Bell City Council
January 14, 2026

Agenda
Regular Meeting of the
B
ell City Council/Bell Community Housing Authority/Successor Agency to the Bell Community Redevelopment Agency/ Bell Public Finance Authority Wednesday, January 14, 2026
5 :00 P.M. CLOSED SESSION
7:00 P.M. OPEN SESSION
BEL

L COMMUNITY CENTER
6250 PINE AVENUE, BELL CA 90201
Ali Saleh
Mayor
M
onica Arroyo Francis Flores
Vice-Mayor Council Member

Ana Maria Quintana Alicia Romero
Council Member Council Member

Welcome to the City Council Meeting
The Bell City Council and staff welcome you. This is your City Government.

Individual participation is a basic part of American Democracy and all Bell residents are encouraged to attend meetings of the City Council. Regular City Council meetings are held the second and fourth Wednesday of the m onth at 7:00 p.m., Bell Community Center, 6250 Pine Avenue. For more information, you may call City Hall during regular business hours 8:00 a.m. to 4:00 p.m., Monday through Friday at (323) 588-6211 Extension 2615.

C
ity Council Organization
T
here are five City Council members, one of whom serves as Mayor and is the presiding officer of the City Council. These are your elected representatives who act as a Board of Directors for the City of Bell. City Council members are like you, concerned residents of the community who provide guidance in the operation of your City.

A
ddressing the City Council
I
f you wish to speak to the City Council on any item which is listed or not listed on the City Council Agenda, please complete a Request to Speak Card available in the back of the City Council Chambers. Please submit the completed card to the City Clerk prior to the meeting. The Mayor will call you to the microphone at the appropriate time if you have filled out a Request to Speak Card. At that time, approach the podium and please clearly state your name and address, and proceed to make your comments.

Co
mpliance with Americans with Disabilities Act
T
he City of Bell, in complying with the Americans with Disabilities Act (ADA), request individuals who require special accommodation(s) to access, attend, and or participate in a City meeting due to disability. Please contact the City Clerk’s Office, (323) 588-6211, Ext. 2615, at least one business day prior to the scheduled meeting to ensure that we may assist you.

S
tatement Regarding Compensation for Members of the Bell City Council Compensation for the members of the Bell City Council is $673 a month. In accordance with Government Code Section 54952.3, Councilmembers will not receive any additional compensation or stipend for the convening of the following regular meetings: Successor Agency to the Bell Community Redevelop ment Agency, the Bell Community Housing Authority, the Bell Public Finance Authority, the Bell Surplus Property Authority, and the Bell Solid Waste Authority.

Meeting of the Bell City Council and Related Agencies
January 14, 2026

REGULAR JOINT MEETING OF THE
B
ell City Council/Bell Community Housing Authority/Successor Agency to the Bell Community Redevelopment Agency/Bell Public Finance Authority Januar
y 14, 2026
5 :00 P.M. Closed Session
7:00 P.M. Regular Meeting
Locat
ion: Bell Community Center, 6250 Pine Avenue, Bell CA 90201

C
all to Order
R
oll Call of the City Council in their capacities as Councilmembers/Members of all Related Agencies: Councilmembers Flores, Quintana, Romero, Vice-Mayor Arroyo, and Mayor Saleh C
ommunications from the Public on Closed Session Items
Thi
s is the time for members of the public to address the City Council and related Authorities and Agencies only on items that are listed under Closed Session.

C
losed Session
The C
ity Council and the related Authorities and Agencies will recess to closed session to confer with legal counsel regarding the following matters:
a. C
ONFERENCE WITH REAL PROPERTY NEGOTIATORS (Pursuant to Government Code section 54956.8)
Property: 7030 Atlantic Avenue, Bell CA 90201
Agency negotiators: Michael L. Antwine II (City Manager), and Dave Aleshire (City Attorney) Negotiating parties: To be Determi
ned
b. C
ONFERENCE WITH REAL PROPERTY NEGOTIATORS (Pursuant to Government Code section 54956.8)
Property: 4400-4410 Gage Avenue, Bell CA 90201
Agency negotiators: Michael L. Antwine II (City Manager), and Dave Aleshire (City Attorney) Negotiating parties: To be Determi
ned
c. A
nticipated Initiation of Litigation pursuant to Government Code Section 54956.9 (d)(3)

MEETING WILL BE HELD IN-PERSON AT THE BELL COMMUNITY CENTER PUBLIC COMMENT: If you wish to make a comment on items listed on the agenda, you may attend the meeting in- person at Bell Community Center. Please complete a Request to Speak Card available in the location and wait until the mayor call s you to approach the podium. Please clearly state your name and address and proceed to make your comments .

You may also submit input electronically through a temporary public comment email established for City of Bell City Council meetings at [email protected]. Your written comment must be submitted by 4pm on Wednesday, January 14, 2026. Any emails received after the time indicated will not be included in the record. Written Comments will be subject to the three minute time limitation (approximately 350 words).

The meeting will be recorded and live streamed on the City’s website at https://www.cityofbell.gov/City-Hall/City- Clerk/Live-Web-Stream
Meeting of the Bell City Council and Related Agencies
January 14, 2026
regarding significant exposure to litigation in two cases. d. C
ONFERENCE WITH REAL PROPERTY NEGOTIATORS (Pursuant to Government Code section 54956.8)
Property: 6400 Atlantic Avenue, Bell CA 90201
Agency negotiators: Michael L. Antwine II (City Manager), and Dave Aleshire (City Attorney) Negotiating parties: To be Determined
e. C
ONFERENCE WITH REAL PROPERTY NEGOTIATORS (Pursuant to Government Code section 54956.8)
Property: 5246/5162 Florence Avenue, Bell CA 90201(Florence Village Mobile Home Park) Agency negotiators: Michael L. Antwine II (City Manager), and Dave Aleshire (City Attorney) Negotiating parties: To be Determi
ned
f. C
ONFERENCE WITH REAL PROPERTY NEGOTIATORS (Pursuant to Government Code section 54956.8)
Property: 4874 Gage Avenue, Bell CA 90201 (Bell Mobile Home Park) Agency negotiators: Michael L. Antwine II (City Manager), and Dave Aleshire (City Attorney) Negotiating parties: To be Determi
ned
g. C
ONFERENCE WITH REAL PROPERTY NEGOTIATORS (Pursuant to Government Code section 54956.8)
Property: 6624 Flora Avenue, Bell CA 90201
Agency negotiators: Michael L. Antwine II (City Manager), and Dave Aleshire (City Attorney) Negotiating parties: To be Determi
ned
h. C
ONFERENCE WITH REAL PROPERTY NEGOTIATORS (Pursuant to Government Code section 54956.8)
Property: 6339 Atlantic Avenue, Bell CA 90201
Agency negotiators: Michael L. Antwine II (City Manager), and Dave Aleshire (City Attorney) Negotiating parties: To be Determi
ned
i. P
ublic Employment/Public Employee Appointment (Government Code Section 54957(b)) Title: Public Works Director
j. C
ONFERENCE WITH REAL PROPERTY NEGOTIATORS (Pursuant to Government Code section 54956.8)
Property: 5241 Florence Avenue, Bell CA 90201
Agency negotiators: Michael L. Antwine II (City Manager), and Dave Aleshire (City Attorney) Negotiating parties: To be Determi
ned
k. C
onference with Legal Council - Existing litigation Pursuant to Government Code §54956.9(d)(1) Mussa Saleh v. City of Bell, Miralina Center LLC, Te Amo Pizza Corp Case No:24NWCV03375
R
econvene Regular City Council Meeting
C
all to Order
R
oll Call of the City Council in their capacities as Councilmembers/Members of all Related Agencies: Councilmembers Flores, Quintana, Romero, Vice-Mayor Arroyo, and Mayor Saleh

Meeting of the Bell City Council and Related Agencies
January 14, 2026
Pledge of Allegiance

City Attorney Report

The City Attorney will report on any action(s) to be taken by the City Council/Agencies on Closed Session matters.

Presentations and Recognitions

a. Citizen of the Month

b. NLC Service Line Program Presentation

Communications from the Public

This is the time members of the public may address the City Council and related Authorities and Agencies on items that are on the agenda and non-agenda items that are under the subject matter jurisdiction of City Council and/or its related authorities and agencies. (Each speaker is limited to three minutes)

Mayor and City Council Communications

Pursuant to Assembly Bill 1234, this is the time and place to provide a brief report on meetings, seminars and conferences attended by the Mayor and City Councilmembers.

City Manager Report

In this portion of the agenda, the City Manager will provide a brief report on items of interest to the City Council and/or the community.

Business Session

1. Appointment of City Treasurer. (Council)

Recommendation: It is recommended that the City Council read by title only, waive further reading and adopt Resolution 2026-01 titled:

A RESOLUTION OF THE CITY COUNCIL THE CITY OF BELL

APPOINTING ANGELA BUSTAMANTE, CITY CLERK, TO

SERVE AS THE CITY TREASURER

2. Approval of the Recognized Obligation Payment Schedule (“ROPS”) and Administrative Budget for FY 2026- 27 for DOF Submission. (Successor Agenda to the Bell Community Redevelopment Agency)

Recommendation: It is recommended that the Members of the Successor Agency approve the Recognized Obligation Payment Schedule (“ROPS”) for the 2026-27 Fiscal Period of July 1, 2026, to June 30, 2027, and the Administrative Budget for the 2026 -27 Fiscal Period with the attached documents for submission to the Oversight Board for further approval on January 20, 2026 and authorization to transmit to the California Department of Finance under dissolution law by February 1, 2026.

Meeting of the Bell City Council and Related Agencies
January 14, 2026

3. Approval of Salary Adjustments for Part -Time Classifications to Comply with the State of California Minimum Wage Increase. (City Council)
R
ecommendation: It is recommended that the City Council read by title only, waive further reading and adopt Resolution 2026-02 titled:

A

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF BELL,

APPROVING ADJUSTMENTS TO CERTAIN PART-TIME HOURLY

WAGE RATES TO ENSURE COMPLIANCE WITH THE STATE OF
CALIFORNIA MINIMUM WAGE EFFECTIVE JANUARY 1, 2026

4. P
rofessional Services Agreement with ADP, LLC for Payroll Processing, Human Resources Information System (HRIS), Compliance Reporting, and Related Services; and Discontinuation of the Springbrook HR/Payroll Module. (City Council) R
ecommendation: It is recommended that the City Council:

1. A
pprove a Professional Services Agreement with ADP, LLC to provide payroll processing, HRIS, compliance reporting, timekeeping, and related services for the City of Bell.

2. Authorize the City Manager to execute the agreement, subject to final review and appr
oval by the City Attorney.

3. Authorize the discontinuation of the Springbrook HR/Payroll module due to system obsolescence and future compliance limitations.

5. C
itywide Drone Program Overview. (Oral Report by Police Chief Velasco) (City Council) R
ecommendation: It is recommended that the City Council receive and file this presentation.

6. B
ell Mobile Home Park Relocation Plan. (Oral Report by City Manager Michael L. Antwine II) (Bell Community Housing Authority)
R
ecommendation: It is recommended that the City Council receive and file this presentation.

7. R
esolutions pertaining to the City of Bell’s General Municipal Election to be held Tuesday, June 2, 2026. (City Council)
R
ecommendation: It is recommended that the City Council read by title only, waive further and adopt the following Resolutions:

1. R
ESOLUTION 2026-03 titled:

A

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF BELL

CALIFORNIA, CALLING FOR THE HOLDING OF A GENERAL
MUNICIPAL ELECTION TO BE HELD ON TUESDAY, JUNE 2
,
20 26, FOR THE ELECTION OF TWO (2) MEMBERS OF THE

CITY COUNCIL AS REQUIRED BY THE PROVISIONS OF THE

BELL CHARTER

2. R
ESOLUTION 2026-04 titled:

A

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF BELL
Meeting of the Bell City Council and Related Agencies
January 14, 2026

CALIFORNIA, REQUESTING THE BOARD OF SUPERVISORS

OF THE COUNTY OF LOS ANGELES TO CONSOLIDATE THE
CITY’S GENERAL MUNICIPAL ELECTION TO BE HELD ON
JUNE 2, 2026 WITH THE STATEWIDE DIRECT PRIMARY

ELECTION TO BE HELD ON THE DATE PURSUANT TO
SECTION 10403 OF THE ELECTIONS CODE; AND

REQUESTING THE COUNTY OF LOS ANGELES TO RENDER

SPECIFIED SERVICES TO THE CITY RELATING TO THE
CONDUCT OF THE CITY’S GENERAL MUNICIPAL ELECTION

3. R
ESOLUTION 2026-05 titled:

A

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

BELL, CALIFORNIA, ADOPTING REGULATIONS FOR

CANDIDATES FOR ELECTIVE OFFICE PERTAINING TO
CANDIDATE’S STATEMENTS SUBMITTED TO THE VOTERS
AT AN ELECTION TO BE HELD ON TUESDAY, JUNE 2, 2026

8. A
ppointment of City Attorney and Approval of Second Amendment to Contract Services Agreement for City Attorney. (City Council)
R
ecommendation: It is recommended that the City Council:

1. A
ppointment of Danny Aleshire, Partner of Aleshire & Wynder, LLP as City Attorney.

2. Approve Second Amendment to Contract Services Agreement for City Attorney Legal Services.

3. Authorize the Mayor to execute the agreement.

C
onsent Calendar
The
following Consent Calendar items are expected to be routine and non- controversial. They are acted upon by the City Council and related authorities at one time without discussion. The reading of the full text of ordinances and resolutions will be waived unless a Councilmember requests otherwise.

R
ecommendation: Approve agenda items 9 and 10.

9. R
eceive and file the Donation Report for the Month of November 2025. (City Council)

10. G
eneral Warrants, Successor Agency to the Bell Community Redevelopment Agency and Community Housing Authority Warrants of January 14, 2026 . (Council/Successor Agency to the Bell Community Redevelopment Agency/Bell Community Housing Authority).

P
ending Items – None
N
ext Regular Meeting is Wednesday, January 28, 2026
I
, Angela Bustamante, City Clerk of the City of Bell, certify that a true, accurate copy of the foregoing agenda was posted January 9, 2026 at least seventy-two (72) hours prior to the meeting as required by law.
__________________________
Angela Bustamante, City Clerk

REGULAR MEETING OF THE

BELL CITY COUNCIL AND RELATED AGENCIES

January 14, 2026

5:00 P.M. Closed Session
7:00 P.M. Regular Session

INDEX

Agenda Category Item Number Page Numbers

CLOSED SESSION a – k

AGENDA & INDEX 1-8

PUBLIC HEARINGS None

BUSINESS SESSION 1 9-16
2 17-33
3 34-42
4 43-78
5 79
6 80
7 81-90
8 91-119

CONSENT CALENDAR 9 120-121
10 122-249

Copyright © 2021 ADP, Inc. Proprietary and Confidential.

Copyright © 2024 ADP, Inc.

January 14th, 2026
ADP® Proposal

Copyright © 2021 ADP, Inc. Proprietary and Confidential.

Agenda
 Introduction and About ADP
 Current State and Potential Risk
 How ADP can enhance compliance for City of Bell (i.e.

CalPERS, ACA Reporting, overtime, meal break
penalties, etc)
 ADP Service & Support Model
 Cost Proposal
Copyright © 2024 ADP, Inc.

Copyright © 2021 ADP, Inc. Proprietary and Confidential.

Your ADP team
Copyright © 2024 ADP, Inc.

EMILY BAHR
Up Market District Manager
Emily.Bahr@ADP .com
(203) 905-0462
MIKE O’HARA
Up Market Sales Executive
Mike.Ohara@ADP .com
(310) 957-6509
Mike is about to celebrate his 18th anniversary with
ADP . Originally hailing from Rhode Island, he has spent the last decade managing and developing high
preforming teams. Mike is known for building long-
term relationships with clients rooted in reliability,
strategic thinking, and a genuine commitment to each
organization’s success.

Emily has spent 11 years with ADP , where she has built a reputation for transparency, responsiveness, and a
client-first approach. Emily has worked with clients in New York and Los Angeles and believes in clear
communication, proactive partnership, and delivering
solutions that help organizations operate in confidence.

