Res No 007-15-14346and
RESOLUTION NO:007-15-14346
A Resolution authorizing the City Manager to negotiate a multi-year
agreement with ADP,to provide payroll services,human resources and time &
attendance integrated software solution.
WHEREAS,the Cityhas evaluated the cost associated with employee payroll processing;
WHEREAS,in accordance with competitive price procedures,three (3)companies have
provided proposals,Paylocity,ADP and Paychex;and
WHEREAS,ADP has provided the lowest,most cost effective product of all the vendors;
and
WHEREAS,City staff,has evaluated the current payroll and time &attendance process
and provided recommendations to reduce costs and increase efficiency by providing a single
database for payroll,human resources and time &attendance services;and
WHEREAS,the City,has determined an annual estimated budgeted cost savings of
$3,750 canbe realized and process improvements canbe attained by entering intoan
agreement with ADP,for all payroll related services with the same carrier;and
NOW THEREFORE BE IT RESOLVED BY THE MAYOR AND CITY COMMISSION OF THE
CITYOF SOUTH MIAMI,FLORIDA;
Section 1.The City Manager is authorized to negotiate afive(5)year agreement
withADP,LLC for an estimated annual cost of $23,504 and one time implementation cost of
$1,495 tobe charged 001-1330-513-3450,Human Resources Contractual Services.Acopyof the
agreement is attached.
Section 2,Severability.If any section,clause,sentence,or phrase of this resolution is
for any reason heldinvalid or unconstitutional bya court of competent jurisdiction,this holding
shall not affect the validity of the remaining portions of this resolution.
Section 3.Effective Date:This resolution shall take effect immediately upon adoption.
PASSED AND ADOPTED this6tih day ofJanuary ,2015.
AUEST:APPROVED:
ptjftfUdg
MAYOR
COMMISSION VOTE:5-0
Mayor Stoddard:Yea
Vice Mayor Harris:Yea
Commissioner Liebman:Yea
Commissioner Welsh:Yea
Commissioner Edmond:Yea
South^Miami
THE CITY OF PLEASANT LIVING
CITY OF SOUTH MIAMI
OFFICE OF THE CITY MANAGER
INTER-OFFICE MEMORANDUM
To:
From:
Via:
Date:
Subject:
The Honorable Mayor &Members of the City Commission
Steven Alexander,City Manager
LaTasha M.Nickle,Human Resources Director
January 6,2015 Agenda Item No.:.1
Background:
A Resolution authorizing the City Manager to negotiate an agreement
withADP,to provide payroll services,human resources and time &
attendance integrated software solution.
City staffhasevaluated the current payrolland time &attendance
process and provided recommendations to reduce costs,increase
efficiencyand reduce thelimitations of different systems.Citystaffhas
determined an estimated budgeted cost savings of $3,750,through
process improvements attainedbyprovidingasingledatabaseforpayroll,
human resources and time &attendance canbeattained through the
recommended bidder,ADP.
In accordance with competitive price procedures,three (3)companies
provided proposals,Paylocity,ADP andPaychex.
Vendor Amounts
ADP,LLC $24,999.00
Paylocity,Corp $33,145.10
Paychex,Inc $33,227.94
City staff believes ADPprovides the greatest product for the proposed
prices.ADPisproposingpayroll administration,taxpayservices,wage
garnishment processing,employee online services aswellas benefits
administrationand ACA compliancereporting.
Furthermore,ADPisalsoincludingin the proposed amount,additional
products including:Workforce Now,and Essential Time.These
applications willbein one database,eliminating the limitations of having
two systems.Acentral administrative databasealso eliminates the
inefficienciesandinaccuracies of managingdatainmultipleplaces
throughout the organization.
SoutmMiami
THE CITY OF PLEASANT LIVING
account:
expense:
Attachments:
CITY OF SOUTH MIAMI
OFFICE OF THE CITY MANAGER
INTER-OFFICE MEMORANDUM
ADPalsoprovidesyearsof experience withseveralmunicipalitiesandis
wellversedinpublicpayrollprocessingaswellasreporting.
001-1330-513-3450,Human Resources Contractual Services with a
current balance of $21,698.
Estimated annual cost of$25,000.The estimated expenditure for fiscal
year 2015 is $17,862.
Resolutionforapproval
ADP Workforce Now,Major Accounts Agreement
ADP Investment Summary
ADP Sales Order
Company Proposals
CityofSouthMiami
6130 Sunset Drive
South Miami FL 33143
Proposal
PRICING
Proposal date 12/19/2014
Validuntil 02/17/2015
Pay frequency 26
Employees 170
Gemma Boza
Human Resource Generalist
gboza@southmiamifl.gov
305 668 2516
Notations:
Totals displayed do not include sales tax where applicable.
Prices are subject to change with advance notice;promotions are excluded from change.
Juan Rodriguez
Sales Consultant
j rod riguez3 <5>paychex.com
305 490 4346
Please initial to indicate your understanding and agreement with this proposal:_
One-Source Solutions Package II
Includes:
Payroll Processing
Taxpay Service
SUI Support
New Hire Reporting
Benefit Accrual
Report Writer/Report Library
General Ledger
Preview Hosting
Direct Deposit
Check Insertion
CheckSigning
Readychex/Reconciliation
Garnishment Payments
Human Resources Online
Per pay period total
184.00 170 4.06 $874.20 30%611.94
874.20 611.94
|MONTHLY CHARGES Minimum Base Units Rate/Unit Total Discount Net Total |
ESRAnalysis&Monitoring Service $
Monthly total
40.00 170 $0.25 $
$
82.50
82.50
$
$
82.50
82.50
|ANNUAL CHARGES Minimum Base Units Rate/Unit Total Discount NetTotal|
Quarter/Year EndReportDelivery
W-2Delivery
Forms W-2 or 1099
ONE-TIME CHARGES
Implementation
Human Resources Online
ESRAnalysis &Monitoring Service
Annual total
Minimum
One-time total
Annualized charge
60.00
Base
4 $10.00 $40.00 $40.00
1 $10.00 $10.00 $10.00
170 $5.75 $1,037.50 $1,037.50
Units
1,087.50
Rate/Unit Total Discount
$500.00 $500.00
$500.00
$24,806.70
20%
1,087.50
Net Total
$400.00
$400.00
$17,987.94
PAYCHEX
Blueforce
Data Collection Method
Blueforce'"Mobile
WalTer™T6
WalTer™Connectivity Costs
WalTer™LAN/WiFi Connectivity
(included)
WalTer Wireless Connectivity
($60/month forCanadianwireless)
Total Estimated Monthly Fees
One-Time Costs
Implementation Fees *
WalTer™,Set-Up,Activation &
Domestic Shipping
Total One-Time Costs
(including hardware purchases)
#of
Committed
Employees
US
liftiiliil
Estimated #
of Punches /
Users
%MRffi
#of Devices
Quantity
mmmmm®
EXHIBIT A:PURCHASE /WORK ORDER FORM
Price
fISllIf
9mmif«fc
Price
Price
Price
$0.00
$30.00
$150.00
I employee
I month per
employee
(PLEASE SELECT ONE)
/month per device
Minimum
Monthly Fee
$510.00
Estimated
Monthly Fee
$255.00
Total
$280.00
Total
$0.00
$0.00
$1,045.00
mmmM
$2,300.00
Billing Terms /Other Notes
*Withinthefirst60daysaftertheEffectiveDate,feesarebillablebased
onactual usage;60 days aftertheEffectiveDate,feesarebillable based
onthe greater of:1)minimummonthlyfee (based on#ofcommitted
employees);or2)actual usage.Allfeesarebillablemonthlyandin
arrears.Partial months willbe pro-rated.
*Billablemonthlyin arrears based on actual usage
Purchaseor Third-Party Lease fPLEASE CIRCLE ONE)
Billablemonthlyin advance
Billable upon contract signing
Billableupon shipment
Boza,Gemma 1.
From:Nolan,Susan (ES)[susan.nolan@adp.com]
Sent:December 19,2014 3:10 PM
To:Boza,Gemma I.
Subject:RE:Payroll Quote
Attachments:SouthMiamiNewDate.pdf
That was easy!
From:Boza,Gemma I.rmailto:GBoza@southmiamifl.qov1
Sent:Friday,December 19,2014 3:09 PM
To:Nolan,Susan(ES)
Subject:Payroll Quote
Hi,
Couldyou please provide me with a quote for payroll,hr and time &attendance with a base of 170 employees.
Thank you,
Gemma I Boza
Human Resources Generalist
City of South Miami
6130 Sunset Drive
Miami,FL 33143
Ph:305-668-2516
Fx:305-668-3877
Thismessageandany attachments areintendedonlyfortheuse of theaddresseeandmaycontaininformation
thatisprivilegedand confidential.If thereader of themessageisnottheintendedrecipientoranauthorized
representative of the intended recipient,youareherebynotifiedthatany dissemination of thiscommunicationis
strictlyprohibited.If youhavereceivedthiscommunicationin error,notifythesenderimmediatelybyreturn
emailanddeletethemessageandanyattachmentsfromyoursystem.
