. Process ADP's implementation methodology is engineered to help you start processing live payroll quickly and accurately. Your ADP implementation team will continue to partner with you beyond live processing to confirm that you are completely satisfied. Technology ADP's implementation methodology includes an automated, guided interview to capture relevant configuration information. Your current employee data can be collected and converted easily, typically In four business days or less, utilizing automation to help ensure a timely and accurate data conversion TRAINING EXCELLENCE ADP's training curriculum wtll help you to maximize use of yourADP solution. Your team will Conduct initial training using your own database Offer flexible training options based on your users' needs Introduction to Dedicated Optimize your time in the classroom with a targeted curriculum utilizing a Service Team 'team as you need it' approach