4Copyright © 2025 ADP, Inc. ADP Confidential

ADP HIGHLIGHTS
ALIGN
… the right HR infrastructure & support for your unique set of needs, circumstances & goals, to harness the
power of your people

OPTIMIZE
… your decision making by using robust, unbiased,
trend-based benchmarks & insights

PROTECT
… the health & growth of your business by focusing on
stability, security, & innovation
90,000
ADP Workforce
Now® clients
11 million
monthly mobile users in 32 languages
95%
Mid-market
retention rate

1.1M+
clients worldwide

3.1 trillion+
Annual payroll/tax processed
$6 billion
Total Tax Credits fueling
innovation
The most
comprehensive
suite of solutions and services
Pays 42+ million Workers paid across 140
countries (1 in 6 U.S. workers paid)

MID-MARKET

5Copyright © 2025 ADP, Inc. ADP Confidential

ADP SECURITY PILLARS

AN ADVANCED SECURITY INTELLIGENCE PLATFORM, COMBINED WITH LEADING-EDGE EXPERTISE, TO HELP

YOUR ORGANIZATION SECURE INFORMATION, PROTECT PRIVACY , AND MITIGATE RISK

COMPREHENSIVE
• 300+ security specialists
with leading-edge expertise​
• Global converged
security program​
• Operational risk controls
& policies, and alignment
with the NIST cyber
security framework​
• Annual External
Program Assessment

INNOVATIVE
• CSO reports into Chief
Administrative Officer instead
of CIO
• Multi-layered Security
• Annual investment dedicated to
security & data protection​
• Industry Recognized
and Awarded Security Program

TRUSTED
• 24 x 7 x 365
threat management centers
• Key industry alliances,
partnerships, and memberships
• Collaboration with federal and
internal law enforcement
agencies (FBI, US Secret Service,
Interpol, National Cyber Security
Alliance)

Copyright © 2019 ADP, LLC. Proprietary and Confidential.

Other California Cities ADP Partners With
Copyright © 2024 ADP, Inc.

Copyright © 2021 ADP, Inc. Proprietary and Confidential. 2026 Initiatives for City of Bell:

Focus on Affordable Care Act (ACA) Compliance Reporting to avoid any penalties or fines for non-compliance
Look to comply with Tax Deadlines, Quarterly and Year-End Reports, IRS Reporting, CalPERS Requirements, and Mandatory Compliance Reporting
Streamline timekeeping (currently Police Officers are honor-based, which is not compliant) and ensure California State-Mandated lunch breaks are accounted, attested to, and documented
Allow for Grant Based Reporting and timekeeping within one system Current State:
• 176 Employees (86 Full-T ime & 90 Part-Time)
• Using Springbrook for Financial Reporting
S
ystem and Electronic Timesheets
• Currently hiring through N eoGov
• Leveraging Labor Attorney for Bargaining
Gr
oups
• Pension and Benefits through CalPERS
Copyright © 2024 ADP, Inc.

Copyright © 2019 ADP, LLC. Proprietary and Confidential.

ADP BUSINESS CASE
Specific areas where ADP can provide value to City of Bell Account Management Support – Our
solution will give you a dedicated
Account Manager, your single-point of
contact who is cross-trained on the
system and helps with any questions or
any ongoing service needs.

MIKE O’HARA
Up Market Sales Executive
[email protected]
(310) 957-6509

EMILY BAHR
Up Market District Manager
[email protected]
(203) 905-0462
ACA Reporting – ADP will handle all ACA Reporting and distribute W2s and 1094/1095Cs for your employees. We will pull in and capture all medical information from CalPers via a report. We have ample reporting around ACA and will be able to look at the information on an employee- to-employee basis and see if there are any errors or issues beforehand.

Open Enrollment and CalPers Management – Dental and Vision enrollment will happen the ADP system. You can look at co-pays, deductibles, and we’ll capture waive reasons, and set up new hire reminders etc. This is effective dated and flows to payroll automatically with deduction rate etc. We will provide to you reporting for CalPers compliance through Insight E-Tools. Each pay period, Insight E-Tools automatically imports the necessary data from ADP and reconciles the payroll data with the report rules and the supplemental data needed to make sure CalPERS reporting is clean and accurate. We will provide an error-free report for you to submit to myCalPERS that’s prepared in minutes.

Copyright © 2024 ADP, Inc.

Compliance on Demand – ADP will
give City of Bell dependable access
to essential information on wage
and hour regulations,
comprehensive compliance
guidelines and best practices, and
resources designed to boost
productivity and facilitate efficient
research all through Compliance
on Demand.

Copyright © 2019 ADP, LLC. Proprietary and Confidential.

ADP BUSINESS CASE
Specific areas where ADP can provide value to City of Bell Onboarding – You will continue to recruit
in NEOGOV, but onboard through ADP .

When you hire a candidate, you will
simply enter in their basic information (i.e.
name, DOB, email) and they are ready to
go through the onboarding experience via
the ADP portal online or their mobile
device.

MIKE O’HARA
Up Market Sales Executive
[email protected]
(310) 957-6509

EMILY BAHR
Up Market District Manager
[email protected]
(203) 905-0462
Garnishment Tracking – You can manage all garnishments in the system by keying in their garnishment information – it’s all wizard based, so once you fill it in, we’ll handle it from there. We make payments directly to the agency.

Employee Self-Service – Our solution
gives your employees access to self-
service on their ADP portal or mobile app.

They can view/update personal
information (i.e. address changes, etc) and
we can set up levels of approval creating a
paper trail of when changes are made and
who approved them.

Time & Attendance – Our Workforce Manager timekeeping and scheduling solution will help enforce policies and streamline time and attendance processes.

Copyright © 2024 ADP, Inc.

AI Assistance for Employees & Administrators – AI is built into the system, so when upload your Employee Handbook your employees can ask questions around specific policies (i.e. dress code, PTO policy etc) and the AI will answer based on your policies. You can also ask the system to help with reporting (i.e. “show me a turnover report broken down by department”). Then you can pick a custom date range, choose what columns you need, and export.

Copyright © 2019 ADP, LLC. Proprietary and Confidential.

ADP FINANCIALS
ADP Workforce Now and Insights E-Tools Pricing
Essential Payroll Plus
Enhanced HR
IT Management Core
HCM Analytics
Benefit Administration
Health & Welfare Carrier
Connections
Workforce Manager Time and
Attendance
Compliance on Demand
Employment and Income Verification
MIKE O’HARA
Up Market Sales Executive
[email protected]
(310) 957-6509

EMILY BAHR
Up Market District Manager
[email protected]
(203) 905-0462
Copyright © 2024 ADP, Inc.
**Pricing is LOCKED for first 2 years. Year 3 will have a 2% increase. After that, pricing is subject to CPI Increases**

Copyright © 2021 ADP, Inc. Proprietary and Confidential.

Next Steps
Copyright © 2024 ADP, Inc.

September 16th October 2nd October 9th November 6th January 14th Process & cost
analysis
Executive
overview
Alignment,
feedback &
proposal
1 2 3 4 5
Demo of technology
& services
Decision

Company
Information
City Of Bell
6330 Pine Ave
Bell, CA 90201-1221
United States
Executive Contact
Gina  Skibar
Deputy Director oF HR and Risk
Management
[email protected]
9493717995

Employees Implementation
176 $17,750.00
Total Annual
$52,815.72
Expiration
1/20/2026
**
The Implementation Costs and Total Annual Investment listed out on this Investment Summary are estimates based on the services,
frequencies, recurring rates and pay counts outlined on the sales order and are shown for illustrative purposes only.

These
numbers are not binding amounts and shall not become incorporated into or made a part of any sales order or services agreement governing the services contemplated therein.

ADP Sales Associate
Emily Bahr

MA-UMDM
[email protected]

1 02-2025-692540 7

GLOBAL MASTER

SERVICES AGREEMENT
Ef
fective Date:  ___________, 20___
As between:

ADP
, INC.
(Referred to in this agreement as “ADP”)
One ADP Boulevard
Roseland, NJ  07068
-and- City Of Bell
(Referred to in this agreement as “Client”)
6330 Pine Ave
Bell,  CA  90201-1221
ADP
and Client agree that ADP shall provide Client with the following services in accordance with the terms set forth in this Global Master Services Agreement
and the applicable Sales Order (as defined herein):
• ADP Payroll Services – delivered via ADP Workforce Now

• ADP Compliance on Demand

• ADP DataCloud

• ADP Document Cloud

• ADP Marketplace

• ADP Time & Attendance Services

• ADP Workforce Now IT Management, Powered by Electric

• Benefit Services – delivered via ADP Workforce Now

• Employment Verification Services

• ESS & MSS Technology

• Essential ACA Services

• Human Resources Administration Services – delivered via ADP Workforce Now

ADP
, INC.

City Of Bell

Signature of Authorized Representative
Signature of Authorized Representative

Name - Please Print

Name - Please Print

T
itle

T
itle

Notwithstanding
any Investment Summary that may precede this Global Master Services Agreement and the page numbering below, this signature page is the first page of
the Global Master Services Agreement and the Investment Summary that precedes it is for illustration purposes only and shall not become part of the Global Master Services Agreement.

Appendices
• Sales Order

PROPRIET
ARY AND CONFIDENTIAL TO ADP, INC. Page 2

Global Master T
erms and Conditions
1   Definitions

1.1 ADP HCM Services. Only those Services, as defined below, that have been purchased by Client (as listed on the cover page, a Sales Order or otherwise) will be applicable.

1.1.1 ADP
Compliance on Demand. A workforce management solution that provides clients with access to information and best practice guidance. ADP Compliance on Demand may include access to (1) a self-service library of human resources compliance information, (2) an online community to collaborate with other clients, (3) Tier 1 human resources professionals available to support and assist clients with their workforce management administration requirements, and (4) Tier 2 compliance experts who are available for up to a total of four (4) contacts per year.

1.1.2 ADP Data Cloud
. Provide tools to analyze and understand data.

1.1.2.1 Analytics. Enables an employer to gain insight from data for key Human Capital Management (HCM) metrics.

1.1.3 ADP
Document Cloud. Integrated solution to support maintenance and retrieval of employee-specific documents via cloud- based technology.

1.1.4 ADP
Marketplace. Enable Client to build applications and/or purchase available applications via online store. Provide access to certain Client data stored in ADP systems via industry-standard Application Programming Interfaces (APIs).

1.1.5 ADP
Payroll Services. Administration and processing of payroll including performing gross-to-net calculations and generating and/or transmitting of payment instructions, and also including:

1.1.5.1 ADP
Employment Tax Services. Coordination of payroll-related tax and/or regulatory agency deposits, filings and reconciliations on behalf of employers.

1.1.5.2 ADP
Wage Garnishment Payment Services. Garnishment payment processing and disbursement of payments to appropriate Payees as directed by Client.

1.1.5.3 ADP
Wage Payment Services. Payment of wages, commissions, consulting fees, or similar compensation or work-related expenses in the employment context to employees and independent contractors via direct deposit, check or payroll debit cards, in each case only to the extent applicable.

1.1.5.4 Print
and Online Statement Services. Print and distribution of payroll checks, pay statements, and/or year-end statements, as well as online posting of pay statements and/or year-end statements.

1.1.5.5 State
Unemployment Insurance (SUI) Management Services. ADP becomes the unemployment insurance address of record. ADP requests the state to send unemployment insurance claims, charges, tax rates and related information to ADP and Client receives a quarterly summary of all claims.

1.1.6 ADP
Time & Attendance Services. Support of time-related services, including time data collection, employee scheduling, timecard reviews and approvals, and consistent application of time-related policies.

1.1.7 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.

1.1.8 Benefit
Services. T echnology to facilitate the administration of employee benefits, including applying eligibility rules, facilitating online enrollment and changes and calculating payroll deductions within a unified system, as well as providing data to carriers through ADP carrier connection services.

1.1.9 ESS
& MSS Technology. Employee self-service (ESS) and Manager self-service (MSS) functionality provides all Client Users (practitioners, managers and employees) 24x7 online access to ADP Application Programs.

1.1.10 Essential
ACA Services. 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 filing of Forms 1094-C and 1095-C, access to evidence of benefit offering information and benefit offering audit reports.

1.1.1 1 Human
Resources Administration Services . Administration of human resource functions using a unified system to process and audit employee lifecycle events, provide compliance tracking and reporting, including new hire reporting, and automate notification and approval processes via self-service/direct access, and also including:

1.1.1 1.1

WFN
EI-9 Services. Electronic I-9 administration and onboarding services to help facilitate and manage I-9 and related employment eligibility verification processes.

1.1.1 1.2

ADP
Workforce Now IT Management, Powered by Electric. Access to a solution provided by Electric AI, Inc. that enables Client practitioners to, among other things, procure and manage hardware for Client employees and independent contractors.

1.2 General.

PROPRIET
ARY AND CONFIDENTIAL TO ADP, INC. Page 3

1.2.1 “ADP”
has the meaning set forth on the cover page.

1.2.2 “ADP
Application Programs” means the computer software programs and related Documentation, including any updates, modifications or enhancements thereto, that are either delivered or made accessible to Client through a hosted environment by ADP in connection with the Services.

1.2.3 “ADPCheck” means checks printed and distributed by ADP to Payees pursuant to Client’s direction.

1.2.4 “ADPCheck Services” refers to ADP’s payment of Client’ s Payees for Permitted Payments through ADPCheck.

1.2.5 “ADP
Direct Deposit Services” means ADP’ s full service direct deposit services which includes ADP’s payment of Client’s Payees who have elected to receive Permitted Payments by direct deposit into an account at a financial institution of such Payee’s selection.

1.2.6 “Affiliate” means, with respect to any entity, any other entity that controls, is controlled by or under control with such first entity. For purposes of this Agreement, “control” (or variants of it) means the ability, whether directly or indirectly, to direct the management and corporate policies and actions of an entity by means of ownership, contract or otherwise. Client's Affiliates do not include third parties for whom Client is a service provider or provides outsourcing services.

1.2.7 “Agreement” means this Global Master Services Agreement, consisting of the signature pages, the Global Master Terms and Conditions, all exhibits, annexes, appendices, addenda and schedules, and each Amendment, if any.

1.2.8 “Amendment” means a written amendment to this Agreement modifying, supplementing or amending the terms and conditions of this Agreement.

1.2.9 “
API” means application programming interface.

1.2.10 “Biometric
Data” includes the information collected by timeclocks and software that use finger and/or hand scan technology, which potentially may include Biometric Identifiers and Biometric Information.

1.2.1 1 “Biometric
Identifier” means a retina or iris scan, fingerprint, voiceprint, or scan of hand or face geometry.

1.2.12 “Biometric
Information” means any information, regardless of how it is captured, converted, stored, or shared, based on an individual’s biometric identifier used to identify an individual.

1.2.13 “Biometric
Services” means services provided by ADP to Client via the use of timeclocks and software in connection with ADP’s provision of Time & Attendance Services, to the extent such timeclocks or software collect, store or use Biometric Data.

1.2.14 “Biometric
User” means Client’s employees or independent contractors who use Biometric Services to record their attendance, hours worked or other work-related data.

1.2.15 “Business
Day” means any day, except a Saturday, Sunday or a day on which ADP’s bank is not open for business in the applicable jurisdiction where services are provided by ADP.

1.2.16 “Cardholder”
means the Payees of Client who receive a Pay Card.

1.2.17 “Client”
has the meaning set forth on the cover page.

1.2.18 “Client
ACA Liaison” means the Client’s designated person who shall serve as ADP’s principal contact for Essential ACA Services.

1.2.19 “Client Content”
means all information and materials provided by Client, its agents or employees, regardless of form.

1.2.20 “Client Group” means Client and Client’s Af filiates listed in the Sales Order who are authorized to receive the Services.

1.2.21 “Client
Infringement Event” means (i) any change or enhancement in, or use of, the Services by Client or a third party on Client’s behalf other than at the direction of, or as approved by, ADP or (ii) Client's failure to use the most current release or version of any computer software programs included in the ADP Application Programs or any corrections or enhancements provided by ADP thereto (to the extent ADP requires Client to use the most current release or version of any computer software programs, the implementation of such shall be at no charge to Client).