City of South Miami
6130 Sunset Drive
Miami,FL 33143
United States
Executive Contact
Alfredo Riverol
CFO
ariverol@southmiamifl.gov
305-100-1000
Investment Summary
Today's Date:12/19/2014
Quote Number:2014-415265.6
ADP Sales Associate
Susan Nolan
susan.nolan@adp.com
(954)717-6993
Control #1:Quote based onan estimated 170 pays,paid Bi-Weekly
Payroll:$135.00 Base Fee plus $2.00 per employee per processing
HR:$8.00 per employee per month
TIME:$5.00 per employee per month;$250.00 Minimum Monthly Fee applies
Clock:$125.00per clock-4500 Timeclock Subscription
Clock:$20.00 per clock-4500 Quick Punch Subscription
W2/1099s:$6.55 per W2/1099
Annual Total Investment:
Discount:
Annual Investment:
One Time Implementation Cost:
Discount:
Implementation Cost:
Expiration Date:
$45,894.50
$22,390.50
$23,504.00
$16,400.00
$14,905.00
$1,495.00
1/16/2015
SALES ORDER
City of South Miami
6130 Sunset Drive
Miami,FL 33143
United States
Executive Contact
Alfredo Riverol
CFO
ariverol@southmiamifl.gov
305-100-1000
Number of EmployeesforPayroll processing :170 oncontrol:CityofSouthMiami
Today'sDate:12/19/2014
Quote Number:2014-415265.6
Control Start Date:1/9/2015
ADP Sales Associate
Susan Nolan
susan.nolan@adp.com
(954)717-6993
Processing Fees Count Min Base Rate Bi-Weekly Fee Annual Totals
WorkforceNowEssential Payroll*-50.0%170 $135.00 $2.00 $475.00 $12,350.00
Essential Payroll
Tax Filing Service Employee and Manager Self Service
Payment Service AccesstoMobileApps
ReportsLibraryandCustomReportWriter Employee Discount Program
WageGarnishment Processing NewHire Reporting
PaidTime Off Tracking Group Term LifeAuto Calculation
One Delivery Location Online Reports and Pay Statements
InfolinkGLI*-50.0%170 $0.55 $93.50 $2,431.00
*Discount <$284.25><$7,390.50>
pSSiib Total'r."'••;;•\;;?\V:'\\;;^;-y-•>.$284.25 :/$7,390;50:
Monthly Fees Count Min Base Rate Monthly Fee Annual Totals
Workforce Now HR Solutions *-50.0%170 $8.00 $1,360.00 $16,320.00
Enhanced HR
Compliance Reporting HR Compliance Library
Policy Acknowledgement Global HR System of Record:
Employee Development Tracking -MultipleLanguage&Currencies
Custom Fields -Country Specific Workflows &Processes
Organization Charting -Country Specific Custom Fields &Formatting
Employeeand Manager Self Service ADP Portal with Customized Content
Paid Time Off Accruals AccesstoMobileApps
Enhanced Benefits
MultipleBenefitPlanTypes ACAComplianceReporting
Flexible Rate Structures Dependent&Beneficiary Tracking
Cobra Event Triggers Employee Open Enrollment
Notifications&Approvals InvoiceAuditing
Benefit Plan Creation
Workforce Now Essential Time and Attendance *-170 $250.00 $5.00 $850.00 $10,200.00
50.0%
Essential Time
Time Collection Rule Based Calculations
PTOManagement&Reporting Scheduling
Request&ApprovalWorkflows Mobile Access
ADP Portal with Customized Content Paid Time Off Accruals
4500 Timeclock Subscription*-50.0%2 $125.00 $250.00 $3,000.00
4500QuickPunchSubscription*-50.0%2 $20.00 $40.00 $480.00
BillingforEssential Time,Benefits,Recruitment,Performance and Compensation Management willbeginontheearlierof(i)thedate
that ADP Product or Service is available foruseby the clientina production environment OR (ii)ninety (90)daysfromthe effective date
of this agreement
♦Discount <$1,250.00><$15,000.00>
Sub Total $1,250.00 $15,000.00
Invoice Details Unit Fees
AdditionalJurisdiction (if applicable)2+$8.95permonth
Carrier Connection Annual Maintenance Fee:1Feed-$250peryear;2Feeds-$500 per year;Over 2Feeds -$750peryear
Annual Fees
Year-end W2s
Sub Total
Implementation Fees
ImplementationforWorkforceNow HR Solutions
Implementation for Workforce Now Essential Time and Attendance
Implementation for Workforce Now Essential Payroll
ImplementationforInfolink GLI
Standard Health &Welfare Carrier Feed included atno charge:1
Additional Standard Connections
Sub Total
Summary
Annual Total of Per Processing Fees
Total Annual Fees (Total of all annual fees)
Annual Total of Monthly Fees
Total One-Time Fees (Total of all one-time fees)
Count
170
Start Date Type Start Date Goal
Payroll 1/9/2015 5 weeks
HR 1/9/2015 10 weeks
Time 1/9/2015 6 weeks
Contact Type Contact Phone
HR Alfredo Riverol 305-100-1000
Payroll Alfredo Riverol 305-100-1000
Time Alfredo Riverol 305-100-1000
Executive Alfredo Riverol 305-100-1000
Client Security Master Alfredo Riverol 305-100-1000
Primary Alfredo Riverol 305-100-1000
Control Summary
Control Name Company Code Pays
Control 1 City of South Miami 170
Clientagreestodirectdebit of feesforservice:Yes
Expiration Date:1/16/2015
Min Base
Coum
Rate Annual Totals
$6.55 $1,113.50
$1,113.50
it One Time Fee
$0.00
$0.00
$0.00
$0.00
$1,495.00
$1,495;00
$7,390.50
$1,113.50
$15,000.00
$1,495.00
THEADPSER VICESLISTED ON THISSALES ORDER AREPROVIDEDATTHE PRICES SETFORTH ON THEABO VE PAGESAND INACCORDANCE WITHADP'S
STANDARD TERMS AND CONDITIONS OF SERVICE ATTACHED TO THIS SALES ORDER.BY SIGNING BELOW YOU ARE ACKNOWLEDGING RECEIPT OF
AND AGREEMENT TO SUCH TERMSAND CONDITIONS AND TO THEUSTED PRICES.
ADP,LLC Client:
By:By:
Name:Name:
Title:Title:
Date:Date:
Boza,Gemma I.
From:Patty Fuenzalida [PFuenzalida@paylocity.com]
Sent:December 19,2014 6:00 PM
To:Boza,Gemma I.
Subject:RE:Payroll Quote
Attachments:Paylocity Proposal 2015.pdf
Hi Gemma
Myapologiesfor the delay.I just made itbacktomy computer.Pleaseletmeknowifyouneedanythingelse
Patty
From:Boza,Gemma I.[mailto:GBoza@southmiamifl.gov1
Sent:Friday,December 19,2014 3:11 PM
To:Patty Fuenzalida
Subject:Payroll Quote
Hi,
Couldyou please provide mewitha quote forpayroll,hrand time &attendance witha base of170 employees.
Thank you,
Gemma I Boza
Human Resources Generalist
City of South Miami
6130 Sunset Drive
Miami,FL 33143
Ph:305-668-2516
Fx:305-668-3877
Prepared Exclusivelyfor:
Cityof South Miami
6130 Sunset Drive
Miami,FL
(305)663-6343
paylocity.
Patty Fuenzalida
Miami,FL
(305)397-9157
pfuenzalida@paylocity.com
ivviiy v<uuic iui jcivivc December 19,2014
This quote validfor30days
^6$MfiSMpi^>->»?.;.\^•:-1\..:-.:',•'*.'~.i*"s \'.o *'\-''iS^X ^"'>-^V
Number of Employees 170
Number of Annual Payroll Processings 26
Advanced HR Employees 170
Time Keeping Employees 170
d^fjnpiej-^s^;/;-:'::\.^-:"-.?:-..v Aty..\-:>>Cost Per*-^V/-i^';:v*A-"^-6£$^^;^P^%i:
Payroll Implementation $1,135.60
Time Off Accruals $200.00 $200.00
Retirement File Transfer $350.00 $350.00
General Ledger-Expert $1,500.00 $1,500.00
Advanced HR Bundle $350.00 $350.00
Web Time -Time and Labor 170 $12.00 $2,040.00
Total a^issSsa^
BeepJiyjrpJtFies 4 /.Qty *Cost Per,r st .Ex^Cqst/
Payroll Bundle -Bi-Weekly Processing 170$2.00 Base$5700 $397 00
Payroll Processing Included
PaylocityChecks w/SigningandSealing Included
Direct Deposit Included
NewHire Reporting Included
Comprehensive Training Included
Report Writer (AdHoc Reporting)Included
Comprehensive Report Library Included
Time Off Accruals Included
Remote Print Back included
Online Quarterly Reports and W2 Access Included
TaxFiling(Fedplus 1st State)Included
General Ledger-Expert $15.00 $15.00
Direct Agency Payments $2.50
Electronic Child Support Payments $1.50
Retirement File Transfer $10.00 S 10.00
Delivery Method -UPS $15.00 $15.00
Total w SBM&Mk
Corporate Offices:3850NWilkeRd.ArlingtonHeights,IL 60004
ph:866-304-3800 fax:847-463-3210www.paylocity.com
JSiflB^S^Ja^Rl^^^^^i^^:r^^"-:^-^-V/^^^v?r---s \r%'"&\Qty j /V/pOStPet;.*''"''"•:•?>0-^'^f^j&st^-'
Advanced HR Bundle 170 $3.00 $510.00
SelfServicefor Employees andManagers Included
Intranet Portal w/Online Check View Included
COBRA,FMLA,Notifications,PTO,Events,History,etc.Included
Web Time -Time and Labor 170 $3.25 $552.50
HP 2000 Ethernet 2 $105.00 $210.00
Total ilUHiiTiii
;Tvr:Qty\*^;cpstPer/"'/-.,s\$\:?y^f$8i mmm
Year-End W2/1099
Quarterly Tax Return -Internet Delivery
170 $5.25 Base$45.00 $937.50
Included
Total i^^^iisi
Tm&m$mm*tv*"-«.-"j^,-'*i v ~cV"^>*.f^H^ii^
Total One-Time Fees
Year-End Fees
Total Yearly Fees (Annualized)
Payroll Fees
Monthly Fees
Total One-Time
Total Year-End
Total Per Year
^ISiilli
&dnHHB
illlilBl
$10,972.00
$15,270.00
*Annualized Feesdo not include PayrollDeliveryCharges
*AII pricingis guaranteed for one (1)yearfromfirstprocessing.
**Plussalestaxif applicable
THE PAYLOCITY SERVICES COVERED BY THIS AGREEMENT
ARE PROVIDED IN ACCORDANCE WITH THE TERMS
AND CONDITIONS OF THIS AGREEMENT
6 PgylfacityiAsspcjIle:'
Patty Fuenzalida
Miami,FL
(305)397-9157
^Date.,
12/19/2014
.Client Authorization v.
^Client Name (Print)
City of South Miami
6130 Sunset Drive
Miami,FL
Corporate Offices:3850 N WilkeRd.ArlingtonHeights,IL 60004
ph:866-304-3800 fax:847-463-3210 www.paylocity.com
Boza,Gemma I.
From:Rodriguez,Juan 0rodrig3@paychex.com]
Sent:December 19,2014 3:41 PM
To:Boza,Gemma I.
Subject:RE:Payroll Quote
Attachments:Cityof South Miami 12.19.pdf
Please see attached.Thanks
From:Boza,Gemma I.[mailto:GBoza@southmiamifl.gov]
Sent:Friday,December 19,2014 3:14 PM
To:Rodriguez,Juan
Subject:Payroll Quote
Hi,
Couldyou please provide me with a quote forpayroll,hrand time &attendance with a base of 170 employees.
Thank you,
Gemma I Boza
Human Resources Generalist
Cityof South Miami
6130 Sunset Drive
Miami,FL 33143
Ph:305-668-2516
Fx:305-668-3877
Theinformationcontainedinthismessagemaybeprivileged,confidentialandprotectedfromdisclosure.Ifthe
reader of thismessageisnotthe intended recipient,oranemployeeoragent responsible for delivering this
messagetotheintended recipient,youareherebynotifiedthatany dissemination,distribution orcopying of this
communication is strictly prohibited.If you havereceivedthis communication inerror,please notify your
representative immediately and delete this message fromyour computer.Thank you.
Workforce Now
MAJOR ACCOUNTS AGREEMENT
This Major Accounts Agreement ("Agreement".)dated iytoVKUS"(the "Effective Date"),is by and between
&*%*?flftrfln B*5™*a-r -^offices *
CCOenn and ADP,LLCivitiiits principal officeatOneADP Boulevard,Roseland,New Jersey 07068 ("ADF*)Tor the procurement of
Services (definedin Section 1A)fromADPin accordance withthisAgreementAll references herein to "Client"shallrefertoClientandits
affiliates receiving the Services andADP Products (defined in section IA)pursuant hereto.For purposes of this Agreement "affiliate"of
Client shall mean any Individual,corporation or partnership or any other entity or organization (a "person")that controls,is controlled byor
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 ofthe management and policies of such person,whether through ownership of voting securities orby
contract or otherwise.
1.GENERAL TERMS
A.Services.ADP shall provide payroll,tax filing,time and attendance,human resources ("HR"),self-service benefits administration,talent
and other data processing services,including related web hosting services (the •'Services"),equipment,computer programs,software (other
than pre-packaged third-party software),and documentation (the "ADP Products'1)all as further detailed in the description of services found
at \vww.f^t>duettecrmitmi^fDmccoflntA^o.a)>n (which may be modified from time to lime provided,however,that any such
modifications will not haveo material adverse impact on any ofthe Services Client is receiving)andin accordance with sales onJer(s)
between Client andADP (the "Sales Orders)").A mandatory credit checkwillbe performed prior tothe provision ofany Payment Services
(asdefined in Section 8.B).TheADP Products and Services are hosted inthe United Slates and are foruse In die United States only unless
otherwise permitted under this Agreement orADP otherwise consents in writing.Client acknowledges and agrees that ADPwillnotbe
deemed tobe providing legal,financial,benefits,ortax advice to Client asa result oftheADP Products andServices provided herein.
B.Accuracy ofClient Information,Reviewof Data.All Services provided hereunder will be based upon information provided toADPby
Client (including proof of federal,state,and local tax identification numbers).Upon receipt from ADP,whether electronically or otherwise,
Client will promptly review all disbursement records and other reports prepared by ADP for validity and accuracy according to Client's
records and Client agrees that it will promptly notify ADP of any discrepancies (in any case before distributing any paychecks or relying on
any such disbursement records or reports).Tohelp 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 Protection ofClient Files.ADP maintains appropriate security measures to protect the personal information of Client's employees and
payees consistent with applicable state and federal laws including the Massachusetts Standards for The Protection of Personal Information of
Residents of the Commonwealth (201 CMR 17.00).Additionally,ADPwillemploy commercially reasonable storage (inducing backup,
archive and redundant data storage,on-site and off-site)and reasonable precautions to prevent loss ofor alteration to Client's data files and/or
Client Content (defined in Section IH)in ADP's possession,but ADP does not undertake to guarantee against any such loss or alteration.
ADP is not,and will not be,Client's officio!record keeper.Accordingly,Client will,tothe extent it deems necessary,keep copies of all
source documents containing the information delivered to ADP (including printouts orelectronic copies ofClient Content input into anyADP
Internet Services (defined in Section IH)).
D.UseofADPProductsandServices.ADP Products andServices include confidential and proprietary information.Clientshallusethe
ADP Products and Services only for lis internal business purposes.Client shall not provide,directly or indirectly,anyoftheADPProducts or
Services orany portion thereof to any other party.Client shall notprovide service bureau or other data processing services thatmake useof
the ADP Products or Services orany part thereof without the express written consent of ADP.Client represents that it has verified the
identity of each ofits employees to whom itwill make payments using ADP Products or Services through appropriate documentation
provided by such employee (eg.,1-9 documentation).Client shall be responsible for ensuring that its employees,plan participants and any
otherpersons authorized byClientto access orusethe Services comply with oil the terms of this Agreement
E.Compliance with Laws.Client shall notuseor access the ADP Products and Services inanywaymat violates any applicable
international,federal,staleor local laws and/or regulations.Client acknowledges thattheADP Products and Services aredesigned toassist
Client incomplying with applicable U.S.laws and U.S.governmental regulations,but that Client,and not ADP,shall besolely responsible
for (i)compliance with all laws and governmental regulations affecting its business,and (ii)any useClient may make ofthe ADP Products
and/or Services (including any reports and worksheets produced in connection therewith)toassistitin complying withsuchlawsand
governmental regulations.Further,Gient is responsible for complying with all applicable data protection lows and represents thatit has
obtained anyemployee consents necessary (or otherwise have complied with applicable law)to transmit the information toADP.Clientwill
notrelysolelyonitsuse of the ADP Products and/or Services in complyingwithanylawsandgovernmental regulations (includingbutnot
limitedtoany applicable Office of Foreign Assets Control fOFAC)screening requirement).ADP wilt be responsible forcomplyingwith
all applicable lawsor governmental regulations affectingIts business generally.Each party will be responsible forcomplyingwithall
requirements of applicable law or regulation regarding security breaches and suspected security breaches involving personal information
stored onthe computer systems of suchpartyorits subcontractors.Payment Services aresubjecttothe operating rules of the National
Automated Clearing House Association ("NACHA").ADPand Clienteach agree tocomplywiththeNACHArules applicable toitwith
respect to Payment Services.