1.2.22 “Confidential
Information” means all trade secrets, processes, proprietary data and documentation and any pricing and product information, Personal Data, the terms of this Agreement, and any other information that is confidential or proprietary provided by the disclosing party to the receiving party for use in connection with the Services or this Agreement, but does not include information that (i) the receiving party already knows prior to its disclosure by the disclosing party, (ii) becomes generally available to the public, except as a result of disclosure by the receiving party in violation of this Agreement or (iii) becomes known to the receiving party on a non-confidential basis from a source other than the disclosing party.

1.2.23 “
Data Security Breach” means a security breach as defined by applicable law or any incident that compromises the confidentiality, integrity, or availability of Personal Data.

1.2.24 “DHS” means the U.S. Department of Homeland Security.

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1.2.25 “Documentation”
means all manuals, tutorials and related materials that may be provided or made available to Client by ADP in connection with the Services.

1.2.26 “
Early Termination Fee” has the meaning set forth in Section 12.4.

1.2.27 “Effective Date” has the meaning set forth on the cover page.

1.2.28 “ERISA”
means Employee Retirement Income Security Act of 1974, as amended.

1.2.29 “E-V
erify” means the DHS’s employment eligibility verification program which allows participating employers to electronically verify the employment eligibility of each newly hired employee and/or employee assigned to a covered federal contract.

1.2.30 “Form I-9”
means the employment eligibility verification form issued by the DHS.

1.2.31 “
FCRA” means the Fair Credit Reporting Act, 15 U.S.C.
1681 et seq.

1.2.32 “Global
Master Terms and Conditions” means the terms and conditions contained in the main body of this document following the signature pages.

1.2.33 “
Go-Live Date” means the date of commencement of the first live processing of any given Service.

1.2.34 “I-9 Handbook”
means the current USCIS Handbook for Employers: Instructions for Completing Form I-9 (M-274).

1.2.35 “Identity
Verification Documents” means the documents that meet the federal requirements for verifying a Payee’s identity and eligibility to work in the U.S. (e.g., (i) a passport, (ii) a U.S. issued driver’s license or picture identification card issued by a state or U.S. federal agency and social security card, or (iii) a U.S. issued driver’s license and birth certificate).

1.2.36 “Implementation Services” means the Services to be performed in order to commence ongoing Services.

1.2.37 “Improvements” has the meaning set forth in Section 5.4.

1.2.38 “Indemnitee”
has the meaning set forth in Section 6.3.

1.2.39 “Indemnitor”
has the meaning set forth in Section 6.3.

1.2.40 “Initial T
erm” means the period beginning as of the Ef
fective Date and ending three (3) years after the date of Client's first monthly invoice for Services.

1.2.41 “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.

1.2.42 “Internal
Business Purposes” means the usage of the Services, including the ADP Application Programs, exclusively by the Client Group for its own internal business purposes, without the right to provide service bureau or other data processing services, or otherwise share or distribute the Services.

1.2.43 “Issuing Bank”
means the financial institution selected by ADP that issues the Pay Card.

1.2.44 “NACHA” means the National Automated Clearing House Association.

1.2.45 “Payee” means any intended recipient of payments under the Payment Services and may include Client’s employees, taxing
authorities, governmental agencies, suppliers, benefit carriers and/or other third parties; provided that in the case of ADP Wage Payment Services, Payee shall be limited to Client’s employees and independent contractors.

1.2.46 “Payment
Services” means Services that involve electronic or check payments being made by ADP to third parties on Client’s behalf and at its direction.

1.2.47 “Pay Card” means the pre-paid card issued to Client’s Payees for Permitted Payments.

1.2.48 “Pay Card Services” refers to ADP’s payment of Client’ s Payees through a Pay Card issued by the Issuing Bank.

1.2.49 “Permitted
Payment” means the legal payment of wages, commissions, consulting fees or similar compensation or work- related expenses in the employment context.

1.2.50 “Personal Data
” means any information relating to an identified or identifiable natural person. An identifiable 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.

1.2.51 “Plan”
means Client’s plan, including a group health plan, as identified by Client for the applicable Services.

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1.2.52 “Plan Administrator” means the appropriate plan administrator as defined in Section 3(16)(A) of ERISA and Section 414(g) of the Internal Revenue Code of 1986, as amended.

1.2.53 “Regulation E” means the Federal Reserve Board, Regulation E (12 CFR 1005).

1.2.54 “Sales Order(s) ” means the document(s) between the parties that lists the specific Services purchased by Client Group from ADP.

1.2.55 “Services” means the services listed on the cover page of this Agreement (including Implementation Services related thereto and ADP Application Programs), and such other services as the parties may agree to be performed from time to time.

1.2.56 “SOC 1 Reports” has the meaning set forth in Section 9.1.

1.2.57 “Strategic Carrier Partner” means a carrier that participates in ADP’ s strategic carrier partner program.

1.2.58 “Technology Credit” means funds paid by a Strategic Carrier Partner and applied by ADP to Client’ s invoice for benefit administration fees.

1.2.59 “Term” means the Initial Term together with any other renewal periods thereafter.

1.2.60 “T ermination Event ” means with respect to any party, the occurrence of any of the following: (i) under the applicable bankruptcy laws or similar law regarding insolvency or relief for debtors, (A) a trustee, receiver, custodian or similar officer is appointed for a party’s business or property, (B) a party seeks to liquidate, wind-up, dissolve, reorganize or otherwise obtain relief from its creditors, or (C) an involuntary proceeding is commenced against a party and the proceeding is not stayed, discharged or dismissed within thirty (30) days of its commencement, or (ii) a party’s Standard and Poor’s issuer credit rating falls to or below BB.

1.2.61 “Time & Attendance Hardware” means timeclocks and other time collection devices provided to Client by ADP in connection with the ADP Time & Attendance Services.

1.2.62 “Unauthorized Third Party” means any commercial third party or business that seeks to access or accesses ADP Application Programs using the account credentials (e.g., username and password) of a User even if such User has provided consent.

1.2.63 “USCIS” means U.S. Citizenship and Immigration Services.

1.2.64 “User” means any single natural person who, subject to the terms of this Agreement, is an employee or independent contractor of Client authorized by Client to use, access or receive the Services.

1.2.65 “Verification Agent” means ADP and its subcontractors through which Employment V erification Services are performed.

1.2.66 “Verification Data” means employment, job and income information and Personal Data.

1.2.67 “Verifiers” means commercial, private, non-profit and governmental entities and their agents.

2   Provision and Use of Services

2.1 Provision of Services. ADP, or one of its Affiliates, will provide the Services to Client Group in accordance with the terms of this Agreement. 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. ADP’s performance of the Services (including any applicable implementation activities) is dependent upon the timely completion of Client’s responsibilities and obligations under this Agreement.

2.2 Cooperation. Client will cooperate with ADP as reasonably necessary to implement and provide the Services. Client will, in a timely manner, execute and deliver all necessary documents, forms, or instruments (such as, to the extent applicable, reporting agent authorization, client account agreement, pre-authorized debit terms, limited powers of attorney, anti-money laundering/“Know Your Client” forms), provide ADP with all reasonable and necessary Client Content in the format requested by ADP, and otherwise assist ADP as required.

2.3 Use of Services.  Client will use the Services in accordance with the terms of this Agreement and solely for its own Internal Business Purposes. Client will be responsible for the use of the Services by the Client Group and the Users in accordance with the terms of this Agreement. Client understands and agrees that only Users are permitted to access and use ADP Application Programs (and that access by Unauthorized Third Parties is not permitted) and will reasonably cooperate with ADP to limit access to such persons. Client is responsible for the accuracy and completeness of the Client Content provided to ADP. ADP Workforce Now is designed for the United States and Canada and enables the processing of HR data for global human capital management needs. Client may, at its discretion, enable ADP Workforce Now functionality in other jurisdictions, except when prohibited by applicable law. ADP makes no representation or warranty that such global use comports with any local laws, regulations or directives outside the United States and Canada. Furthermore, if Client during the implementation process or as part of the ongoing Services configures the ADP Application Programs to process additional data elements beyond those data elements that are required by ADP to perform the Services, Client will remain solely responsible for such configurations, including the processing of Personal Data pursuant to applicable law.

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2.4 Errors.

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.

2.5 Records.

Unless expressly included as a part of the Services, and without prejudice to ADP’s obligation to retain the data necessary for the provision of the Services, 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 law or Client’s internal policies.

2.6 Third
Party Services Available through or Integrated with the Services. At times, ADP may make available to Client through the Services, or integrate the Services with, the services of a third party, either through a link, integration, or otherwise. ADP reserves the right to terminate such links, services or integrations at any time for any reason. If Client uses any third party services that are integrated with or linked to the Services which require the transmission, use, sharing, access or exchange of Client Content or any other payroll or other data or information provided to ADP or the third party by Client, Client is expressly agreeing to the transmission, use, sharing, access and exchange of such data between ADP and the third party. Client’s use of any third party services will be governed by any terms Client agrees to with the third party and in the event of any conflict between the terms of this Agreement and any third party terms, the terms of this Agreement will apply to the provision of the Services by ADP to Client.

3   Compliance

3.1 Applicable
Laws. Each party will comply with laws and regulations that affect its business generally, including any applicable anti- bribery, export control, computer fraud and data protection laws.

3.2 Design
of the Services. ADP will design the Services, including the functions and processes applicable to ADP’s 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 regulatory requirements and (ii) the consequences of any instructions that it gives to ADP, including as part of the implementation of the Services, provided ADP follows such instructions. Services do not include any legal, financial, regulatory, benefits, accounting or tax advice.

3.3 Online
Statements. If Client instructs ADP to provide online pay statements, Forms W2, Forms 1099, or Forms 1095-C 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, Forms 1099, or Forms 1095-C satisfies Client’s obligations under applicable laws and the consequences resulting from such determinations.

3.4 Pay
Card Services. Notwithstanding anything to the contrary in Section 3.2, ADP shall be responsible for compliance with requirements of Regulation E applicable to financial institutions with respect to prepaid card accounts, provided Client will fulfill the compliance responsibilities of Regulation E that Client controls, including: (a) Client will distribute to its Payees all documentation (including without limitation, Pay Card fee schedule and Cardholder Terms and Conditions) that ADP makes available to Client for distribution purposes, and (b) Client will not mandate or unduly influence that any Payee receive Permitted Payments only on the Pay Card; in lieu of such mandate, Client will provide to Payees other legally permissible options for payment of Permitted Payments.

Client agrees that it will not rely solely on its use of the Pay Card Services in complying with any laws and governmental regulations and that it will comply with the financial industry rules and compliance standards imposed by various card/payment networks or associations (e.g., related to such things as card security and fraudulent or impermissible use of Pay Cards).

3.5 Data
Privacy Appendix. ADP’s Data Privacy Appendix, located at https://contracts.adp.com/#data-privacy, is incorporated by reference into this Agreement.

4   Confidentiality

4.1 General
. All Confidential Information disclosed under this Agreement will remain the exclusive and confidential property of the disclosing
party. The receiving party will not disclose to any third party the Confidential Information of the disclosing party and will use at least the same degree of care, discretion and diligence in protecting the Confidential Information of the disclosing party as it uses with respect to its own confidential information. The receiving party will limit access to Confidential Information to its employees and independent contractors with a need to know the Confidential Information and will instruct those employees and independent contractors to keep such information confidential. ADP may disclose Client’s Confidential Information on a need to know basis to (i) ADP's subcontractors who are performing the Services, provided that ADP shall remain liable for any unauthorized disclosure of Client’s Confidential Information by those subcontractors, (ii) employees of ADP’s Affiliates, provided such employees are instructed to keep the information confidential as set forth in this Agreement and (iii) social security agencies, tax authorities and similar third parties, to the extent strictly necessary to perform the Services. ADP may use Client’s and its employees’ and other Services recipients’ information in an aggregated, anonymized form, such that neither Client nor such person may be identified, and Client will have no ownership interest in such aggregated, anonymized data. Client authorizes ADP to release employee-related data, and such other data as required to perform the Services, to third party vendors of Client as designated by Client from time to time.

Notwithstanding the foregoing, the receiving party may disclose Confidential Information (x) to the extent necessary to comply with any law, rule, regulation or ruling applicable to it, (y) as appropriate to respond to any summons or subpoena or in connection with any litigation and (z) to the extent necessary to enforce its rights under this Agreement.

4.2 Return
or Destruction. Upon the request of the disclosing party or upon the expiration or earlier termination of this Agreement, and to the extent feasible, the receiving party will return or destroy all Confidential Information of the disclosing party in the possession of the receiving party, provided that each party may maintain a copy if required to meet its legal or regulatory obligations and may maintain archival copies stored in accordance with regular computer back-up operations. To the extent that any portion of Confidential Information of a disclosing party remains in the possession of the receiving party following expiration or earlier termination of this

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Agreement, such Confidential Information shall remain subject to the generally applicable statutory requirements and the confidentiality protections contained in Section 4.1.

5   Intellectual Property

5.1 Client
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 inherent therein and pertaining thereto, are owned exclusively by Client or its licensors. Client hereby grants to ADP for the Term 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.

5.2 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 a personal, non-exclusive, non-transferable, royalty-free license to use and access the ADP Application Programs solely for the Internal Business Purposes in the United States and Canada and solely up to the maximum number of Users (if any) indicated in the Sales Order. The ADP Application Programs 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, recompile, disassemble, reverse engineer, or make or distribute any other form of, or any derivative work from, such ADP materials.

5.3 Ownership
of Reports. Client will retain ownership of the content of reports and other materials that include Client 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 other 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-free license 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 outside the Client Group.

5.4 Improvements. ADP will make available to Client, at no additional cost, software improvements, enhancements, or updates to any ADP Application Programs that are included in the Services (collectively “ Improvements”) if and as they are made generally available by ADP at no additional cost to ADP’s other clients using the same ADP Application Programs as Client and receiving the same Services as Client. All Improvements provided under this Section 5.4 shall be considered part of the ADP Application Programs. If Client fails to implement Improvements provided or made available to Client by ADP, ADP shall be relieved of any responsibility for errors or degradation in the Services and shall have no obligation to provide support for the ADP Application Programs.

5.5 Third
Party Software. Notwithstanding Sections 5.1 through 5.4, ADP Time & Attendance Services shall be subject to the additional licensing or access terms set forth https://www
.adp.com/WorkforceManagerTerms.

6   Indemnities

6.1 ADP
Indemnity. Subject to the remainder of this Section 6.1, and Sections 6.3 and 7, ADP will defend Client against any third party claims and will indemnify and hold Client harmless from any resulting damage awards or settlement amounts in any cause of action to the extent such cause of action is based on a claim alleging that the Services or ADP Application Programs, as provided by ADP and used in accordance with the terms of this Agreement, infringe upon any Intellectual Property Rights of a third party in the United States. The foregoing infringement indemnity will not apply and ADP will not be liable for any damages assessed in any cause of action to the extent resulting from a Client Infringement Event or ADP’s use of Client Content as contemplated by this Agreement. If any Service is held or believed to infringe on any third-party’s Intellectual Property Rights, ADP may, in its sole discretion, (i) modify the Service to be non-infringing, (ii) obtain a license to continue using such Service, or (iii) if neither (i) nor (ii) are practical, terminate this Agreement as to the infringing Service and return to Client any unearned fees prepaid by Client to ADP.

6.2 Client
Indemnity. Subject to Sections 6.3 and 7, Client will defend ADP against any third party claims and will indemnify and hold ADP harmless from any resulting damage awards or settlement amounts in any cause of action to the extent such cause of action is based on the occurrence of a Client Infringement Event or ADP’s use of Client Content as contemplated by this Agreement.

6.3 Indemnity
Conditions. The indemnities set forth in this Agreement are conditioned on the following: (i) the party claiming indemnification (the “Indemnitee”) shall promptly notify the indemnifying party (the “Indemnitor”) of any matters in respect of which it seeks to be indemnified, and shall give the Indemnitor full cooperation and opportunity to control the response thereto and the defense thereof, including without limitation any settlement thereof, (ii) the Indemnitor shall have no obligation for any claim under this Agreement if the Indemnitee makes any admission, settlement or other communication regarding such claim without the prior written consent of the Indemnitor, which consent shall not be unreasonably withheld, and (iii) the Indemnitee’s failure to promptly give notice to the Indemnitor shall affect the Indemnitor’s obligation to indemnify the Indemnitee only to the extent the Indemnitor’s rights are materially prejudiced by such failure. The Indemnitee may participate, at its own expense, in such defense and in any settlement discussions directly or through counsel of its choice.