I F.License Rights,The right to use the ADP Products isgranted to Gient for the sole purpose ofutilizing the Services as provided herein,
'Any license or right to access the ADP Products shall automatically terminate)upon ADP ceasing to provide Client with related Services;
provided,however,thatClientshallbeentitledto retain anytime collection equipment thathasbeen purchased andpaidforin full byClient
Mtjer AccountsAtncmcni vl5
Ratted July 2Qt*
PifelofB
G»Online Access.Certain ADP Products or Services maybe accessed byClientandits authorized employees andplan participants through
the Internet atawebsite provided byADPoronbehalf of ADP,including thosehostedbyADPonbehalfof Client(a "Site").In addition,
Clientacknowledges that security of transmissions overthe Internet cannot be guaranteed.ADPisnot responsible for(i)Client's access to
the Internet,(li)interception or interruptions ofcommunications through the Internet,orftii)changes or losses ofdatathrough the Internet,in
eachcaseotherthantotheextentcausedsolelybyADP.In orderto protect Client'sdata,ADPmay suspend Client's,Client'semployees',or
plan participants'use of theADP Products or Services viathe Internet immediately,without prior notice,pendingan investigation,if any
breachofsecurityissuspected.
H.ClientContent "Client Content"shallmean(i)payroll,benefits,human resources and similar information provided byClientorits
employeesor plan participants,includingtransactional information,(ii)allClientinformation storedonADPcloudstorageservice,aswellas
(in)Client's trademarks,trade names,service marks,logos anddesigns provided by Client,(the"Authorized Marks");whichADPincludes,
either directly as part ofitssetup services or through Client or any ofits employees or plan participants,inany web-based ADP Product,
including ADPWorkforce Now®(collectively "ADPInternet Services").Client shall besolely responsible forobtaining all required rights
and licenses touseand display theClient Content and for updating and maintaining the completeness and accuracy of all Client Content
Clientgrams ADParighttousetheClient Content forthesole purpose of performing the Services forClient Notwithstanding,ADPmay
usethe Client's and its employees1 and participants'information for purposes other than the performance of the Services butonlyinan
aggregated,anonyoiized form,suchthatneitherClientnorits employees or participants maybeidentified,andGient willhaveno ownership
interest insuch aggregated,anonyoiized data.IntheeventthatADPmakes available branding of any materials,cards and/or websites
associated withtheADP Products or Services andClient requests such branding,Client grants ADP,the card issuers andany third-party
service providers designated byADPthe tight to display Authorized Marks,subject toClient'srightto review and approve thecopy prior to
theuse of suchAuthorized Marks.This authorization shall covertheterm of thisAgreementand,if Clientis receiving ALINECard
services,anyperiod of ongoing useofthecards by employees after termination ofthisAgreement
I.ADP Content ADPWorkforceNowis ADP's web-based portal which provides asinglepoint of access toADPonline solutions and
employee-facing websites and resources related to payroll,HR,benefits,talent,andtimeand attendance.Clientunderstands that ADP may
include informational content,forms and tools,aswellas banner advertisements forADP and/or third-parry products and services,onthe
clientself-administration portion of ADP Workforce Nowaswellastheemployee self-service portion of ADPWorkforce Now.Gientmay
choose to suppress banner advertisements through suchclient self-administration portion,thatADPhas posted toADP Workforce Now,
which represent offersor promotions from ADPorADP partners.The availability and use of such content,forms andtools and banner
advertisements shall be subject tothe onlineterms (the "OnlineTerms").Client's business dealings withanythird-party advertiser found on
ADP Workforce Now are solelybetweenClientandsuchadvertiser and ADPshall notbe responsible or liable foranylossor damage ofany
sort incurred asthe result ofanysuch dealings orasthe result ofthe presence ofsuchadvertisers onADP Workforce Now.ADP shall have
no liability to Client foranythird-party software thaimaybe accessed byGientviatheADP Internet Services.
J.Sdf^Service.Client acknowledges that certain oftheServices allow Client's employees or participants toinputinformation into theself-
service portions of the Services.ADP shall have no responsibility to verify,nordoes ADP review the accuracy or completeness ofthe
information provided by Client's employees or participants toADPusing anyself-service portion of the Services.ADP shall be entitled to
relyupon suchinformation inthe performance ofthe Services under the Agreement as ifsuch bformation was provided toADPbytheClient
directly.Whilethe Services*self-service features permit employees or participants toelectto receive pay statements andtax forms
electronically,Itremains the responsibility ofClient to ensure that employees or participants receive pay statements endtax forms as required
bylaw.
K.NoTransfer,Modification,etc.Client shall not assign,loan,sublicense,alter,modify,adapt (or cause tobe altered,modified or
adapted),reproduce,duplicate,copy,sell,trade,resell orexploit for anycommercial purposes,alloranyportion oftheADPInternet Services
orany accessor use thereof.Clientwillnotwriteormodifyinterfaces or reports toanyADP Internet Service exceptas expressly authorized
by ADP.CLIENT WILL NOT RECOMPILE,DISASSEMBLE,REVERSE ENGINEER,ORMAKEOR DISTRIBUTE ANY OTHER
FORMOF,OR ANY DERIVATIVE WORK FROMADPWORKFORCENOW.
L.Password Protection.Clientagrees to maintain the privacy of tiseimtmesaiul passwords associated v^Gient
is folly responsible for all activities that occur under Client's password or Internet account Client agrees to(i)immediately notify ADPof
any unauthorized use ofClient'spassword or Internet account oranyother breach of security,and(ii)ensure that Client exits from Gient's
Internet account attheend of each session.ADP shall notbe liable for any damages incurred byGientorany third party arising mom
Gient's failure tocomplywiththissection.
M.LinkstoThird-Party Sites.TheSite(s)may contain linksto other Internet sites.Linkstoand from aSitetoother third-party sitesdo
not constitute anendorsement byADPorany ofits subsidiaries or affiliates of such third-party sitesorthe acceptance of responsibility for the
content on such sites.
N.Transmission of Data.Intheevent that Client elects tousean application profijamming interlace ("API")to provide,or requests that
ADP provide anyGient Content or employee or plan participant ^formation toany third party ortoany non-U.S.Gient location,Client
represents that Hhas acquired any consents or provided any notices required to transfer suchcontentor information andthatsuch transfer
doesnot violate any applicable international,federal,stateor local lawsand/or regulations.Additionally,ADPshallnotbe responsible for
anyservices ordata provided byanysuch third party.
2.FEES,PAYMENTS,AND TAXES
A.Fees.Client shall payADP for theADP Products and Services atthe rates specified inthe Saks Order (assuming no changes in
requirements,specifications,volumesor quantities)for the first six(6)months after the Effective Date,or if thereisa Price Agreement,for
the term set forth therein (the "Initial Period").Client shall pay ADP for the ADP Products and Services added by Gient after the Effective
Date atADP'sthen prevailing pricesforsuchADP Products andServices.Subject toany Price Agreement,ADPmay increase prices forthe
ADP Products andServicesatanytimeafterthe Initial Period uponat least thirty(30)days prior written noticetoClientifsuch change ispart
ofa general pricechangebyADPtoitsclientsforaffected Items.
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B.Billing.Payroll Processing services andany other ADP Products and/or Services bundled into the pricing for the Payroll
Processing Services are billed immediately following Client's first payroll processing.If Client is obtaining ezLaborManager*or
ADP Workforce Now Essential Timeand Attendance,HR,Benefits and/or Talent Management and the pricing for such ADP
Products and Services Is not bundled with Client's pricing for Payroll Processing services,ifany,billing for such ADP Products and
Services will begin onthe earlier of (I)the date that ADP Products and Services are available foruseby Client In a production
environment OR (U)ninety (90)days from the Effective Date.Client will pay all invoices in foil within thirty (30)days of the invoice
date.Gient shall reimburse ADP for any expenses incurred,including interest and reasonable attorney fees,in collecting amounts due ADP
hereunder thatarenotundergood faith disputebyClient
C Taxes.Gient shall be responsible for payment of all taxes (excluding those on ADPs net income)relating tothe provision of ADP
Products and Services,excepttotheextentavalidtax exemption certificate orotherwritten documentation acceptable toADPto evidence
Client's tax exemption statusis provided byClienttoADP prior tothe delivery of Services.
D.ImportantTaxInformation(IRS Disclosure).Notwithstanding Client's engagement of ADPto provide ADPTax Services,Client is
responsible for thetimely filing of payroll tax returns and the timely payment of payroll taxesforits employees.The Internal Revenue
Service recommends thatemployers enroll intheU.S.Treasury Department's Electronic Federal Tax Payment System (EFTPS)to monitor
their accounts andensure thattimelytax payments arebeingmade forthem.Online enrollment in EFTPS is available at www.cffas.gov;an
enrollment form may also be obtained by calling (800)555-4477.State tax authorities generally offer similar means to verify lax payments.
Clientmaycontactappropriate stateofficesdirectlyfordetails.
DISCLAIMER OF WARRANTIES
EXCEPTAS EXPRESSLY SETFORTH IN THIS AGREEMENT,ALLEQUIPMENTPROVIDEDBYADPORITSSUPPLIERSIS
PROVIDED "AS IS"ANDADPAND ITS LICENSORSEXPRESSLYDISCLAIM ANY WARRANTY,EITHEREXPRESSOR
IMPLIED.INCLUDING WITHOUT LIMITATION,ANY IMPLIED WARRANTIES OF MERCHANTABILITY ORFITNESSFORA
PARTICULAR PURPOSE,NON-INTERRUPTION OFUSE,ANDFREEDOMFROM PROGRAM ERRORS,VIRUSES OR ANY
OTHERMALICIOUSCODE WITH RESPECT TOTHESERVICES,THEADPPRODUCTS,ANY CUSTOM PROGRAMS CREATED
BY ADP OR ANY THIRD-PARTY SOFTWARE DELIVERED BY ADP.ADP AND ITS LICENSORS FURTHER DISCLAIM ANY
WARRANTY THAT THE RESULTS OBTAINED THROUGHTHEUSEOFTHE SERVICES,THEADPPRODUCTS,ANY CUSTOM
PROGRAMS CREATED BY ADP OR ANY THIRD-PARTY SOFTWARE DELIVERED BY ADP WILL MEET CLIENTS NEEDS.
.INTELLECTUAL PROPERTY
A.OwnershipandProprietary Rights.All ADP Products licensed toCliem hereunder arethelicensed and/orowned property of and
embodythe proprietary trade secret technology of ADP end/or itslicensors)andare protected by copyright laws,international copyright
treaties,aswellasotherintellectualpropertylaws,thatamongotherthings,prohibitthe unauthorized useandcopying ofanyADP Products.
Clientreceives norightstoanyADP Products orany intellectual property of ADPorits licensors,exceptasexpresslystatedherein.
B.ADP Indemnity.SubjecttotheremainderofthisSection4B,ADPshalldefendClientinanysuitorcause of action,and indemniryand
holdGient harmless against any damages payable toany third parry inanysuchsuitorcauseof action,alleging thattheADP Products as
usedin accordance withthisAgreementinfringeanyU.S.patent,copyright,trade secret orother proprietary right of anythird party.The
foregoing obligations of ADParesubjecttothe following requirements:Clientshalltakeall reasonable stepsto mitigate any potential
damages whichmay result;ClientshallpromptlynotifyADPofany and allsuchsuitsandcausesof action;ADP controls any negotiations or
defense ofsuchsuitsandcausesofaction;andClientassists as reasonably required byADP.The foregoing obligations ofAW donot apply
to the extentthatthe infringingADP Product or portions or components thereofor modifications theretowerenotsuppliedordirected by
ADP,orwerecombinedwithotherproducts,processes or materials not supplied or directed byADP(wheretheallegedinfringementsrelates
tosuchcombination).
L NONDISCLOSURE
All Confidential Information (definedbelow)disclosed hereunder will remain theexclusiveandconfidential property of the disclosing party.
The receiving party willnotdisclosethe Confidential Information of the disclosing party andwilluseatleastthesame degree of care,
discretion and diligence In protecting the Confidential Information ofthe disclosing party asituseswith respect toitsown confidential
information,butinnocaselessthan reasonable care.The receiving party willlimitaccessto Confidential Information toits affiliates,
employees andauthorized representatives withaneedtoknowandwill instruct themtokeepsuch information confidential.Notwithstanding
the foregoing,thereceivingpartymaydiscloseConfidential Information ofthe disclosing party(a)totheextent necessary tocomplywithany
law,rule,regulation or ruling applicable to it,(b)as appropriate andwith prior notice where practicable,to respond toany summons or
subpoena or Ii connection withany litigation,(c)relating toaspecificemployee,totheextentsuchemployeehasconsentedtoits release,and
d)in order to provide the Services underthis Agreement.Upon the request ofthe disclosing party,the receiving partywill return or destroy
allConfidential Information ofthe disclosing party thatisinits possession.Notwithstanding the foregoing,ADPmay retain information for
regulatory purposes orin back-up files,providedthatADP's confidentiality obligations hereunder continuetoapply.For purposes of this
Section,"ConfidentialInformation"shall mean:all information of a confidential or proprietary nature,including pricing and pricing related
information andall personally identifiable payroll and employee-level data,provided bythe disclosing partytothe receiving party forusein
connection withADP Products or Services,or both,butdoesnot include (i)information thatis already knownbythe receivmg party,(ii)
information that becomes generally available tothe public other than asa result of disclosure bythe receiving party in violation of this
Agreement,and (Hi)information thatbecomesknowntothe receiving party from asourceotherthanthedisclosingpartyonanon
confidential basis.The obligations of ADPset forth in this Section 5 shall not apply toany suggestions and feedback for product or service
improvement,correction,or modification provided byGientin connection withany present or future ADP product or service,and,
accordingly,neither ADPnorany of Hs clientsor business partners shall haveany obligation or liability toClientwith respect toanyuseor
disclosure of such information.j
5.LIMITATION OF LIABILITY '
A.Willful Ads,ErrorsandOmissions.ADP shall reimburse Client for actual damages incurred byClientasadirect result ofthe
criminal or fraudulent acts or willful misconduct ofADPor any ofits employees.ADP shall correct any Client report,data ortax agency
filings,asthecasemaybe,produced incorrectly asaresultofanADPerror,atno charge to Gient Additionally,ifasaresultof an error or
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omission made by ADP in performing Tax Filing Services (defined in Section BA)hereunder,an applicable taxing authority imposes a
penalty onor assesses interest against Gient,ADP will (i)pay all penalties resulting from ADP's error or omission,GO P*y any interest
charges imposed on Client for the failure to pay funds to the extent and for the period that such funds were held by ADP.The preceding
sentence will only apply if (x)Gient permits ADP to act onGient's behalf in any communications and/or negotiations with theapplicable
taxing authority that is seeking to impose any such penalties or interest and (y)Gient assists ADP as reasonably required by ADP.
Notwithstanding the foregoing,Gient will be responsible for all taxes,penalties,and interest charges not resulting from ADP's error or
omission.
B.Limiton Monetary Damages.Notwithstanding anything tothecontrary contained in this Agreement (other than and subject tosections
4B and 6A above),ADP'saggregate liability under this Agreement during any calendar year for damages (monetary orotherwise)under any
circumstances for claims ofanytypeorcharacter made byGientor any third party arising from or related to ADP Products or Services,will
be limited tothelesser of (I)the amount of actual damages incurred by Client or(ii)the average monthly charges for three (3)months for the
afTected ADP Products or Services during such calendar year.ADP will issue Client a crcdit(s)equal tothe applicable amount and anysuch
credits)willbe applied against subsequent leesowedby Gient.
C.No Consequential Damages.NEITHER ADP NOR CLIENT WILL BERESPONSIBLE FOR SPECIAL,INDIRECT,INCIDENTAL,
CONSEQUENTIAL,PUNITIVE OROTHER SIMILAR DAMAGES (INCLUDING,WITHOUT LIMITATION,ANY LOST PROFITS OR
DAMAGESFORBUSINESS INTERRUPTION OR,LOSSOF INFORMATION)THAT THE OTHERPARTYMAYINCUROR
EXPERIENCE INCONNECTIONWITHTHISAGREEMENTORTHESERVICESORADPPRODUCTS,HOWEVERCAUSEDAND
UNDERWHATEVERTHEORYOFLIABILITY,EVENIF SUCH PARTYHASBEENADVISEDOFTHEPOSSIBILITYOFSUCH
DAMAGES.
h TERM AND TERMINATION;DEFAULT BY CLIENT;REMEDIES UPON DEFAULT
A.Termination/Suspeiuion.Subject tothe terms of any Price Agreement,entered intoby ADP and Client,ADP mayupon at least ninety
(90)days prior written notice or Client may upon at least thirty (30)days prior written notice,terminate this Agreement or any Serviced)
provided hereunder without cause.Either party may also suspend performance end/or terminate this Agreement immediately upon written
notice atanytimeif.(i)the other parry isin material breach of any material warranty,term,condition or covenant ofthis Agreement and foils
to cure thatbreach within thirty(30)daysafterwritten notice thereof,(ii)the other party ceases business operations;or fiii)theotherparty
becomes insolvent,generally stops paying its debts astheybecome due orseeks protection under any bankruptcy,receivership,trust deed,
creditors arrangement,composition or comparable proceeding,orif any such proceeding is instituted against the otiier (and notdismissed
within ninety (90)days after commencement ofoneofthe foregoing events).ADP may also suspend performance and/or terminate this
Agreement immediately without prior noticeintheevent Client,its employee's)oranyother third party ft)includes inanyADP Internet
Services any Client Content whichis obscene,offensive,inappropriate,threatening,or malicious;which violates any applicable lawor
regulation orany contract,privacy orotherthird party right;or which otherwise exposes ADPtocivilor criminal liability or(9)wrongfully
usesor accesses theADP Products oranyothersystems of ADPusedinthe performance of its obligations undermisAgreement
Additionally,Payment Services (defined in Section 8B)maybe immediately suspended orterminated byADPwithoutprior notice if(i)ADP
has not received timely funds from Client as required by Section 8B;GO abanknotifies ADPthat itisno longer willing to originate debits
from Gient's accounts)and/or credits forClient'sbehalffor anyreason;(ill)the authorization todebitClient's account is terminated orADP
reasonably believes that there isor has been fraudulent activity onthe account;(iv)ADP reasonably determines thatClientno longer meets
ADP's crcditffiiiancial eligibility requirements for such Services;(v)Client hasanymaterial adverse change Inits financial condition;or(vi)
with respect tothe ADP Wage Payments Card Services,the Issuing Bank cancels theCards issued on behalf ofGient Without limiting the
foregoing,the parties agree that Payment Services involve credit riskto ADP.As such,ADPshall notbe required to provide such Payment
Services if ADP reasonably determines that Gient presents an undue credit riskto ADP orintheeventofany other termination rightIf
Payment Services are not terminated despite the occurrence of any of theevents described above,ADPmay require Gienttopayits
outstanding and all future third-party payment amounts covered by Payment Services and/or ADP's fees andcharges for Payment Services to
ADP(x)bybankor certified check,(y)bywiretransfer ofimmediately available funds,and/or (z)in advance ofthemen current schedule,as
a condition to receiving former PaymentServices.