7   Limit on Liability

7.1 Ordinary
Cap. Notwithstanding anything to the contrary in this Agreement and subject to the remainder of this Section 7, neither party’s aggregate liability in any calendar year shall exceed an amount equal to six (6) times the average ongoing monthly Services fees paid or payable to ADP by Client during such calendar year for all Services (the “Ordinary Cap”).

7.2 Extraordinary
Cap. As an exception to Section 7.1, if damages arise from a breach of Section 4 (Confidentiality), Section 9.3 (Data Security) or Section 9.4 (Unauthorized Third Party Access), the Ordinary Cap will be increased by an additional six (6) times the average ongoing monthly Services fees paid or payable to ADP by Client during such calendar year for all Services (the “Extraordinary Cap”). For the avoidance of doubt, in no case shall either party’s aggregate liability in any calendar year under this

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Agreement exceed an amount equal to twelve (12) times the average monthly ongoing Services fees paid or payable to ADP by Client during such calendar year for all Services.

7.3 Matters not Subject to the Cap. The foregoing limits on liability shall not apply to the following:

7.3.1 Client’s funding obligations in connection with the Payment Services;

7.3.2 Loss or misdirection of Client funds in possession or control of ADP due to ADP’s error or omission;

7.3.3 In connection with the ADP Employment Tax Services, (i) 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 (ii) all tax penalties resulting from ADP’s error or omission in the performance of such Service. The provisions of this Section 7.3.3 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;

7.3.4 Either party’s gross negligence, or willful, criminal or fraudulent misconduct;

7.3.5 The infringement indemnity set forth in Section 6.1 and 6.2;

7.3.6 Client’s biometrics indemnity set forth in Section 14;

7.3.7 Client’s obligations to pay the fees for Services; and

7.3.8 ADP’s obligations to provide credit monitoring as set forth in Section 10.2.

7.4 Mitigation of Damages. ADP and Client will each use reasonable efforts to mitigate any potential damages or other adverse consequences arising from or related to the Services.

7.5 No Consequential Damages. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT AND ONLY TO THE

EXTENT PERMITTED BY APPLICABLE LAW, NONE OF ADP, CLIENT OR ANY ISSUING BANK WILL BE RESPONSIBLE FOR

SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR OTHER SIMILAR DAMAGES (INCLUDING DAMAGES FOR LOSS OF

BUSINESS OR PROFITS, BUSINESS INTERRUPTIONS OR HARM TO REPUTATION) THAT ANY OTHER PARTY OR ITS

RESPECTIVE AFFILIATES MAY INCUR OR EXPERIENCE IN CONNECTION WITH THIS AGREEMENT OR THE SERVICES,

HOWEVER CAUSED AND UNDER WHATEVER THEORY OF LIABILITY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. The foregoing exclusion shall not apply to claims for consequential damages arising from (i) ADP’s or Client’s gross negligence or willful, criminal or fraudulent misconduct, (ii) Client or Client’s Users sharing or allowing access to a User’s password, User ID, or other form of user authentication, or (iii) ADP’s or Client’s breach or breaches of Section 4.1 or Section 9.3 under this Agreement; provided however, that any consequential damages recovered by Client or ADP in a calendar year for claims pursuant to Sections 7.5(ii) and 7.5(iii) will be subject to the Extraordinary Cap set forth in Section 7.2 above.

8   Warranties and Disclaimer

8.1 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 (ii) this 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.

8.2 DISCLAIMER. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, ALL SERVICES, ADP APPLICATION PROGRAMS AND EQUIPMENT PROVIDED BY ADP OR ITS SUPPLIERS ARE PROVIDED “AS IS” AND ADP AND ITS LICENSORS AND

SUPPLIERS EXPRESSLY DISCLAIM ANY WARRANTY, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY

IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, NON-

INTERRUPTION OF USE, AND FREEDOM FROM PROGRAM ERRORS, VIRUSES OR ANY OTHER MALICIOUS CODE, WITH

RESPECT TO THE SERVICES, THE ADP APPLICATION PROGRAMS, ANY CUSTOM PROGRAMS CREATED BY ADP OR ANY THIRD-PARTY SOFTWARE DELIVERED BY ADP AND RESULTS OBTAINED THROUGH THE USE THEREOF.

9   Security and Controls

9.1 Service Organization Control Reports. Following completion of implementation of any applicable Services, ADP will, at Client’s request and at no charge, provide Client with copies of any routine Service Organization Control 1 reports (“ SOC 1 Reports”) (or any successor reports thereto) that are both directly related to those Services provided hereunder for Client and already released to ADP by the public accounting firm producing the report. SOC 1 Reports are ADP Confidential Information and Client will not distribute or allow any third party (other than its independent auditors) to use any such report without the prior written consent of ADP. Client will instruct its 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.

9.2 Business Continuity; Disaster Recovery. ADP maintains a commercially reasonable business continuity and disaster recovery plan and will follow such plan.

9.3 Data Security. ADP has an established information security program containing appropriate administrative, technical and physical measures to protect Client data (including Personal Data) against accidental unlawful or unauthorized destruction, alteration, unauthorized disclosure or access consistent with applicable laws. In the event ADP suspects any unauthorized access to, or use of, the Services and ADP Application Programs, ADP may suspend access to the Services to the extent ADP deems necessary to preserve the security of ADP, Client or User data.

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9.4 Unauthorized Third Party Access. Client and its Users are responsible for maintaining the security and confidentiality of any password, User ID, or other form of user authentication involved in obtaining access to ADP Application Programs, and Client and its Users shall not disclose any confidential account access credentials or related information to Unauthorized Third Parties.

10   Data Security Breach

10.1 Notification. If ADP becomes aware of a Data Security Breach of Client’s Personal Data, ADP will take appropriate actions to contain, investigate and mitigate the Data Security Breach. ADP shall notify Client without undue delay after becoming aware that a Data Security Breach has occurred, unless otherwise required or instructed by law enforcement or regulatory authority. ADP will share information in its possession with Client for Client to determine any regulatory reporting obligations required by applicable law.

10.2 Other ADP Obligations. In the event that a Data Security Breach is the result of the failure of ADP to comply with the terms of this Agreement, ADP shall, to the extent legally required or otherwise necessary to notify the individuals of potential harm, bear the actual, reasonable costs of notifying affected individuals. 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. In addition, where notifications are required, and where such monitoring is practicable and customary, ADP shall also bear the cost of one year of credit monitoring to affected individuals in the applicable jurisdictions.

11   Payment Terms

11.1 Fees and Fee Adjustments. Client shall pay to ADP the fees and other charges for the Services as set forth in the Sales Order. The recurring Services fees (excluding delivery, tax and banking (including reverse wire), jurisdiction, year-end and maintenance fees) will remain fixed during the first two years of the Initial Term. During the third year of the Initial Term, ADP will increase such recurring Services fees by 2%. After the Initial Term, ADP may modify such fees on an annual basis upon thirty (30) days’ prior written notice to Client. The fees presented in any Sales Order were calculated based upon particular assumptions relative to Client requirements (including funding requirements), specifications, volumes and quantities as reflected in the applicable Sales Order and related documentation, and if Client’s actual requirements vary from what is stated, ADP may adjust the fees based on such changes. The fees do not include any customizations to any Service.

11.2 Additional Services and Charges. Any Services provided to Client but not included in a Sales Order will be provided subject to the terms of this Agreement and charged at the applicable rates as they occur; and those services will be considered to be “Services” for purposes of this Agreement. Additional charges may be assessed to Client in relation to the performance of the Services in certain circumstances, including without limitation, late funding, an insufficient funds notification and emergency payment requests from Client.

11.3 Fees for Implementation Services. Implementation fees are due and payable by Client upon the Go-Live Date for such Services.

However, if (i) this Agreement or any Service is terminated after Implementation Services have started but before the applicable Go- Live Date or (ii) Client fails to reasonably cooperate with ADP in connection with the Implementation Services such that ADP is unable to complete such Implementation Services, then ADP may terminate this Agreement or any Service upon written notice to Client and, in each case, thirty percent (30%) of the total non-discounted implementation fees set forth in the Sales Order shall be immediately due and payable by Client.

11.4 Invoicing. ADP will notify Client of all applicable Services fees payable by Client by way of invoice or other method (i.e. ADP’s on-line reporting tool). Client will pay the amount on each invoice or such other similar document in full pursuant to the agreed upon method of payment set forth in the Sales Order. All amounts not paid when due are subject to a late payment charge of one and one-half percent (1.5%) per month (not to exceed the maximum allowed by applicable law) of the past due amount from the due date until the date paid.

11.5 Currency. Client shall pay the fees in US dollars.

11.6 Taxes. Unless Client provides ADP a valid tax exemption or direct pay certificate, Client will pay directly, or will pay to ADP, an amount equal to all applicable taxes or similar fees levied or based on the Agreement or the Services, exclusive of taxes based on ADP's net income.

11.7 Postage, Shipping, Travel and Out-of-Pocket Expenses . ADP will invoice Client for postage charges, delivery charges, other third party charges, reasonable preapproved travel expenses, and travel-related out-of-pocket expenses, as necessary to provide the Services.

11.8 Funding Requirements and Disbursement Disclosures. With respect to Payment Services to be deducted by ACH or Pre- Authorized Debit, Client must have sufficient good funds for payment of the payroll obligations, tax filing obligations, wage garnishment deduction obligations, service fees (as applicable), expenses, and any other applicable charges, to be direct debited from Client’s designated account no later than one (1) Business Day prior to the pay date for the applicable payroll (in the case of payroll processing services), or as otherwise agreed by the parties. For reverse wire clients, funds must be available (a) by 6:00 a.m. Pacific time on the Business Day immediately before the associated payroll check date (in the case of the ADP Employment Tax Services) and (b) by 6:00 a.m. Pacific time two (2) Business Days prior to the associated payroll check date for all other Payment Services. In consideration for the additional costs incurred by ADP in providing wire transfer service, Client agrees to pay a reasonable fee for each wire transfer. Notwithstanding the foregoing, ADP reserves the right to modify the aforementioned deadlines at any time and will communicate any such modifications to Client.

11.9 Change Control. In the event either party requests a change in the scope of Services (including implementation services) or any rework is required by ADP as a result of a delay by Client in implementation of any Services (each a “ Change Control Item ”), the parties shall address such change request, if possible via ADP’s change control process. Change Control Items and the cost associated with such changes (if any) to the Services shall be mutually agreed to by the parties and shall be defined in a statement of work agreed to by the parties, with the exceptions of Change Control Items that are required to be made by law or regulation applicable to the Services or to the duration of implementation services, which ADP will notify Client of prior to making the change.

PROPRIETARY AND CONFIDENTIAL TO ADP, INC.

12  Term; Termination; Suspension

12.1 Term; Termination for Convenience. This Agreement is effective for the Initial Term and will automatically continue to be in effect thereafter until terminated by either party in accordance with the terms hereof. At any time after the Effective Date and subject to the Early Termination Fee set forth below, either party may terminate this Agreement or any Service upon ninety (90) days’ prior written notice to the other party (except as otherwise set forth in this Section 12).

12.2 Termination for Cause. Either party may terminate this Agreement for the other’s material breach of this Agreement if such breach is not cured within sixty (60) days following notice thereof or in the event either party is the subject of a Termination Event. In addition, ADP may terminate this Agreement in the event Client fails to timely pay fees for Services performed within ten (10) days following notice that such fees are past due. ADP may also terminate this Agreement or the Services immediately on written notice to Client if the provision of Service to Client causes or will cause ADP or its Affiliates to be in violation of any laws, rules or regulations applicable to it including any sanction laws applicable to ADP or any Affiliate.

12.3 Suspension. Without limiting the foregoing, the parties agree that Payment Services involve credit risk to ADP. Payment Services may be suspended by ADP (A) immediately following notice to Client (i) that Client has failed to remit sufficient, good and available funds within the deadline and via the method of delivery agreed upon as it relates to the applicable Payment Services, or (ii) if Client breaches any rules promulgated by the NACHA (or other similar local regulator) as it relates to ADP conducting ACH (or similar electronic payment) transactions on behalf of Client, and (B) with 24 hour notice if: (i) a bank notifies ADP that it is no longer willing to originate debits from Client’s account(s) or credits for Client’s behalf for any reason or (ii) the authorization to debit Client’s account is terminated or ADP reasonably believes that there is or has been fraudulent activity on the account. If the Payment Services are terminated or suspended pursuant to Sections 12.2 or 12.3, Client acknowledges that ADP shall be entitled to allocate any funds in ADP’s possession that have been previously remitted or otherwise made available by Client to ADP relative to the Payment Services in such priorities as ADP may determine appropriate, including reimbursing ADP for payments made by ADP on Client’s behalf to a third party. If the Payment Services are terminated by ADP, Client understands that it will (x) immediately become solely responsible for all of Client’s third party payment obligations covered by the Payment Services then or thereafter due (including, without limitation, for ADP Employment Tax Services, any and all penalties and interest accruing after the date of such termination, other than penalties and interest for which ADP is responsible under Section 7.3.3), and (y) reimburse ADP for all payments properly made by ADP on behalf of Client to any Payee , which has not been paid or reimbursed by Client. If the Payment Services remains suspended for 30 days, the affected Payment Service shall be deemed terminated on the 31st day following suspension.

12.4 Early Termination Fee. In order for ADP to recoup certain costs associated with the Services provided under the Agreement in the event of an early termination prior to the expiration of the Initial Term, if Client terminates the Agreement for convenience pursuant to Section 12.1 or ADP terminates Agreement pursuant to Section 12.2 or 12.3, Client shall reimburse ADP for ADP's costs which shall be three (3) times the average monthly fee for the Services (the "Early Termination Fee"). If monthly fees for Services have not been payable at the time of termination, the average monthly fees shall be equal to the estimated monthly fees that would have been payable under the Agreement.

12.5 Additional Termination Provisions.

12.5.1 Additional Termination Provisions for Pay Card Services. In addition to any other terms and conditions of the Agreement, ADP may terminate the Pay Card Services as follows: (i) the Pay Card Services (or any feature thereof) in any designated jurisdiction may be terminated on 60 days’ notice to Client if ADP or the Issuing Bank believes that any changes in any card network rules or NACHA rules, or changes to, or interpretations of, applicable law by any federal, state or local governmental authority, or any formal or informal order, instruction or directive communicated to ADP or the Issuing Bank by such authority make it commercially impractical to continue to provide the Pay Card Services (or any feature thereof) in such jurisdiction; or (ii) the Issuing Bank cancels the Pay Cards issued on behalf of Client (e.g., due to Client’s non-compliance with its obligations) or advises ADP that it is no longer willing to service the Pay Card, provided that in such later instance ADP shall take commercially reasonable steps to engage a successor Issuing Bank, and provided further that ADP shall not be liable for any delay in providing the Pay Card Services during such search for a successor Issuing Bank.

12.5.2 Additional Termination Provisions for ADP Employment Tax Services. If the ADP Employment Tax Services in the United States are terminated, Client’s access to ADP websites containing Client’s data will expire 90 days from the effective date of the termination, and Client will be responsible for downloading all relevant data, including Statements of Deposit (SODs) prior to the expiration of such access.

12.5.3 Additional Termination Provisions for Employment Verification Services . ADP may, in its sole discretion, terminate the Employment Verification Services at any time upon 90 days prior written notice to Client should a Verification Agent notify ADP that it is no longer willing to provide the Employment Verification Services and ADP, after taking commercially reasonable steps, cannot engage a successor Verification Agent.

12.5.4 Additional Termination Provisions for ADP Time & Attendance Services. If ADP determines that Client has failed to comply with any potentially applicable laws and regulations applicable to the Biometric Services, ADP may, in its sole discretion and upon notice to Client, immediately suspend or terminate the Biometric Services.

12.5.5 Additional Termination Provisions for Essential ACA Services . If ADP reasonably determines that it can no longer provide all or any portion of Essential ACA Services due to changes in applicable law or application of existing law, ADP may, in its sole discretion and upon notice to Client, immediately terminate the applicable portion of Essential ACA Services.

12.5.6 Additional Termination Provision for ADP Workforce Now IT Management, Powered by Electric. Client’ s access to ADP Workforce Now IT Management, Powered by Electric may terminate if (i) Human Resources Administration Services are terminated, (ii) the agreement between ADP and Electric AI, Inc. terminates or otherwise expires or (iii) the agreement between Client and Electric AI, Inc. terminates or otherwise expires.

PROPRIETARY AND CONFIDENTIAL TO ADP, INC.

12.5.7 Additional Suspension for ADP Compliance on Demand. ADP may, in its sole discretion, immediately suspend access to ADP Compliance on Demand without prior notice to Client in the event Client posts or otherwise distributes any content online that is (i) inappropriate or otherwise objectionable, (ii) potentially violates the privacy or publicity right of a third party, or (iii) advertises any other site or business. In the event Client continues to post or distribute such content after access to ADP Compliance on Demand is restored, ADP shall have the right to terminate ADP Compliance on Demand.

13   Post Termination

13.1 Scope. At any time prior to the termination of Client's access to the ADP Application Programs, Client may download Client's information or reports available to it in conjunction with all of the Services provided to Client by ADP. Under no circumstances will ADP be required to provide any third party with access to the ADP Application Programs, ADP's intellectual property or any Confidential Information of ADP.

13.2 Past Due Amounts. If ADP has terminated this Agreement due to Client’s failure to pay fees, ADP’s obligations in Section 13.1 will be subject to Client’s payment of all past due amounts and ADP may require Client to prepay for any services.

14   Additional Terms

14.1 ADP Employment Tax Services.  The following additional terms and conditions apply to the ADP Employment T ax Services:

14.1.1 Important Tax Information (IRS Disclosure) for U.S. Only. Notwithstanding Client’s engagement of ADP to provide the ADP Employment Tax Services in the United States, please be aware that Client remains responsible for the timely filing of payroll tax returns and the timely payment of payroll taxes for its employees. The Internal Revenue Service recommends that employers enroll in the U.S. Treasury Department’s Electronic Federal Tax Payment System (EFTPS) to monitor their accounts and ensure that timely tax payments are being made for them, and that online enrollment in EFTPS is available at www.eftps.gov; an enrollment form may also be obtained by calling (800) 555-4477; that state tax authorities generally offer similar means to verify tax payments; and that Client may contact appropriate state offices directly for details.

14.2 Benefit Services.  The following additional terms and conditions apply to the Benefit Services:

14.2.1 Benefits Liaison. Client shall designate in writing to ADP one or more contacts for the Benefit Services to serve as the Client Benefits Liaison, and such Client Benefits Liaison shall have the authority to (i) provide information, instructions and direction on behalf of the Client, each Plan Administrator and, if applicable, each “fiduciary” (as defined in Section 3(21) of ERISA) of each separate Plan, and (ii) grant or provide approvals (other than Amendments) required or permitted under the Agreement in connection with the Benefit Services.

14.2.2 Compliance of Benefit Plans. Client shall furnish to ADP all necessary information and data for each Plan. Client shall be responsible for the final preparation, approval and submission of Plans and related amendments to applicable governmental authorities. Client is responsible for, and shall take measures required under state and federal law to assure the qualification and compliance of the Plans with such laws.

14.2.3 Disclaimer. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN OR IN THE 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(g) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, RESPECTIVELY, NOR IS ADP A “FIDUCIARY” WITHIN THE MEANING OF ERISA SECTION 3(21), NOR IS ADP A “HEALTH CARE CLEARINGHOUSE” WITHIN THE MEANING OF SECTION 1171 OF THE HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY ACT OF 1996, AS AMENDED (“HIPAA”) AND CLIENT SHALL NOT REQUEST OR OTHERWISE REQUIRE ADP TO ACT AS SUCH. FURTHER, ADP DOES NOT PROVIDE

CLAIMS PROCESSING OR ANY OTHER COVERED FUNCTION WHICH WOULD CAUSE ADP TO BE CONSIDERED A BUSINESS ASSOCIATE AS DEFINED AT 45 CFR §160.103. ALL ENROLLMENT INFORMATION AND RELATED DATA COLLECTED BY ADP IS ON BEHALF OF CLIENT AND NOT ANY EMPLOYER-SPONSORED BENEFIT PLAN. ALL

OTHER INFORMATION COLLECTED BY ADP FOR PROVIDING BENEFITS SERVICES IS CONSIDERED

EMPLOYMENT RECORDS AND EXPLICITLY EXCLUDED FROM THE DEFINITION OF PROTECTED HEALTH INFORMATION AS STATED AT 45 CFR §160.103, AND IS NOT PROTECTED BY HIPAA’S PRIVACY RULE. SEE ALSO IDENTIFIABLE HEALTH INFORMATION: FINAL RULE, 67 FED. REG. 53,182, 53,192 (Aug. 14, 2002). ADP SHALL NOT

EXERCISE ANY DISCRETIONARY AUTHORITY OR DISCRETIONARY CONTROL REGARDING MANAGEMENT OF ANY PLAN OR MANAGEMENT OR DISPOSITION OF ANY PLAN ASSETS. ADP SHALL NOT RENDER INVESTMENT

ADVICE FOR A FEE OR OTHER COMPENSATION, DIRECT OR INDIRECT, WITH RESPECT TO ANY MONIES OR OTHER PROPERTY OF ANY PLAN, NOR DOES ADP HAVE ANY AUTHORITY OR RESPONSIBILITY TO DO SO. ADP

HAS NO DISCRETIONARY AUTHORITY OR DISCRETIONARY RESPONSIBILITY IN THE ADMINISTRATION OF THE PLAN(S).

14.2.4 Carrier Connections. ADP will, at Client’s request, and for an additional charge as set forth on the Sales Order, provide Client with the following Carrier Connections services:

14.2.4.1 ADP will electronically transmit employee data, including employee benefits enrollment data, to Client’s carriers or
other third parties authorized by Client, and Client authorizes ADP to provide such transmission on Client’s behalf. Commencement of carrier connection service is subject to Client completing the configuration setup of Client Content and the format for such transmission to the designated carriers.

14.2.4.2 ADP’s ability to transmit Client Content data is subject to the provision by Client’s designated carriers of a current functional
interface between ADP’s systems and the designated carriers’ systems. ADP will not be obligated to transmit Client’s data to designated carriers if at any time Client’s designated carriers fail to provide the proper PROPRIETARY AND CONFIDENTIAL TO ADP, INC.

interface as described above. 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 carrier connection services caused by ADP, ADP will correct such error or omission, provided that Client promptly advises ADP of such error or omission.

14.2.5 Additional Third-Party Terms. During the Term of this Agreement, the Client’s use of, and access to, the Benefit Services may be subject to additional terms of service which shall be included within the Benefit Services. Prior to enabling such Services, Client shall ensure that its Users of Benefit Services click through and accept such additional terms of service.

14.2.6 Technology Credit Program. ADP has a Technology Credit Program to accept technology credits from Strategic Carrier Partners and apply those funds to Client invoices for ADP benefits administration services, subject to the following additional terms:

14.2.6.1 As between Client and ADP, Client is solely responsible for (i) Client’s acceptance of the Technology Credit; and directing
ADP to apply such Technology Credit to offset Client’s benefits administration Services fees; (ii) the determination whether the Technology Credit is a Plan Asset and the consequences resulting from such determination; and (iii) any compliance obligations that may arise under ERISA or other applicable laws as a result of Client’s acceptance of the Technology Credit.

14.2.6.2 If Client elects to accept a Technology Credit, Client will instruct ADP how to apply such Technology Credit. ADP will
verify all information provided by Client regarding the Technology Credit with the applicable Strategic Carrier Partner. Per Client direction, ADP will apply the Technology Credit to Client’s invoice for benefits administration services fees no earlier than sixty (60) days following ADP’s receipt of the Technology Credit from the Strategic Carrier Partner.

14.2.6.3 Client shall remain responsible for payment of the fees for the Services in accordance with the Agreement if the Strategic Carrier
Partner fails to remit sufficient, good and available funds to ADP.

14.2.6.4 To the extent Client adds a Strategic Carrier Partner’ s benefits plan to Client’s ADP Workforce Now benefits module, Client consents to ADP working with such carrier with respect to the Services, including sharing with such carrier that Client offers a benefits plan provided by such carrier.

14.3 WFN EI-9 Services. The following additional terms and conditions apply to the WFN EI-9 Services.

14.3.1 Use of Services. Client shall, and cause the members of the Client Group, receiving the WFN EI-9 Services to do the following:

14.3.1.1 Review the USCIS Form I-9, which is the employment eligibility verification form issued by the DHS, including instructions
in the form and the guidelines in the current I-9 Handbook, each of which is available on the USCIS website, currently located at http://www.uscis.gov/i-9central. Client certifies that it has reviewed the current USCIS Form I-9 and the I-9 Handbook and that it agrees to comply with the applicable policy and procedures set forth therein, and any future new or amended policies or procedures, as required by law. Client will ensure availability of the most recent version of the USCIS Form I-9 and the I-9 Handbook to all employees authorized to complete the USCIS Form I-9 on behalf of Client and/or its Affiliates.

14.3.1.2 Client is responsible for reviewing reports available to Client on the WFN EI-9 Services and for resolving (or causing
the applicable employee to take action to resolve) missing or incomplete Forms I-9. This includes communicating with the employee in question and the submission or resubmission of the missing or incomplete Form I-9.

14.3.1.3 ADP executed a Memorandum of Understanding with the DHS as the E-Verify employer agent. E-Verify is the DHS's
employment eligibility verification program which allows participating employers to electronically verify the employment eligibility of each newly hired employee and/or employee assigned to a covered federal contract.

The following is required as it relates to the use of E-Verify through ADP and will apply only to the extent Client is using E-Verify through ADP

14.3.1.3.1 Notify ADP of (i) the location(s) where Client elects to enroll; and (ii) whether the employer is a federal contractor or a federal, state or local government organization.

14.3.1.3.2 Execute a Memorandum of Understanding with the DHS and ADP (as its E-Verify employer agent), and comply with the terms and conditions set forth therein.

14.3.1.3.3 Review and comply with the policy and procedures contained in the E-Verify User Manual for Employers,
and any superseding policy and procedures, available to Client on the WFN EI-9 Service.

14.3.1.3.4 To the extent the Client elects to have more than one company location participate in E-Verify, ensure all authorized users in each location have complied with all requirements of this Section.

14.3.1.3.5 Ensure all of Client's authorized users (i) complete the mandated E-Verify training course and any applicable
update courses administered by ADP and (ii) pass a knowledge test with the required score.

PROPRIETARY AND CONFIDENTIAL TO ADP, INC.

14.3.1.3.6 Immediately notify ADP of any updates/changes to its E-Verify employer status (e.g., Client becomes a federal contractor or Client ceases being a federal contractor).

14.3.2 Form I-9 Retention . During the term of the Agreement, ADP will store electronic copies of Forms I-9 in the WFN EI-9 Services for a minimum of three years from the employee’s hire date or until one year after the employee ceases to be employed by Client (or the applicable Affiliate), whichever is later (or as otherwise required by changes to federal regulations that come into effect hereafter). Upon termination or expiration of the Agreement, ADP shall use commercially reasonable methods to transfer all electronically stored Forms I-9 to Client in accordance with ADP’s current security policies. Upon termination of the WFN EI-9 Services, Client shall be solely responsible for storage of copies of Forms I-9.

14.4 Payment Services.  The following additional terms and conditions apply to the Payment Services:

14.4.1 Client Credentialing. Client understands and acknowledges that the implementation and ongoing provision of Payment Services are conditioned upon Client passing (and continuing to pass) a credentialing process that ADP may deem necessary in connection with the provision of Payment Services.

14.4.2 Additional Requirements. Payment Services may be subject to the rules and standards of any applicable clearing house, payment and/or card networks or associations. Client and ADP each agree to comply with all such rules and standards applicable to it with respect to the Payment Services.

14.4.3 Funding Obligations. Client acknowledges that ADP is not a lender. As such, as a condition to receiving services, Client will remit or otherwise make available to ADP sufficient, good and available funds within the agreed-to deadline and via the agreed-to method of delivery to satisfy all of Client’s third-party payment obligations covered by the Agreement. ADP will apply such funds to satisfy such third-party payment obligations. ADP will not be required to provide Payment Services if ADP has not received all funds required to satisfy Client’s third-party payment obligations. Client will immediately notify ADP if it knows or should know that it will not have sufficient funds to satisfy the amounts required in connection with the Payment Services. If Client has a material adverse change in its condition, ADP may modify the funding method or deadline by which funds must be made available to ADP for payment to Payees. Client agrees to pay to ADP upon demand any amounts that have been paid by ADP to satisfy Client’s third party payment obligations prior to receiving such amounts from Client.

14.4.4 Investment Proceeds; Commingling of Client Funds. IF ADP RECEIVES CLIENT’S FUNDS IN ADVANCE OF THE

TIME ADP IS REQUIRED TO PAY SUCH FUNDS TO THIRD PARTIES, ALL AMOUNTS EARNED ON SUCH FUNDS, IF ANY, WHILE HELD BY ADP WILL BE FOR THE SOLE ACCOUNT OF ADP. ADP may commingle Client's funds with similar funds from other clients and with similar ADP and ADP-administered funds. ADP utilizes a funds control system that maintains general ledger entries by client and/or by jurisdiction.

14.4.5 Recovery of Funds; Stop Payment Requests. Client agrees to cooperate with ADP and any other third parties to recover funds erroneously issued or transferred to any Payee or credited to any Payee’s account. If Client desires to stop payment on any check or to recall or reverse any electronic payment, Client will provide ADP with a stop payment request in the form required by ADP. Client acknowledges that ADP's placement of a stop order request is not a guarantee that such stop payment will occur.

14.5 ADP Wage Payment Services.  The following additional terms and conditions apply to ADP W age Payment Services:

14.5.1 ADPCheck; Direct Deposit . Client agrees not to distribute any ADPChecks to Payees in a manner that would allow Payees to access the associated funds before pay date. Prior to the first credit to the account of any employee or other individual under ADP Direct Deposit 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.

14.5.2 Pay Card Services. To the extent received, Client will be responsible for securing all welcome kits to prevent unauthorized access or use.

14.5.2.1 Cardholder Set-Up. Client will set-up (or cause ADP to set-up) each Payee as a Cardholder using data and procedures required by the Issuing Bank or ADP. Client shall provide the appropriate card kit to Payees (i.e. payroll card kit for employees paid wages, commissions, or similar compensation and non-employee card kits for independent contractors). Further, Client shall obtain all necessary consents of each Payee (including those switching from another paycard program) included in submitted set-up data that is required under applicable law and rules, including NACHA, for Payee to (i) receive payments from Client on its Pay Card and (ii) participate in the Pay Card Services, and Client is responsible for reviewing and confirming that all enrollment information supplied to ADP is accurate and complete. Prior to set-up of any Payee on the Cardholder database and distribution of a Pay Card to the Payee, Client will verify the Identity Verification Documents. Client shall obtain from the Payee and provide to ADP the following information: (a) name; (b) residential address (a P.O. Box is not acceptable); (c) date of birth; (d) social security number; and (e) personal telephone number. Client agrees to provide any additional information as may be required by ADP or the Issuing Bank. Client will not provide a Pay Card to individuals outside the United States without the express written consent of ADP. Client further agrees that ADP or Issuing Bank (directly or through a subcontractor) may seek identity information and legal documentation directly from the Payee to verify the identity of any Payee and that a Payee may be denied Pay Card Services for several reasons, including failure to validate the personal information of the Payee. For each Cardholder, Client will make and preserve either of the following: (1) a copy of the Identity Verification Documents; or (2) a description of the Identity Verification Documents, noting the date reviewed, type of document, and if applicable, the document’s identification number, place of issuance and issuance and expiration date, provided Client will preserve a copy of all Identity Verification Documents for Payees who are form 1099 independent contractors. Client shall retain such documentation during the time that such Payee is a Cardholder PROPRIETARY AND CONFIDENTIAL TO ADP, INC.

until the earlier of (x) five years from termination of Client’s obligation to make payments to such Payee or (y) five years
from termination of such Payee's Pay Card account; provided, however, that in the event a longer retention period is required for the Issuing Bank or ADP to meet its legal obligations, as a result of a change in applicable law or official interpretations thereof, ADP shall provide notice of such longer retention period and Client shall retain such documentation for such longer retention period.