B.Pest-Termination.Ifuse of anyADP Products or Services isormaybe terminated byADP pursuant to Section 7A,ADP shall be
entitled to allocate any funds remitted or otherwise madeavailable by Client,toADPinsuch priorities asADP(initssole discretion)deems
appropriate (including reimbursing ADP for payments made by ADP hereunder on Client's behalf toa third party).If any ADP Products or
Services are terminated by either party hereto.Client will immediately (i)become solely responsible for all of its third-patty payment
obligations covered by such ADPProducts or Services (including,for Tax Filing Services,allrelated penalties andinterest)menorthereafter
due;(it)reimburse ADP for all payments made by ADP hereunder on Client's behalftoany third party;and (iii)payany and all fees and
charges invoiced byADPtoClientrelating totheADP Products or Services.
8.PAYROLL PROCESSING
ThetermsofthisSection8snailapplyonlytotheextentClientis receiving Payroll Processing products andserviceshereunder.
A.Payroll Processing andTax Filing.ADPwill process payroll forClient'semployees and payees,deliverpaychecksand related reports
to Client,process directdepositstothoseemployeeselectingsuch service,remit payroll taxeson Client's behalftothose 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 taxreturns (such remitting of payroll taxes and filing of related taxreturns,theTax Filing Services"')'For an additional fee,
ADP will also process calendar year-end Forms W-2 for Client's employees and Forms 1099-MISC for payments to individuals that provide
services toGientasindependent contractors.Client shall be liable for,and shall mdemniry ADPagainst,any loss,liability,claim,damage or
exposure arising from or hi connection withany fraudulent or criminal actsofClient'semployeesor payees.
B.Funding.If Client Is receiving Payment Services (defined herein),Gient 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."Payment Services"means any Services
thatrequire ADP,as part ofsuch Services,to impound funds from Gient'sbankaccount topayGient's third-party payment obligations (e.g«.
Tax Filing Services,Wage Garnishment Processing Services,ALINE Card,Full Service Direct Deposit Services and/or ADPCheck™
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Services).ADPmay commingle Client's impounded funds withotherclients',ADP'sor ADP-administered funds of asimilartype.ALL
AMOUNTS EARNED ON SUCH FUNDS WHILE HELD BY ADP WILL BE FOR THE SOLE ACCOUNT OF ADP.
C.Debits.Client shall be liable for debits properly initiated byADPhereunder.Client unconditionally promises topaytoADPthe amount
of any unfunded payroll file (including anydebit returned toADP because of Insufficient or uncollected fundsorforanyotherreason),plus
any associated bask feesor penalties,upon demand and interest onthe unfunded payroll amountattherate of 1.5%permonth(orthe
maximum allowed bylaw,if less).Also,ifanydebittoan employee's or other payee's account reversing or correcting a previously
submitted credits)is returned forany reason,Clientunconditionally promises to cooperate withADPandpaytheamountofsuchdebitupon
demand and interest thereon attherateset forth inthis Section 8C.Client agrees to cooperate withADPandanyother parties involved In
processing any transactions hereundertorecover funds credited toanyemployeeasaresult of anerrormadebyADPor another party
processing a transaction onbehalfof ADP.
D.FullServiceDirectDeposit(FSDD).Prior tothe first credittothe account of anyemployeeorotherindividualunderFSDDservices,
Gient shall obtain and retain asigned authorization from such employee or individual authorizing the initiation of creditstosuchparty's
account and debits ofsuch account to recover funds credited to such account inerror.
E.ADPCheck™.Clientshallnotdistributeany ADPChecks topayeesprior tothecheckdate.If Client distributesany ADPChecksprior
tothecheck date,ADPmayimposeanearly cashing fee against ClientIf Client desires tostoppaymentonany ADPCheck,Client shall
provide ADPwithastop payment request insuch form required byADP.ADP shall thenplaceastoppaymentorderwithADP'sbank
within twenty-four (24)hours of ADP's receipt ofsuchstop payment requestClientshallnot request ADPtostop payment onany
ADPCheck thatrepresents funds towhichthe applicable payee is rightfully entitled.Client agrees to indemnify,defend,andholdharmless
ADP and its affiliates and theirsuccessors and assigns from and against any liability whatsoever for stopping payment onany ADPCheck
requested by Client and from and against all actions,suits,tosses,claims,damages,charges,and expenses ofevery nature andcharacter,
including attorney foes,inanyclaims orsuits arising by reason of stopping payment on said check,including claims made bya"holder indue
course"ofsuch check.
,TIME AND ATTENDANCE
The terms of this Section 9shall apply onlytotheextent Client is receiving time and attendance products and services (including
EZLABORMANAGER*.ENTERPRISE eTIME*.AND ETIME")hereunder.
A.Time and AttendanceProducts.ADP agrees to provide Gient withthe data collection devices(eg.Timeclock,HandPunch,etc.)(the
'Timeclock Equipment"),timeand attendance module or application,end related services (collectively,theTime Products")described in
the Sales Order.For the hosted Enterprise eTIME product only,additional license terms are available at www.adp.com/tfmliceMiiterms.
B.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 onGient'spremises by
ADP.
C.Use of Timeclock Equipment andRightto Inspect.Gient shall notmake any alterations orattach 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 Gient,ADP shall have the right to enter Client's premises to inspect theTimeclock Equipment
during normal business hours.Titletothe Timeclock Equipment shall at all times remain in ADP unless Client has chosen the purchase
option and has paid ADP in foil the purchase price.Except ifso purchased and paid for by Client,theTimeclock Equipment is and at all
times shall remain,a separate itemof personal property notwithstanding Its attachment to other Timeclock Equipment or real property.
D.Returnof Timeclock Equipment Upon termination or cancellation of this Agreement,Client shall,atits expense,return the
Timeclock Equipment to ADP in accordance with ADP's instructions.TheTimeclock Equipment shall be returned inas good condition as
received by Client,normal wear and tear excepted.In the event the Timeclock Equipment isnot returned within ninety (90)days,Client
agrees to purchase itatthe prevailing manufacturer's suggested retail price.If timely payment for the Timeclock Equipment isnotmade by
Gient,ADP shall have the right totakeimmediate possession of such equipment The terms ofthis Section 9D shall notapply if prior tothe
timeofsuchtermination or cancellation Client already purchased endpaid for theTimeclock Equipment in full.
E.Warranty.ADP warrants to Client thatthe Timeclock Equipment shall be free from defects in material and workmanship atthe date
such Tiraedock Equipment is shipped and for ninety (90)days thereafter.ADP's sole obligation incase of any breach ofany warranty
contained herein shall beto repair or replace,at ADP's option,anydefective items.The foregoing istheextentof ADP's liability withrespect
toallclaimsrelated toTimeclock Equipment,including withoutlimitation,contract and negligence claimsandshallconstituteGient's sole
remedy.
F.Maintenance Fees.Maintenance servicesforthe Timeclock Equipment (set forth belowinSection9G)apply automatically to
Timeclock Equipment obtained underthe subscription option (and any charges therefore are already included inthemonthlytimeand
attendance subscription fees).Thecostsformaintenance services for Timeclock Equipment underthe purchase optionarenot included inthe
purchase price forsuchequipment;a separate annual maintenance foe applies.Gient,underthe purchase option,may terminate its receipt of
mamtenancc services by providing written notice toADPnoless than thirty (30)days prior totheend of thethen current annual coverage
period.ADPis not required to rebate toClientany maintenance fees relating toa current or prior coverage period.(NOTE:If Gient selects
the purchase optionbutoptsnottoreceive(or terminates)maintenance services hereunder byexecutingawaiver of maintenance services,
*anysuchservices provided byADPatClient's request willbe subject toADPsthencurrent charges forsuchservices.)No Timeclock
Equipment maintenance isdoneattheClientsite.Gientshallbearall delivery/shipping costsandellrisk of lossduringshipment/delivery of
Tiroedock Equipmentrelatingtomamttmanceservices.