14.5.2.2 Enrolling Employees for Cards. Prior to providing Payee’s information to ADP to issue a permanent Pay Card or Client enrolling a Payee for an instant issue Pay Card, Client shall provide each Payee with the notice required under the USA Patriot Act which reads as follows: “ IMPORTANT INFORMATION ABOUT PROCEDURES FOR OPENING A NEW PREPAID CARD ACCOUNT. T o help the government fight the funding of terrorism and money laundering activities, federal law requires all financial institutions to obtain, verify, and record information that identifies each person who opens an account. What this means for you: When you open a prepaid card account, we may require your name, address, date of birth, social security number, tax identification number and other information that will allow us to identify you. We may also ask to see your driver’s license or other identifying documents.” The USA Patriot Act notice may be updated from time to time by ADP or the Issuing Bank. Prior to or in conjunction with distributing a Pay Card to any Payee, if applicable, Client shall remove the account routing information from the card kit. Client shall not, disclose or make available any such account routing (ABA/DDA) number to any Payee and shall always direct Payees to the Cardholder services telephone number to obtain such account routing (ABA/DDA) number. Payees must accept the Cardholder Terms and Conditions, and the Pay Card may be cancelled by ADP or the Issuing Bank at any time in accordance with the Cardholder Terms and Conditions. Client will provide Cardholders with any other information and materials regarding the Pay Card Services provided to it from time to time as determined by ADP. The amounts to be loaded to each Cardholder’s Pay Card will be provided to ADP by Client through one of ADP’s standard pay transmission methods available to Client or another means agreed to by ADP and Client.

14.5.2.3 Pay Card Status, Services and Communications. Client is responsible for ensuring that Cardholders are paid via an alternate pay method in such instances where a Cardholder's Pay Card has not been activated, has terminated, cancelled or is in inactive status and even if a Payee has consented to receive their Permitted Payments by the Pay Card. Client will direct Cardholders to ADP’s Cardholder services with respect to any Card inquiries, to resolve all disputes regarding their Pay Card and to report any lost or stolen Pay Cards, provided Client will resolve disputes by Cardholders regarding amounts credited or debited to the Pay Cards at the request of Client (e.g., credits as a result of payroll). Client understands that it is not entitled to access or review any Cardholder transaction information and that it has no right to draw back any amounts funded to the Pay Card other than due to an error. Notwithstanding the foregoing, in limited circumstances (e.g., where necessary to investigate or prevent fraud) and consistent with the applicable Cardholder privacy notice, ADP may provide certain Cardholder transaction information to Client. Cardholders may receive notices, mailings and other communications related to the Card and Card features (e.g., secondary cards, card portability, reward programs, etc.) from or on behalf of ADP or the Issuing Bank.

14.5.2.4 Issuing Bank. All Pay Cards issued to Cardholders are the property of the Issuing Bank and are subject to cancellation by the Issuing Bank at any time in accordance with the Issuing Bank’s Cardholder Terms and Conditions. The Pay Card Services may be modified as required by the Issuing Bank and as ADP may deem appropriate to assist ADP or the Issuing Bank in complying with its obligations, including legal and regulatory obligations.

14.5.2.5 Cardholder Fees. Client acknowledges that separate fees as set forth on the fee schedule provided in the card kit prior to activation of the Pay Card will be applied to the Pay Card and are the responsibility of the Cardholder.

Such Cardholder fees are subject to change in accordance with the Cardholder Terms and Conditions applicable to the Pay Cards.

14.5.2.6 Information Requests. Client agrees that upon prior notice from ADP or the Issuing Bank, ADP, the Issuing Bank and any regulatory authorities with jurisdiction over the Issuing Bank or ADP shall have the right to inspect Client's books and records related to Client’s use of the Pay Card Services and Client's performance of its obligations with respect thereto.

14.5.2.7 Third Party Beneficiary. Notwithstanding anything to the contrary in the Global Master Terms and Conditions, Client agrees that the Issuing Bank (and its respective successors and assigns) is a third party beneficiary of this Agreement, but solely as it relates to the Pay Card Services, and is entitled to enforce each of the applicable provisions against Client as well as the limit on liability provisions of Section 7 of the Global Master Terms and Conditions, including in equity and in law, as if it or they were a party hereto.

14.6 ADP Time & Attendance Services.  The following additional terms and conditions apply to the ADP T ime & Attendance Services:

14.6.1 Time & Attendance Hardware.

14.6.1.1 If Client procures Time & Attendance Hardware, Client shall provide and maintain an installation environment (including
all power, wiring and cabling required for installation) as specified in the manufacturer’s product documentation and other written instructions provided to Client by ADP.

14.6.1.2 Regarding Time & Attendance Hardware provided on a subscription basis only, Client shall not make any alterations
or attach any devices thereto that are not provided by ADP, nor shall Client remove same from the place of original installation without ADP’s prior consent. All right and title in the Time & Attendance Hardware procured on a subscription basis is, and at all times shall remain, that of ADP and a separate item of personal property of ADP, notwithstanding its attachment to other items or real property, and promptly upon termination of PROPRIETARY AND CONFIDENTIAL TO ADP, INC.

the
ADP Time & Attendance Services, for any reason whatsoever, Client shall, at its expense, return such Time & Attendance Hardware in good condition, in accordance with ADP’s instructions, normal wear and tear excepted.

14.6.2 Biometric Services. Biometric Services are optional. In certain jurisdictions, there are laws and regulations that govern the collection, use, and retention of biometric information, which potentially may apply to Client’s use of Biometric Services. To the extent Client elects to use Biometric Services, Client agrees to comply with all such potentially applicable laws and regulations in accordance with this section. In the event Client is unwilling to comply with laws and regulations potentially applicable to Biometric Services, Client will be able to continue to use ADP Time & Attendance Services without Biometric Services. The following terms and conditions apply to Biometric Services to the extent Biometric Services are part of the scope of Services:

14.6.2.1 Requirements
for Receipt of Biometric Services. Before any Client or Biometric User is permitted to use any Biometric Services in a jurisdiction where laws and regulations potentially govern such use, Client will comply with the following requirements, in addition to any other requirements imposed by potentially applicable law (to the extent there is a conflict between the requirements below and the requirements of potentially applicable law, Client will comply with potentially applicable law):

14.6.2.1.1 Client
Biometric Information Policy . Client will implement, distribute and make available to the public, a written policy establishing Client’s policy with respect to the use of Biometric Data. Such policy will include:

14.6.2.1.1.1 a retention schedule and guidelines for permanently destroying Biometric Data;

14.6.2.1.1.2 a
commitment to destroy Biometric Data when the initial purpose for collecting or obtaining such
Biometric Data has been satisfied or within 3 years of the individual ’ s
last interaction with Client, whichever occurs first; and

14.6.2.1.1.3 any additional requirements as required by potentially applicable law.

14.6.2.1.2 Biometric
User Notice and Consent. Client will provide notice to and procure and retain appropriate consents or releases from Biometric Users in the manner and to extent the same are required by potentially applicable law, including:

14.6.2.1.2.1 notifying
Biometric Users in writing that Client, its vendors, and/or the licensor of Client’s
time and attendance software are collecting, capturing, or otherwise obtaining Biometric Users’ Biometric Data, and that Client is providing such Biometric Data to its vendors and the licensor of Client’s time and attendance software; such notice will specify the purpose and length of time for which Biometric User’s Biometric Data is being collected, stored, and used;

14.6.2.1.2.2 obtaining
a written release or consent from Biometric Users (or their legally authorized representative) authorizing
Client, its vendors, and licensor of Client’s time and
attendance software to collect, store, and use the individual’s Biometric Data for the specific purpose disclosed by Client, and authorizing Client to provide such Biometric Data to its vendors and the licensor of Client’s time and attendance software; and

14.6.2.1.2.3 if
requested by ADP, providing to ADP copies of the required consents or releases collected and
retained by Client, and/or certifying to ADP that such consents or releases have been obtained.

14.6.2.1.3 Retention
and Purging of Biometric Data. Client will work with ADP to ensure that Biometric Data is retained and purged in accordance with potentially applicable law. To the extent necessary for the purging or deletion of such Biometric Data, Client agrees to provide timely notification to ADP of the termination of the employment, or the satisfaction of the purpose for which Biometric Data was collected with respect to any given Biometric User. ADP is not responsible for Client’s failure to provide timely notification of the termination of the employment, or the satisfaction of the purpose for which Biometric Data was collected with respect to any given Biometric User.

14.6.2.1.4 Storage
of Biometric Data in Timeclocks. Client agrees that it shall use a reasonable standard of care consistent with potentially applicable law to store, transmit and protect from disclosure any Biometric Data. Such storage, transmission, and protection from disclosure shall be performed in a manner that is the same as or more protective than the manner in which Client stores, transmits and protects from disclosure other confidential and sensitive information, including personal information that can be used to uniquely identify an individual or an individual’s account or property, such as genetic markers, genetic testing information, account numbers, PINs, driver’s license numbers and social security numbers.

14.6.2.2 Biometrics
Indemnity. Subject to Sections 6.3 and 7, Client will defend ADP against any third party claims (including claims made by or on behalf of Biometric Users) and will indemnify and hold ADP harmless from resulting damage awards or settlement amounts in any cause of action to the extent such cause of action is based on any performance or breach of Client’s obligations in connection with the Biometric Services, including any failure by Client to obtain consent from Biometric Users in connection with the use of the Biometric Services.

PROPRIET
ARY AND CONFIDENTIAL TO ADP, INC. Page 16

14.6.2.3 Third Party Beneficiary. Notwithstanding anything to the contrary in the Agreement, Client agrees that ADP and licensor of any applicable Biometric Services (and their respective successors and assigns) are third party beneficiaries of this Agreement solely as it relates to Biometric Services.

14.7 Tax Registration Services. ADP shall provide tax registration services as further described in this Section (the “ Tax Registration Services”) in accordance with and subject to the terms of this Agreement. The Tax Registration Services provided hereunder relate solely to ADP obtaining jurisdiction account numbers for employment tax as requested by Client. In receiving the Tax Registration Services hereunder, Client acknowledges the following:

14.7.1 Client understands that ADP will not perform Tax Registration Services in connection with the following events: (i) mergers and
acquisitions; (ii) name, address or entity (corporate form) changes; (iii) applications to a state’s Secretary of State; and (iv) closing of accounts with a state taxing agency.

14.7.2 As a third-party service provider, ADP’s Services hereunder are consultative in nature. ADP is not representing Client in any dealings
before any tax agencies. ADP’s provision of the Tax Registration Services should not be construed as legal, tax, or accounting advice. Client should consult its legal, tax, or accounting advisors for such advice.

14.7.3 All submissions to the taxing jurisdiction will be (i) reviewed by Client prior to submission, when provided and (ii) signed by Client
where necessary or Client will instruct ADP to affix electronically the Client signature provided by Client. By signing the documents or requesting that ADP affix Client's electronic signature, Client is confirming that (i) Client has reviewed the documents and/or data being submitted to the taxing jurisdiction and (ii) the information contained therein is complete and accurate.

14.7.4 By utilizing the Tax Registration Services, Client authorizes ADP to act on its behalf in obtaining jurisdiction employment tax account
numbers including, but not limited to, affixing the electronic signature provided by Client to registration forms and other documentation, submitting forms to tax agencies and directly communicating with such agencies as necessary.

14.7.5 Client understands that ADP’s Services are based solely on the information provided by Client and/or otherwise available for ADP
in connection with the Services about Client's business established within a particular jurisdiction and other written correspondence that is in reply to ADP’s questions regarding the registration process or otherwise provided by Client. Client authorizes ADP to rely upon such in providing the Tax Registration Services. ADP is not responsible for Tax Registration Services provided hereunder based on any inaccurate information supplied by Client or the failure by Client to provide ADP with information relating to the registration process.

14.7.6 Client understands that, for reasons beyond ADP’s reasonable control, ADP may not be successful in securing an employment tax account number for Client in any particular jurisdiction.

14.7.7 ADP is not responsible for any penalties or interest incurred by Client as a result of ADP’s failure to timely receive Client’s identification numbers.

14.8 State Unemployment Insurance (SUI) Management Services . The following additional terms and conditions apply to the SUI Management Services:

14.8.1 Provision and Transfer of Information . Client will provide ADP with accurate, complete and timely information necessary for ADP to perform the SUI Management Services, including without limitations, the claimants' names, relevant dates, wage and separation information, state-specific required information, and other documentation to support responses to unemployment compensation agencies. Client will transfer this information via (i) on-line connection between ADP and Client's computer system or (ii) inbound data transmissions from Client to ADP, 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.

14.8.2 Definition of Claim; Claim Cap. For purposes of the SUI Management Services provided under this Agreement and billed to Client, a “claim” shall be defined as a claim notice generated by a state agency as a result of an individual filing for unemployment insurance benefits. In addition, Client acknowledges and agrees that (i) claim notices are typically generated for each state unemployment tax ID number under which an employee had worked and earned wages; (ii) state unemployment agencies generally issue multiple claim notices per individual as identified by a Social Security Number during the benefit eligibility period upon receiving a request for unemployment benefits; and (iii) all such claim notices require review ADP (e.g., including but not limited to, last employer claims, base period employer claims, periodic qualification claims, additional benefit claims, renewed claims and extended benefit claims). Client further acknowledges and agrees that an applicable claim cap applies to the fees for SUI Management Services and that the claim cap shall be stated on the Sales Order, and will be based on all claim notices processed by ADP as a result of an individual filing for unemployment benefits. The number of claims counted for billing purposes will be reported to Client by ADP as “Claims Processed” via on-line reports.

14.9 ADP Wage Garnishment Payment Services. The following additional terms and conditions apply to the ADP Wage Garnishment Payment Services:

14.9.1 Description of Services.  ADP will act solely in the capacity of a third party service provider of payment processing.

14.9.2 Client’s Use of Services. Client agrees not to distribute any ADPChecks to Payees in a manner that would allow Payees to access the associated funds before pay date.

14.10 Employment Verification Services; Employee Authorized Disclosure. The following additional terms and conditions apply to the Employment Verification Services and Employee Authorized Disclosure:

PROPRIETARY AND CONFIDENTIAL TO ADP, INC.

14.10.1 Employment Verification Services.  Client authorizes Verification Agents to disclose, on Client’s behalf, Verification Data to Verifiers, who wish to obtain or verify any of Client’s employees’ (former employees’, and if included in Client’s payroll data, independent contractors’ and former independent contractors’) Verification Data. Verification Data will be disclosed to Verifiers who certify they are entitled to receive such data (as described below) pursuant to FCRA, and, in the case of income information requests, who additionally certify they have a record of the individual’s consent to such disclosure or who utilize a salary key (“Employment Verification Services”). In accordance with FCRA, Verification Data may be provided to Verifiers where (i) the individual has applied for a benefit (such as credit, other employment or social services assistance); (ii) the individual has obtained a benefit and the Verifier is seeking to (a) determine whether the individual is qualified to continue to receive the benefit; and/or (b) collect a debt or enforce other obligations undertaken by the individual in connection with the benefit; or (iii) the Verifier is otherwise entitled under FCRA to obtain the Verification Data. In certifying they have a record of the individual’s consent, Verifiers generally rely on the individual’s signature on the original application as authorization for the Verifier to access the individual’s income data at the time of the application and throughout the life of the obligation. Client understands that Verifiers are charged for commercial verifications processed through ADP or its Verification Agents.

14.10.1.1 Data Quality. If requested by ADP, Client agrees to work with ADP during implementation to produce a test file and validate Verification Data using validation reports made available by ADP or its Verification Agents. If Client uses ADP’s hosted payroll processing services, ADP will update its system with the applicable Verification Data available in ADP’s payroll processing system.