G.Malnteaaace Services.ADP will maintain the Timeclock Equipment tobe free from defectsin material and workmanship as follows:
Any parts found tobe defective (exceptas specifically excluded below)shall be replaced or repaired,at ADPs orits designees option,
without charge forparts or labor,provided that theTimeclock Equipment has been properry installed and maintained by Client and provided
matsuch equipment has been usedin accordance with this Agreement and any online or shrink-wrap terms or license,or other accompanying
documentation including,butnot limited to,Client's Sales Order provided by ADP orits designee and hasnot been subject to abuse or
tampering.The foregoing repairs and replacements may be made only by ADP orits designee,and willbe made only after ADP orits
designee is notified ofa problem,receives delivery from Client ofthe Timeclock Equipment at issue and determines that it results from
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defective materials orworkmanship.Notwithstanding the foregoing,ADP may deliver a temporary replacement item for Client's use while
such determination isbeing made with respect to the Timeclock Equipment in question.Repairs end replacements required asa result of any
of the following shall not be included in the foregoing maintenance services and shall becharged Bt ADP's then current rates:(i)damage,
defects,or malfunctions resulting from misuse,accident,neglect,tampering,unusual physical,or electrical stress,orcauses other than normal
or Intended use;(ii)failure of Gient to provide and maintain a suitable installation environment;(iii)any alterations made toorany devices
not provided by ADP attached tothe Timeclock Equipment;and (iv)malfunctions resulting from use of badges or supplies not approved by
ADPH.Upgrades.In order tokeep the Time Products current,ADP may from time to time perform 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 berequired toinstall the upgrade provided byADP inaccordance with the written notice provided toClient
10.HR AND BENEFITS
Theterms of this Section 10shall apply only to the extent Client isreceiving HR and/or Benefits products and services hereunder.
A.Initial Setup Services.Client shall promptly deliver toADP the Gient Content required byADP to perform initial setup services.Such
information andmaterials shallbeinan electronic file format acceptable toADP.
B.Additional Configuration.After completion of Initial setup services,any subsequent changes Client requests to the configuration of the
Client Content intheHRand/or Benefits module willbe charged atADP's then current benefits maintenance fees.
C.Gient Review.Upon completion of any setup services or services referenced in Section I0A above.Client shell review the Client
Content included intheHRand/or Benefits module by ADP.ADP shall have no liability to Client for any errors or inaccuracies in Client
ContentincludedinsuchmodulebyADP.
D.HIPAA Business AssociateAmendment.Pursuant tothe federal Health Insurance Portability andAccountability Act,Public Law 104-
191 CH1PAA"),the Health Information Technology for Economic and Clinical Health Care Act passed as part of the American Recovery
and Reinvestment Actof 2009 ("ARRA"),the U.S.Department of Health and Human Services regulations entitled ''Standards for Privacy of
Individually Identifiable Health Information'*("Privacy Rule"),Security Standards for the Protection of Electronic Protected Health
Information ("Security Rule")andthe Breach Notification for Unsecured Protected Health Information ("Breach Notification Rule"),if
services under the Benefits module are subject to HtPAA then such services are subject to additional terms and conditions located at
http://www.adp.com/BAA which are incorporated herein and maybe modified from time totimeand as required by law.
E.ADP Carrier Connection*.If Client Is receiving the Benefits products and services and elects the ADP Carrier Connection service,
ADP,orits authorized agents),will electronically transmit employee data,including employee benefits enrollment data,to Gient's carriers
or other third parties authorized by Client,and Client authorizes ADP and its authorized agent(s),to provide such transmission onClient's
behalf.Additionally,commencement of the Carrier Connection service Is subject to Gient completing the configuration setup of Client
Content and the format of such transmission to the designated carriers.The terms for setup services and subsequent setup services set form in
Sections 10Aand 10B above will apply to setup for the Carrier Connection service.ADP's ability to transmit Gient's employee benefits
enrollment data Is subject tothe provision bythedesignated carriers ofa current functional interface between the benefits module and the
designated carriers'systems.ADP will not beobligated totransmit Client's data to the designated carriers ifatany 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 tothedesignated carriers,allwork performed by ADP tocreate such interfaces will beat ADP's then current foes for such
services.Gient is responsible for promptly reviewing all records of carrier transmissions and other reports prepared by ADP for validity and
accuracy according to Gient's records,and Cilent will notify ADP of any discrepancies promptly after receipt thereof.In the event of an
error or omission inthe Carrier Connection services caused by ADP,ADP will correct such error or omission,provided that Client promptly
advises ADP ofsuch erroror omission.
F.Use of Servkes.The ADP HRand Benefits products and services are hosted in the United States and are for use intheUnited States
only except that theHRmodule of ADP WorkforceNow inay beaccessed and iisrf
Country Lbf which may beviewed atww.nr<Kluctdesmrrtion^(which may be modified from time to time).Gicnts
may also utilize the HR module for storage of employee data for its employees located outside of the United States,however Gient shall
determine whether such storage is permitted by any applicable data privacy orother laws pursuant to Section I.E.preceding.
11.TALENT MANAGEMENT
The terms ofthis Section II shall apply onlytothe extent Client is receiving Talent,Recruitment,and/or Compensation Management
products andservices hereunder.
A.Use of Services.TheADPWorkforce NowTalent Management solution includes Talent,Recruitment andCompensation Management
products and services.Client represents and warrants that it will use ADP WorkforceNow Talent,Recruitment,and/or Compensation
Management products and services for Its own hiring and/or HR management purposes only.Client acknowledges and agrees that ADP will
notbe deemed to be involved in any hiring decisions orevaluation of candidates In connection with the recruitment services,or with any
compensation decisions in connection with the compensation management services.The ADP Talent Management solution is hosted in the
United States and is for useinthe United States only except that theTalent module ofADPWorkforceNow maybe accessed and usedby
rnw frnm ikm emmtrigs spftrfftai rtn Hie "Appmverf fYrnniry 1.fat*which mm,heviewed atwxvw.nmductdescriptiQn.rnaioraccount5.cdo.com
(which may bemodifiedfromtimetotime).
B.Customised Content Client understands and agrees that to the extent it chooses to customize any content ordocuments made available
tojobcandidates through ADP WorkforceNow Talent and/or Recruitment,including but not limited toJob descriptions,online application
instructions and questions,Client is responsible for tite content of any such customization.Client acknowledges that any content provided by
ADPWorjcforceNowTaiem,Recrw^Client
should review applicable laws in the jurisdictions inwhich Client operates and should consult with itsown legal counsel prior to utilizing the
RovtsadJuly SOU
F*»6ofS
C Sensitive Data.If Client implements the Talent,Recruitment and/or Compensation Management products and services to collect any
sensitive data elements (or special 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 ordeletion and for responding to any individual
or regulatory inquiries.
12.SU1 MANAGEMENT
The terms ofthisSection 12shall apply onlytotheextent Client is receiving state unemployment insurance management services hereunder.
A.SUI Management Services.ADP will provide the State Unemployment Insurance management services described further at
www.nroductdcsmntion.maioracCTunte.Bdp.com (collectively,the"SUI Management Services'1)to Client in accordance withthe terms of
this Agreement Subject to Section 13,Client's compliance with its obligations in Sections 12B and 12C,and any delays caused by third
parties (e.g.,postal service,agency system and broker delays)and events beyond ADP's reasonable control,ADP will deliver the SUI
Management Services within thetime periods established bytherelevant unemployment compensation agencies.•
B.Provision of Information;Contesting Claims.Client will on an ongoing basis provide ADP and notprevent ADP from furnishing all
information necessary for ADP to perform the UCM 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.
C.Transfer of Data.Client may transfer the information described in Section I2BtoADPvia:(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
conimunications protocols and delivery methods.Client will promptly notify ADP inwriting if Client wishes to modify the communication
protocol ordeliverymethod.
D.Client acknowledges that ADP is not providing storage orrecord 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 7B,dispose of all such records.If the SUI
Management Services are terminated,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 toexpiration of any such access that may have been granted.
13.MISCELLANEOUS
A.Inducement;Entire Agreement;Modification.Client 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 toitssubject matter and
supersedes and overrides all prior agreements on the same subject matter,and shall govern all disclosures and exchanges of Confidential
Information made bythe parties previously hereto.This Agreement shall not bemodified except bya writing signed by ADP and Client
a Third-Party Beneficiaries.With respect to the ADP Products and Services,ADP suppliers,vendors and referral partners may enforce
the same disclaimers and limitations against Client as ADP may under Sections 3 and 6of this Agreement Other than ADP suppliers,
vendors,and referral partners who are intended third-party beneficiaries with respect to Sections 3 and 6of this Agreement,nothing in this
Agreement creates,orwill be deemed to create,third-party beneficiaries oforunder this Agreement ADP has no obligation to any third
party (including Client's employees and/or anytaxing authority)by virtue ofthisAgreement
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 ofa force majeure event
D.Non-Hire.During theterm of this Agreement and for the twelve (12)months thereafter,neither Client nor the ADP regions providing
the Services,shall knowingly solicit orhire for employment oras a consultant,any employee or former employee of the other party who has
beenactivelyinvolved inthesubject matter ofthis Agreement
E.Waiver.The failure ofeither party at any time to enforce any right or remedy available toit under this Agreement with respect to any
breach or failure bytheother party shall notbe construed tobeawaiver of such right orremedy with respect to any other breach or failure by
theotherparty.
F.Headings.The headings used inthis Agreement are for reference only and donot define,limit,orotherwise affect the meaning of any
provisions hereof.
G.Severability.If any ofthe provisions of this Agreement shall be invalid or unenforceable,such invalidity or unenforceability shall not
invalidate or render unenforceable theentire Agreement,batrather the entire Agreement shall be construed asifnotcontaining theparticular
invalid or unenforceable provision or provisions,and the rights and obligations of Client and ADP shall be construed and enforced
accordingly.
H.Relationship ofthe Parties.The parties hereto expressly understand and agree that each party isan independent contractor inthe
performance of each andevery part ofthis Agreement is solely responsible for allofits employees and agents and its labor costs and
expensesarising in connection therewith.
1.Governing Law.This Agreement is governed bythe laws ofthe State ofNewYork without givingeffecttoits conflict of law
provisions.
J.LimitationofClaires.No action arising under orin connection wtththisAgreement regardless of the form,maybe brought byClient
morethantwo(2)yearsafterClientbecomes aware of orshouldreasonably havebecomeawareof the occurrence ofeventsgivingrisetothe
cause ofaction.
K.Regulatory Notice.Nostateor federal agencymonitors or assumes any responsibility forthe financial solvency ofthird-party tax filers.
L.Use of Agents.ADPmay designate any agent or subcontractor to perform suchtasks and functions to complete any services covered
under this Agreement However,nothing inthe preceding sentence shall relieve ADP from responsibility for performance ofits duties under
theterms ofmis Agreement
M.ConflictsClause.In theevent ofaconflictbetweentheterms ofthisAgreementandany additional tenrwftlie terms of this A.greement
shall control,unless an Addendum tothis Agreement is executed simultaneously herewith or subsequently hereto,In which case the1 terms of
such Addendum shall control.
fcbyorAccounts Agreement vlS
Reviled July 2014
P«to7oft
N.Counterparts.This Agreement may be executed in one ormore counterpart copies.Each counterpart copy shall constitute an agreement
and atl oftise counterpart copies shall constitute one folly executed agreement The signature ofany party toany counterpart shall be deemed
a signature to,and may be appended to,any other coumerpart In the event that any signature isdelivered by facsimile transmission orby e-
mail delivery ofa n.pdf'format data file,such signature shall create avalid and binding obligation ofthe party executing (or on whose behalf
such signature isexecuted)with the same force and effect asifsuch facsimile orw.pdf'signature page were an original thereof.
0.Assignment Neither party may assign its rights orobligations under this Agreement without the prior written consent ofthe other party.
However,ADP may assign its rights and obligations under this Agreement to a commonly controlled affiliate or ADP without the prior
written notice orconsent ofClient in order for such affiliate to perform any orall orthe Services,provided that ADP will remain responsible
forthe performance ofsuch Services.
P.Notices.All notices,including any notices oftermination in accordance with Section 7 herein,shall be in writing and shall bedelivered
or sent by recognized courier or registered or certified mail,return receipt requested,to Client atthe address indicated on the face hereof and
toADP,General Counsel -Major Accounts,One ADP Boulevard,Roseland,NJ 07068,ortosuch other addresses as the parties shall specify
bynoticegivenpursuanthereto.
IN WITNESS WHEREOF,this Agreement is hereby executed by an authorized representative of each party hereto and shall beeffective on
the Effective Date set forth above.
ADP,LLC
ADP Sales
Associate S^o^?U^
(type orprint)
Title ttSfs^*W
CLIENT
Client
Signature
(typeorprint)
\ltiiir Title Cy^VAanager Date JlM?o«.Date
MgorAccount ApcaRcnt vl S
RevisedJuly2014
PagcSofS
26SE |SUNDAY,DECEMBER 28,2014 SE
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Christmas ..„
Recycle It!
y>Beginning Friday,December26.2014,resided
.^who receive curbside waste collectionservice^j
*$Miami-Dade County can recycle.tfieiitbhrSfi
'•*:treesbytakingthemtoone ofcth^ojunt/s/Tea:
/andRecycling Centers*or tr[e)A/est ptrnWac
'r Trees wjII be recycled irrto«mdlch£AJLl^E
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"ANDOTHEJ*DECORATIONS,<«&.
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H?area residents ona flrs^come,'iirs^ser"ve'd,basJ
^whilesupplies last,beginning arouncfomd-Jarr—
;gj Can't dropoff yourtree?Visit put website
additional disposalroptions.,•*****'M "'
&?For a listing of Chrrstmas tree drop-off locaBon^
AA/orksfan'd Vvjaste Management Depajjmlg
pr^website at www.miamidade.goy/p,ubircworl(s^
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MiamiHerald.com I MIAMI HERALD
CITY OF SOUTH MIAMI
COURTESY NOTICE
NOTICE IS HEREBY giventhattheCityCommissionoftheCityofSouthMiami,Florida will conduct
Public Hearing(s)atitsregular CityCommission meeting scheduled for Tuesday.January6.2015beginning
at7:00p.m.,in the City Commission Chambers,6130 Sunset Drive,to consider the following itcm(s):
A Resolution authorizing theCity Manager to negotiate an agreement withADP to provide
payroll services,Human Resources andTime&Attendance integrated software solution.
AResolutionauthorizing theCityManagertoenterintoamulti-yearcontractwith Envirowastc
ServicesGroup,Inc.forstormdrainsystemcleaningand maintenance services.
An Ordinance amending Section4-2(a)oftheCityCodeaddingdrugstores,convenience stores
andservicestations aslisteduses in the tableof distance requirements regarding alcohol sale.
An Ordinance amending Section 20-4.2 oftheCityof South Miami Is Land Development Code
toaddcriteria forthe City'sapproval ofaplator re-plat tentatively approved bythe Miami-Dade
County.
ALLinterestedpartiesareinvitedtoattendandwillbe beaxd.
Forfurtherinformation,pleasecontacttheCityClerk'sOfficeat:305-663-6340.
MariaM.Menendez,CMC
CityCleric
Pursuant to Florida Statutes286.0105,theCityherebyadvisesthepublicthatifapersondecides toappealany decision madeby
thisBoard.Agency or Commission withrespecttoanymatterconsidered atits meeting or hearing,heorshewilt needarecordof
the proceedings,andthatforsuch purpose,affected personmayneedtoensurethata verbatim recordofthe proceedings is made
whichrecordincludes the testimony andevidence uponwhichtheappealistobe based.
()
CORAL GABLES
Museum
to expand
program
BYMONIQUEO.MADAN
mmadan@MiamiHerald.com
The Coral Gables Mu
seum recently received
$200,000 from the Florida
Department of Education to
expand its existing pro
gramsthatfocus on environ
mentally sensitive design.
The "Green City Pro
gram"isfocusedonteach
ingfuturegenerationsabout
designing environmentally
sustainable communities.
The program for K-12 stu
dents explores everything
from what can be done at
home to lower the carbon
footprintto how todesigna
LEED-certified building ,
and ultimately,a green city.
For more information,
call 305-603-8067.
WHAT EDUCATION SHOULD BE!
RIVIERA DAY SCHOOL 6800 Nervia Street,Coral Gables,FL 33146 I Tel.305.666.1856
RIVIERA PREPARATORY SCHOOL 9775 SW 87 Avenue,Miami.FL33176 I Tel.786.300.0300
www.rivieraschools.com I Accredited byA1SF,SACS,MSA,Ai,NCPSA,NIPSA
MIAMI DAILY BUSINESS REVIEW
PublishedDaily except Saturday,Sunday and
LegalHolidays
Miami,Miami-Dade County,Florida
STATE OF FLORIDA
COUNTY OF MIAMI-DADE:
Before the undersigned authoritypersonally appeared
MARIA MESA,whoon oath says that he or she is the
LEGAL CLERK,LegalNoticesofthe Miami Daily Business
Review f/k/a Miami Review,adaily(exceptSaturday,Sunday
andLegal Holidays)newspaper,publishedat Miami inMiami-Dade
County,Florida;that the attached copy of advertisement,
beingaLegal Advertisement of Notice in the matter of
CITY OF SOUTH MIAMI
PUBLIC HEARING -JANUARY 6,2015
in the XXXX Court
waspublishedin said newspaper inthe issues of
12/19/2014
Affiant further says thatthesaidMiamiDaily Business
Reviewisa newspaper published at Miamiin said Miami-Dade
County,Floridaandthatthe said newspaper has
heretofore been continuouslypublishedin said Miami-DadeCounty,
Florida,eachday(exceptSaturday,Sunday and Legal Holidays)
and has beenenteredassecondclassmailmatteratthepost
officeinMiamiin said Miami-DadeCounty,Florida,fora
periodof one year next preceding thefirstpublicationofthe
attached copy of advertisement;and affiant further says thatheor
she has neither paidnor promised any person,firmor corporation
any riisgntjpt.r^gtorornmRsinn or refund for the purpose
Tiring trj^dvehls^ment fj>r publication in thesaid
newspaper,.
(SEAL)
MARIAMESA personally known to me
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