14.10.1.2 Notice to Furnishers of Information: Obligations of Furnishers of Information (“Notice to Furnishers”). Client certifies
that it has read the Notice to Furnishers provided to Client at the following URL: https:// www.consumerfinance.gov/rules-policy/regulations/1022/m/#ImageM2. Client understands its obligations as a data furnisher set forth in such notice and under FCRA which include duties regarding data accuracy and investigation of disputes, and certifies it will comply with all such obligations. Client further understands that if it does not comply with such obligations, ADP may correct incorrect Verification Data on behalf of Client or terminate the Employment Verification Services upon 90 days prior written notice to Client.

14.10.1.3 Archival Copies. Notwithstanding anything to the contrary in the Global Master Terms and Conditions, Client agrees that, after the termination of the Employment Verification Services, ADP and its Verification Agents may maintain archival copies of the Verification Data as needed to show the discharge and fulfillment of obligations to Client’s current and former employees and independent contractors and the provisions of Section 4 will continue to apply during the time that ADP and its Verification Agents maintain any such archival copies.

14.10.2 Employee Authorized Disclosure. ADP may disclose or use Personal Data of a Client’s current or former employee or independent contractor where such individual requests and consents to such use or disclosure for the individual’s personal benefit (e.g., to verify an individual’s identity in connection with a bank account application) (“Employee Authorized Disclosure”).

14.10.3 Continuation of Services. Client understands and agrees that Verification Data and/or Personal Data provided by Client or its vendors in connection with the Services may be used, subject to the terms and conditions of this Section, to provide Employment Verification Services and, at the individual’s request, Employee Authorized Disclosures after this Agreement expires or is terminated.

14.11 Essential ACA Services.  The following terms shall apply to Essential ACA Services.

14.11.1 Client must use ADP Workforce Now payroll, HR and benefits services in order to purchase and implement Essential ACA.

For
the avoidance of doubt, all Forms filed by ADP with the IRS on behalf of Client will be filed electronically; 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.

14.11.2 Client ACA Liaison. Client shall designate in writing to ADP the name of one person who shall serve as the Client ACA Liaison for Essential ACA ), and such Client ACA Liaison shall have the authority to (i) provide information, instructions and direction on behalf of Client, and (ii) grant or provide approvals (other than Amendments) required or permitted under the Agreement in connection with Essential ACA. Client shall designate an alternate Client ACA Liaison in the event the principal Client ACA Liaison is not available.

14.11.3 Disclaimer. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN OR IN THE 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(g) OF THE 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). ADP

EXPRESSLY DISCLAIMS ANY WARRANTY, EITHER EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES

OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, NON-INTERRUPTION

OF USE, AND FREEDOM FROM PROGRAM ERRORS WITH RESPECT TO ESSENTIAL ACA, THE ADP APPLICATION PROGRAMS OR ANY THIRD-PARTY SOFTWARE DELIVERED BY ADP.

14.11.4 Important Tax Information (IRS Disclosure) : Notwithstanding Client’s engagement of ADP to provide Essential ACA , please be aware that Client remains responsible for the timely filing of all required reports and filings, and the timely payment of Client penalty obligations. The Internal Revenue Service recommends that employers enroll in the U.S. Treasury Department’s Electronic Federal Tax Payment System (EFTPS) to monitor their accounts and ensure that timely tax PROPRIETARY AND CONFIDENTIAL TO ADP, INC.

payments
are being made for them, and that online enrollment in EFTPS is available at www .eftps.gov; an enrollment form
may also be obtained by calling (800) 555-4477.

14.1 1.5

Additional
Requirements. Client further understands that Essential ACA may be modified as ADP may deem appropriate to assist ADP in complying with its obligations.

14.12 ADP Marketplace and Use of ADP APIs.

14.12.1 Disclaimer
. ADP may provide Client with access to the ADP Marketplace. Client acknowledges that any third party application or service purchased by Client through the ADP Marketplace is provided by a third party and not ADP and ADP makes no endorsements, representations
or warranties (including any representations or warranties regarding compliance with laws) regarding such application or service. Client will enter into a relationship directly with the third party provider of such application or service. Any application or service purchased through the ADP Marketplace will be governed exclusively by the terms and conditions agreed to by Client and the third party provider and not by this Agreement. ADP will not provide any advice, service or support with respect to any third party application or service purchased on the ADP Marketplace.

14.12.2 T
ransmitting Information to Third Parties. In the event that Client elects to use an API to provide any Client Content or employee or plan participant information to any third party, 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. ADP shall not be responsible for any services or data provided by any such third party.

14.12.3 Use
of the ADP APIs. Client will use the ADP APIs to access Client’s information only. Client may not use any robot, spider, or other automated process to scrape, crawl, or index the ADP Marketplace and will integrate Client’s application with the ADP Marketplace only through documented APIs expressly made available by ADP. Client also agrees that Client will not (a) use the ADP Marketplace or any ADP API to transmit spam or other unsolicited email; (b) take any action that may impose an unreasonable or disproportionately large load on the ADP infrastructure, as determined by ADP; or (c) use the ADP APIs or the ADP Marketplace in any way that threatens the integrity, performance or reliability of the ADP Marketplace, Services or ADP infrastructure. ADP may limit the number of requests that Client can make to the ADP API gateway to protect ADP’s system or to enforce reasonable limits on Client’s use of the ADP APIs. Specific throttling limits may be imposed and modified from time to time by ADP.

14.13 ESS & MSS T
echnology.  The following additional terms and conditions apply to the ESS & MSS Technology .

14.13.1 Client
acknowledges that Client’s employees or participants may input information into the self-service portions of the ADP Application Programs.

ADP shall have no responsibility to verify, nor does ADP review the accuracy or completeness of the information provided by Client’s employees or participants to ADP using any self-service features. ADP shall be entitled to rely upon such information in the performance of the Services under this Agreement as if such information was provided to ADP by Client directly.

14.14 ADP Compliance on Demand.

The following additional terms and conditions apply to ADP Compliance on Demand:

14.14.1 Compliance
Assistance. Client may have access to certain human resources or compliance professionals who may, in ADP’s sole discretion, provide reasonable guidance or best practice recommendations to Client which Client may choose to follow. Client assumes all responsibility and risk arising from its use and reliance upon such recommendations. ADP may require Client to include its legal counsel in communications with such professionals. The ADP Compliance on Demand Services are not a substitute for advice of an attorney. Client agrees that ADP is not a law firm, does not provide legal advice or representation, and that no attorney-client relationship between ADP and Client exists or will be formed as part of the Services.  ADP may discontinue access to human resources and compliance professionals in its discretion.

15   Miscellaneous

15.1 Amendment.

This Agreement may not be modified, supplemented or amended, except by a writing signed by the authorized representatives of ADP and Client.

15.2 Assignment.

Neither this Agreement, nor any of the rights or obligations under this Agreement, may be assigned by any party without the prior written consent of the other party, such consent not to be unreasonably withheld. However, Client may assign any or all of its rights and obligations to any other Client Group member and ADP may assign any or all of its rights and obligations to any Affiliate of ADP, provided that any such assignment shall not release the assigning party from its obligations under this Agreement. This Agreement is binding upon and inures to the benefit of the parties hereto and their respective successors and permitted assigns.

15.3 Subcontracting.

Notwithstanding Section 15.2, ADP reserves the right to subcontract any or all of the Services, provided that ADP remains fully responsible under this Agreement for the performance of any such subcontractor. For the avoidance of doubt, third parties used by ADP to provide delivery or courier services, including the postal service in any country or any third party courier service, and banking institutions, are not considered subcontractors of ADP.

15.4 Entire
Agreement. This Agreement constitutes the entire agreement and understanding between ADP and Client with respect to its subject matter and merges and supersedes all prior discussions, agreements and understandings of every kind and nature between the parties. No party will be bound by any representation, warranty, covenant, term or condition other than as expressly stated in this Agreement. Except where the parties expressly state otherwise in a relevant exhibit, annex, appendix or schedule, in case of conflict or inconsistency between these Global Master Terms and Conditions and any such exhibit, annex, appendix or schedule, the Global Master Terms and Conditions will prevail and control. Purchase orders or statements of work submitted to ADP by Client will be for Client’s internal administrative purposes only and the terms and conditions contained in any purchase order or statements of work will have no force and effect and will not amend or modify this Agreement.

PROPRIET
ARY AND CONFIDENTIAL TO ADP, INC. Page 19

15.5 No Third Party Beneficiaries. Except as expressly provided herein or in an applicable exhibit, annex, appendix or schedule, 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, Client's personnel, directors, officers, employees, Users and any administrative authorities).

15.6 Force Majeure. Any party to this Agreement will be excused from performance of its obligations under this Agreement, except for Client’s obligation to pay the fees to ADP pursuant to Section 11, for any period of time that the party is prevented from performing its obligations under this Agreement due to an act of God, war, earthquake, civil disobedience, court order, labor disputes or disturbances, governmental regulations, communication or utility failures or other cause beyond the party’s reasonable control. Such non- performance will not constitute grounds for breach.

15.7 Waiver. The failure by any party to this Agreement to insist upon strict performance of any provision of this Agreement will not constitute a waiver of that provision. The waiver of any provision of this Agreement shall only be effective if made in writing signed by the authorized representatives of ADP and Client and shall not operate or be construed to waive any future omission or breach of, or compliance with, any other provision of this Agreement.

15.8 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.

15.9 Severability. If any provision of this Agreement is finally determined to be invalid, illegal or unenforceable by a court of competent jurisdiction, the validity, legality or enforceability of the remainder of this Agreement will not in any way be affected or impaired and such court shall have the authority to modify such invalid, illegal or unenforceable provision to the extent necessary to render such provision valid, legal or enforceable, preserving the intent of the parties to the furthest extent permissible.

15.10 Relationship of the Parties . The performance by ADP of its duties and obligations under this Agreement will be that of an independent contractor and nothing contained in this Agreement will create, construe or imply an agency, joint venture, partnership or fiduciary relationship of any kind between ADP and Client. None of ADP’s employees, agents or subcontractors will be considered employees, agents or subcontractors of Client. Unless expressly stated in this Agreement, none of ADP, its employees, agents or its subcontractors may enter into contracts on behalf of, bind, or otherwise obligate Client in any manner whatsoever.

15.11 Governing Law.  This Agreement is governed by the laws of the State of New Y ork without giving effect to its conflict of law provisions.

15.12 Communications to U.S. Based Employees. Client agrees that ADP may use Client’s U.S.-based employee and/or participant name, email and mailing address to provide information about products and/or services offered by ADP directly such employees and/or participants. Client may elect for ADP to cease such communications upon 30 days’ prior written notice. In addition, each communication sent by ADP will comply with applicable laws and will enable the recipient to opt-out of receiving additional similar communications from ADP.

15.13 Jurisdiction. Any disputes that may arise between ADP and Client regarding the performance or interpretation of this Agreement shall be subject to the exclusive jurisdiction of the state and federal courts of New York, New York. The parties hereby irrevocably consent to the exclusive jurisdiction of the state and federal courts of New York, New York and waive any claim that any proceedings brought in such courts have been brought in an inconvenient forum. THE PARTIES HEREBY IRREVOCABLY WAIVE THEIR RIGHT TO TRIAL BY JURY.

15.14 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.

15.15 Notices. All notices required to be sent or given under this Agreement will be sent in writing and will be deemed duly given and effective (i) immediately if delivered in person, or (ii) upon confirmation of signature recording delivery, if sent via an internationally recognized overnight courier service with signature notification requested to Client at the address indicated on the signature page hereof or to ADP at 99 Jefferson Road, Parsippany, New Jersey 07054, Attention: Legal Department or to any other address a party may identify in writing from time to time. A copy (which shall not constitute notice) of all such notices shall be sent to ADP at One ADP Boulevard, MS 425, Roseland, New Jersey 07068, Attention: General Counsel and to Client at the address indicated on the signature page hereof.

15.16 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.

PROPRIETARY AND CONFIDENTIAL TO ADP, INC.

Gina  Skibar
Deputy Director oF HR and
Risk Management
City Of Bell
6330 Pine Ave
Bell, CA 90201-1221
United States
Sales Order
January 08 2026 | Quote #02-2025-692540

Recurring Fees and Considerations
Number of Employees: 176 on City Of Bell

Per Processing

Count

Min

Base

Rate

Bi-W
eekly

W
orkforce Now Payroll Solutions 176 $62.00 $5.32 $998.32 • Essential Plus Payroll
• Enhanced HR
• HCM Analytics
• Benefits Administration
• Health & Welfare Carrier Connections
Employment and Income V
erification 176 $0.00
Monthly Processing

Count

Min

Base

Rate

Monthly

W
orkforce Manager Time and Attendance
Hourly Employees 152 $7.02 $1,067.04
Salaried Employees 24 $4.69 $1

12.56 • Compliance on Demand
Accruals and Leave 176 $0.87 $153.12
Advanced Scheduling 85 $1.35 $1

14.75 Additional Jurisdiction (if applicable) 2+ $11.00/month Estimated quantity of Wisely Pay Cards needed: 1 No Charge,included with Payroll processing
Wisely Now check for terms / off cycle payments $8.00 per transaction Wisely Now check void and/or stop payments $10.00 per transaction International Employees Rate (if applicable) $3.10/month Courier Delivery (if applicable) $20.00 per delivery
Annual Processing

Count

Min

Base

Rate

Y
ear End Forms, W2s or 1099s 176 $5.21
Other Considerations
Hardware and Other Fees

Count

Rate

T
otal

• Standard Connections - Vision Service Plan (VSP)

1 $500.00 $500.00
• Standard Connections - Delta Dental

1 $500.00 $500.00
Implementation

T
otal

• Implementation for Workforce Now Payroll Solutions

$3,875.00
• Implementation for ADP Workforce Manager

$5,375.00
• Implementation for Accruals and Leave

$2,500.00
• Implementation for Advanced Scheduling

$5,000.00
T
otal Setup
Discount Value
$69,800.00
($52,050.00)
T
otal Net Setup $17,750.00

21 02-2025-692540 7

Important Project and Billing Information
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.

Billing for Workforce Manager will begin on the date Workforce Manager is available for use by the CLIENT in a production environment. The billing count is based on all non-terminated lives in the Time Module, including managers/supervisors that need to approve time cards. Billing for add-on modules will include counts based on those lives specifically added and maintained by the practitioner.

Workforce Manager can only be used for tracking time for US associates only. Clients are prohibited from leveraging this solution to track time for anyone located outside the US.

Unemployment Claims in excess of the 10% claims cap will be billed at $36.00 per claim. The fee for optional hearing representation is $155.00 per appearance. Attorney representation required in certain states and is subject to change (currently: AZ, DE, KY, MO, NC, SC, SD, and WV). Representation fee not to exceed actual attorney fees. Optional service available through non-ADP affiliated attorneys. Attorneys will be retained on behalf of client for limited purpose of representing Client at the hearing. No referral fee applies. No attorney-client relationship exists or will be formed between ADP and Client.

Client intends to use Direct Deposit and Paycard and be fully paperless for Employee Pay Statements using ADP Self Service and/or ADP Mobile App to view all Pay and W2 information. By doing so, ADP will not charge a delivery fee unless something is in fact delivered.

Other
ADP’s Fees for Service will be debited directly out of client’s bank account of their choosing seven (7) days from invoice date. ADP will send all invoices to [email protected]
Expiration Date: 1/20/2026
Summary
Estimated Annual Net Investment:
$52,815.72 Total Net Implementation: $17,750.00
The ADP Services Listed on this Sales Order are provided at the prices set forth herein and in accordance with the ADP Master Services Agreement (or other similar agreement governing ADP's services), which shall include any appendix, exhibit, addendum, schedule or other similar document attached thereto or accompanying this Sales Order. By signing below you are acknowledging and agreeing to such terms and conditions and to the listed prices.

ADP
, Inc.

Client: City Of Bell
Signature:

Signature:

Name:

Name:

T
itle:

T
itle:

Date:

Date:

22 02-2025-692540 7

Included Services
Essential Plus Payroll
• Tax Filing Service • Employee and Manager Self Service • Payment Services • Access to Mobile Apps
• Reports Library and Custom Report Writer • Employee Discount Program • Wage Garnishment Processing • New Hire Reporting
• Group Term Life Auto Calculation • General Ledger Solution • Intelligent Insights for Employee Issue Resolution • Conversational Virtual Assistant • Online Reports and Pay Statements • Wisely Pay Card Services Enhanced HR
• Employee Development Tracking • New Hire Onboarding / I-9 Workflow • Paid Time Off Accruals Engine • Compliance Reporting
• Multiple Languages & Currencies • Organization Charting • Country Specific Workflows & Processes • Policy Acknowledgement • Country Specific Formatting & Custom Fields • Total Rewards Statements • Secure Online Document Storage with Role Based Security, Search & Audit Functionality
• Employee Feedback and Sentiment Surveys
• Communication Broadcasts
HCM Analytics
• Pre-Configured Key Performance • Ability to Customize Additional KPIs • Executive Dashboard • Pay Equity Storyboard
Benefits Administration
• Multiple Benefit Plan Types • Dependent & Beneficiary Tracking • Flexible Rate Structures (Age Banded & Salary Tiers) • Notifications & Approvals • ACA Measurement Dashboard • Invoice Auditing
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23 02-2025-692540 7

November 20, 2025

VIA E-MAIL
Honorable Mayor and Members of the City Council
6330 Pine Avenue
Bell, CA 90201

ATTN: Michael L. Antwine II, City Manager
[email protected]
Sunny K. Soltani | ssoltani @awattorneys.com
p (949) 223-1170 | d (949) 250-5407 | awattorneys.com Re: Attorney Fee Rate Increase

Dear Mayor Saleh and Members of the City Council:

With our firm approaching its 25 th anniversary and with our municipal City Attorney list being some 27 cities long, as we look at our early history we see that the history of no city has been more important for us than Bell. No municipal scandal in California has been bigger than Bell’s and the battles we fought from 2011 -2013 to defend the City and pursue wrong -doers were extremely complex. They could have just as easily led to bankruptcy as to the creation of a stable municipality, now a leader in the southwest area. We were recognized as the Municipal Lawyers of the Year in 2014 for our efforts. This legacy continues to shine.

Over this time we have endeavored to keep our rates steady. As you may be aware, we worked for the City for six years before we first broached a rate adjustment with the City (May 2017).

After preparing a letter making such a request the then City Manager requested a meeting to discuss the budget and the difficult financial picture the City faced, and then asked us to defer our requested increases, which we agreed to.

The following year on May 15, 2018, we again submitted a request for an increase. At that time, we put in a CPI clause into our contract for the first time. However, I worried it might get out of hand so we suggested that it only be 70% of CPI and only increased every 2 years.

Of course, this has not kept up with CPI, nor with increases occurring in the market.

Unfortunately, the Firm is unable to continue operating at this level. With all costs in the legal field escalating, we’ve lost attorneys over salary and have had to significantly increase the compensation schedule. You have experienced some of these staff changes.

01135.0001 2067486.1

1 Park Plaza, Suite 1000 | Irvine, CA 92614
ATTACHMENT 1
1 of 4

November 20, 2025

01135.0001 2067486.1

The proposed below rates fall below the Firm Design Rates applied in our recent bids.

Furthermore, they are lower than the rates for your neighboring municipalities as well as even much smaller communities such as City of Ojai (7,500 population) See exhibit A for rates.

RATE CHART
2/1/2025
Rates
Proposed Increase
1/1/2026
Firm 2025 Design Rates (All
Bid Contracts)
General $200 1st 50 hours
$229 > 50 hours
$285-Partner
$260-Associate
$325 P
$305 Sr. A; $285 A
Litigation and Special
Services
$260 $325-Partner
$295-Associate
$385 P;
$335 Sr. A; $305 A
Labor & Employment $260 $325-Partner
$295-Associate
$385 P
$335 Sr. A; $305 A
Reimbursable $317 $400-$700-Partner
$350-$600-Associate
$400-$700 P
$350-$600 A
Bond Financing $410 $500 $500
Rate Increases Adjusted to higher of CPI-
U OR 4%, whichever is
higher
Adjusted to higher of CPI-U OR
4%, whichever is higher
Paralegal/Law Clerk $142 $195 $195
Document Clerk $125 $125 $125

We are requesting an increase as follows: General $285 per hour for partners and $260 for associates, for litigation and special services $325 per hour for partners and $295 per hour for associates. The Firm Design rates for new proposals are higher, $325 for partners and $285 for associates and for litigation the respective numbers are $385 and $305. When the partners recently reviewed our cities, as you can imagine Bell is now one of our lowest cities. I plead all of our economic challenges which you know so well —but it’s been a decade since the scandal and it’s all wearing a bit thin on them. The partners insist that the cities with low rates must be lifted up.

Given that our proposed rates are significantly lower than the firm’s current Design Rates as well as the rates of neighboring cities, we respectfully request an additional adjustment in two years to bring your rates in line with our 2025 Design Rates. Effective January 1, 2028, the new rates would match our current (2025) Design Rates; at that point, your rates would remain two years behind our active Design Rates.

Historically, the amount spent in Bell is fairly stable and reflected in the chart below:

BELL ANNUAL BILLINGS
FY
2017-18
FY
2018-19
FY
2019-20
FY
2020-21
FY
2021-22
FY
2022-23
FY
2023-24
FY
2024-25
Budget 744,000 812,085 762,000 818,500 818,500 735,500 701,000 758,000 Total Fees 838,291 1,002,705 834,076 683,876 642,865 600,252 575,494 741,000 ATTACHMENT 1
2 of 4

November 20, 2025

01135.0001 2067486.1

You can see our highest level was in 2018-19 and from there it went down year by year until last year. The reason it has now risen is that your new City Manager is active which as caused more legal activity. Our services rise or fall based on the level of activity. You don’t pay any fixed standby charge.

At the Council meeting on May 28 th there was some comment on the current budget shortfalls and Mr. Antwine discussed increasing revenue from some of these past efforts such as the billboards, increased sales taxes, and sales of properties. These same fluctuations will cover our increases, if the greater activity occurs.

In fact, we continue to play a vital role in the City’s continuing turn-around, which has led to the In-n-Out and Dutch Brothers projects; the past Pritchard, Bakery, SteelCraft, Aroyo projects; the current marketing of surplus housing sites; and the future mobile home park projects.

Additionally, a major project on the horizon is the joint municipal services project with Cudahy.

As you continue to have to replace experienced staff, we have been a point of consistency and have always been able to step into any breach and will continue to do so.

I personally have had the great privilege of serving as Bell’s Assistant City Attorney in the past. I take tremendous pride in having been part of the team that helped build the backbone infrastructure that has supported Bell’s transformation into the thriving, successful community it is today.

We consider Bell a true legacy client, and I want to personally thank you for your continued trust, partnership, and collaboration. I look forward to many more years of meaningful work together and to continuing our shared commitment to this remarkable community.

Very truly yours,

ALESHIRE & WYNDER, LLP

Sunny K. Soltani
Managing Partner
ATTACHMENT 1
3 of 4

Exhibit A Rates
Propose for
New City Attorney
(eff. 1/1/26)
Firm 2025 Design Rates
(For New RFP’s)

City of Carson
City of
Compton

City of Cerritos
City of
Norwalk
City of
Ojai
General $285-Partner
$260-Associate
$325- Partner
$305-SR. Associate
$285-Associate
$325-Partners
$295- Sr. Associates
$285- Associates
$325-Partners
$295- Sr. Associates
$285- Associates
$295-Partner
$270-Associate
$425-Partner
$385-Senior Associate
$325-Associate
$325-Partner
$295-Associate
Litigation $325-Partner
$295-Associate
$385- Partner
$335-SR. Associate
$305-Associate
$385-Partners
$325-Sr. Associates
$305-Associates
$385-Partners
$325-Sr. Associates
$305-Associates
$335-Partner
$305-Associate
$425-Partner
$385-Senior Associate
$325-Associate
$385-Partner
$325-Associate
Labor &
Employment
$325-Partner
$295-Associate
$385- Partner
$335-SR. Associate
$305-Associate
$385-Partners
$325-Sr. Associates
$305-Associates
$385-Partners
$325-Sr. Associates
$305-Associates
$335-Partner
$305-Associate
$425-Partner
$385-Senior Associate
$325-Associate
$385-Partner
$325-Associate
Reimbursable $450-Partner
$400-Associate
$400-700 – P
$350-600 – A
$400-700 $400-700 $460-Partner
$410-Associate
$425-Partner
$385-Senior Associate
$325-Associate
$400-700 – P
$350-600 – A
Bond Financing $425-Attorneys $500-Attorneys $500-Attorneys $500-Attorneys $435-Attorneys N/A $500-Attorneys Code
Enforcement
$325-Partner
$295-Associate
$295 $385-Partners
$325-Sr. Associates
$305-Associates
$385-Partners
$325-Sr. Associates
$305-Associates
$335-Partner
$305-Associate
N/A $385-Partner
$325-Associate
Rate increases adjusted to the higher of
the appropriate local
Consumer Price Index for
All Urban Consumers
(CPI-U) or 4%, whichever
is higher, rounded to the
nearest dollar.
adjusted to the higher of
the appropriate local
Consumer Price Index for
All Urban Consumers (CPI-
U) or 4%,
whichever is higher,
rounded to the nearest
dollar.
adjusted to the higher of
the appropriate local
Consumer Price Index for
All Urban Consumers (CPI-
U) or 4%,
whichever is higher,
rounded to the nearest
dollar.
adjusted to the higher of
the appropriate local
Consumer Price Index for
All Urban Consumers (CPI-
U) or 4%,
whichever is higher,
rounded to the nearest
dollar.

Annual Adjustment
of the greater of $10
per hour or the most
recent 12 month CPI.

Annual CPI
adjustment every
January 1st
Annual CPI
adjustment every
January 1st
Paralegal/Law
Clerk
$180 $195 $195 $195 $190 $195 $195
Doc clerk $110 $125 $125 $125 $120 $125 $125

ATTACHMENT 1
4 of 4

01135.0001 2069838.1

SECOND AMENDMENT

TO CONTRACT SERVICES AGREEMENT

FOR CITY ATTORNEY SERVICES

THIS SECOND AMENDMENT TO CONTRACT SERVICES AGREEMENT
(“Amendment”) by and between the CITY OF BELL, a charter city (“City”), and ALESHIRE & WYNDER, LLP, a California limited liability partnership (“A&W”), is effective as of the ___ day of December 2025.

RECITALS
A. City and A&W entered into that certain Contract Services Agreement for City Attorney Services, dated July 28, 2011, which was subsequently amended pursuant to that certain First Amendment to Agreement for Legal Services for the City of Bell, dated Dember 12, 2018 (as so amended, the “Agreement”), which contains the terms and conditions for the provision of City Attorney legal services by A&W for the City of Bell. Initially capitalized terms used but not defined herein shall have the meaning set forth in the Agreement.

B. City and A&W desire to amend the Agreement to increase certain hourly rates payable under Agreement.

TERMS

1. Contract Changes.
a. Section 13 (Notices) of the Agreement shall be revised to replace the notice address for A&W as follows:
“ATTORNEY: Aleshire & Wynder, LLP
1 Park Plaza, Suite 1000
Irvine, CA 92614
Phone: 949-223-1170”

b. The Exhibit “A” (Fee Arrangement) attached to the Agreement shall be amended to include the legal fee rate adjustments effective as of January 1, 2026 as set forth in the Exhibit “A-1” attached hereto.

2. Continuing Effect of Agreement. Except as amended by this Amendment, the provisions of the Agreement shall remain unchanged and in full force and effect. From and after the date of this Amendment , whenever the term “Agreement” appears in the Agreement, it shall mean the Agreement, as amended by this Amendment to the Agreement.

3. Affirmation of Agreement. City and A&W each ratify and reaffirm each and every one of the respective rights and obligations arising under the Agreement. Each party represents and warrants to the other that there have been no written or oral modifications to the Agreement other than as provided herein. Each party represents and warrants to the other that the Agreement is currently an effective, valid, and binding obligation.

01135.0001 2069838.1

4. Adequate Consideration. The parties hereto irrevocably stipulate and agree that they have each received adequate and independent consideration for the performance of the obligations they have undertaken pursuant to this Amendment.

5. Authority. The persons executing this Amendment on behalf of the parties hereto warrant that they are duly authorized to execute and deliver this Amendment on behalf of said party and that in so executing this Amendment, such party is formally bound to the provisions of this Amendment.

6. Counterparts. This Amendment may be executed in counterparts, each of which shall be deemed to be an original, and such counterparts shall constitute one and the same instrument. Each of the parties intend to be bound by the signatures on any telecopied, .pdf or other electronically delivered document, and are aware that the other party will rely on the telecopied, .pdf or other electronically delivered signatures, and hereby waive any defenses to the enforcement of the terms of this Amendment based on the form of signature. [SIGNATURES ON FOLLOWING PAGE]

01135.0001 2069838.1
IN WITNESS WHEREOF, the parties hereto have executed this Amendment on the date and year first-above written.

CITY:

CITY OF BELL, a municipal corporation

___________________________
Ali Saleh
Mayor

ATTEST:

_________________________

Angela Bustamante
City Clerk

A&W:

ALESHIRE & WYNDER, LLP

__________________________
David J. Aleshire
Equity Partner

01135.0001 2069838.1
EXHIBIT “A-1”

FEE ARRANGEMENT
(1) Effective January 1, 2026, A&W shall bill the City for its legal services at the hourly rates set forth below.

HOURLY RATE CHART*
General $285-Partner
$260-Associate
Litigation and Special Services $325-Partner
$295-Associate
Labor & Employment $325-Partner
$295-Associate
Reimbursable Services1 $400-$700-Partner
$350-$600-Associate
Bond or Financial Services2 $500 (blended for Partners and Associates) Paralegal / Law Clerks $195
Document Clerks $125
*Annual adjustments to the above rates shall be made in accordance with the change in the cost of living for the 12-month period published for the month of January, as shown in the Los Angeles, Long Beach and Anaheim Metropolitan Area U.S. Department of Labor All Urban Consumers Index; provided, however, that such adjustment shall not be lower than 4%, and such adjustment shall be rounded to the nearest dollar figure. (2) Effective January 1, 2028, the hourly rates charged by A&W to the City for its legal services shall be adjusted as follows:

HOURLY RATE CHART*
General $325 Partner
$305 Senior Associate
$285 Associate
Litigation and Special Services $385 Partner
$335 Senior Associate
$305 Associate
Labor & Employment $385 Partner
$335 Senior Associate
$305 Associate

1 The term “Reimbursable Services” means those legal services performed by A&W on behalf of the City where the City will be reimbursed by a third party / developer for those services. 2 The term “Bond or Financial Services” shall mean those situations where A&W acts as Bond Counsel for City with regard to the issuance of securities by City.

01135.0001 2069838.1
Reimbursable Services $400-$700 Partner
$350-$600 Associate
Bond or Financial Services $500 (blended for Partners and Associates) Paralegal / Law Clerks $195
Document Clerks $125
*Annual adjustments to the above rates shall be made in accordance with the change in the cost of living for the 12-month period published for the month of January, as shown in the Los Angeles, Long Beach and Anaheim Metropolitan Area U.S. Department of Labor All Urban Consumers Index; provided, however, that such adjustment shall not be lower than 4%, and such adjustment shall be rounded to the nearest dollar figure. (3) Bond or Financial Services shall be billed at $500 per hour (blended for partners and associates), and $225 for paralegals. Bond or Financial Services shall mean those situations where A&W acts as Bond Counsel for City with regard to the issuance of securities by City.
(4) Reimbursable Services shall be billed at $458 per hour for partners, $325 per hour for associates, and $228 per hour for paralegals . The term “Reimbursable Services ” means those legal services performed by A&W on behalf of the City where the City will be reimbursed by a third party / developer for those services. (5) In addition to the foregoing, the Firm would be reimbursed for out -of-pocket expenses as described in the attached Exhibit “B.”

(9) Adjustments to the rates set forth in this Amended Exhibit “A” shall be as follows: Annual adjustments to the above rates shall be made in accordance with the change in the cost of living for the 12-month period published for the month of November, as shown in the Los Angeles, Long Beach and Anaheim Metropolitan Area U.S. Department of Labor All Urban Consumers Index; provided, however, that such adjustment shall not be lower than 3%, and such adjustment shall be rounded to the nearest dollar figure.