8C
Date: January 27, 2026
To: Honorable Mayor and Members of the City Council
From: Andrei Yermakov, Info Technology Director
Ian Dailey, Finance Director
By: Jillian Wade, Senior Administrative Analyst | [email protected] Subject: Information Technology and Finance – Approve Fourth Amendment to Contract Services Agreement for Employee Payroll Services. Expenditure: Approximately $920,000 (General Fund: Approximately $460,000 Annually).
RECOMMENDATION
Recommendation of the Information Technology Director and Finance Director that City Council approve the fourth amendment to the contract services agreement with ADP, LLC of Roseland, NJ (C2018-060), in the amount of $19.61 per employee per month (PEPM) for salaried employees and $20.95 PEPM for hourly employees for a total approximate amount of $920,000, and extend the contract term through December 31, 2027 with up to five annual options for renewal.
FUNDING
Funding is available in the FY2025-26 General Fund Information Technology Department Operating Budget and is anticipated to be available in subsequent fiscal years.
DISCUSSION
In May 2018, Your Honorable Body approved a contract services agreement with ADP, LLC to implement a consolidated Human Capital Management and Payroll processing system. The City entered into the contract (C2018-060) for a five-year period beginning May 2, 2018, and ending May 1, 2023, with three (3), three-year renewable options.
The implementation of this new system formally began in August 2018 and the system went live, issuing its first payroll checks, in July 2019. Staff completed this original project on time and within budget, and this implementation has allowed the City to provide an enhanced level of service to its employees.
The first and second amendments were approved by City Council on December 3, 2019, and October 12, 2021, respectively, in order to implement the Learning Management Module and to purchase additional Time Manager Licenses. A third amendment was approved by City Council on April 25, 2023, to amend the PEPM amounts and to exercise the option to renew until May 1, 2026.
1 City Council
January 27, 2026
8 4
2 As the first optional extension is expiring in May 2026, Staff is seeking Council approval to amend the contract services agreement in the amount of $19.61 per employee per month (PEPM) for salaried employees and $20.95 PEPM for hourly employees in order to fix the fees during this initial term. Staff is also seeking to extend the contract term through December 31, 2027 with up to five annual options for renewal.
ATTACHMENTS
1. Council Item Dated May 1, 2018 (Original Contract)
2. First Amendment to Master Services Agreement with ADP, LLC
3. Second Amendment to Master Services Agreement with ADP, LLC
4. Third Amendment to Master Services Agreement with ADP, LLC
5. Fourth Amendment to Master Services Agreement with ADP, LLC 2 1
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a
THIRD AMENDMENT
TO
GLOBAL MASTER SERVICES AGREEMENT
BETWEEN
ADP, INC.
AND
CITY OF TORRANCE
This Third Amendment (the "Third Amendment"), made as of May 1,2023 ("Third Amendment Effective Date"), behveen ADP, lnc. ('ADP") and City of Torrance ("Client") contains changes, modifications, revisions and additions to the terms and conditions of the Global Master Services Agreement dated May 2,2018, as amended (the "Agreement"), between ADP and Client.
Now, therefore, in consideration of the mutual covenants contained in the Agreement and herein, and for other good and valuable consideration, ADP and Client hereby agree as follows:
1. Additional ADP Unemployment Glaims Services. As of the Third Amendment Effective Date, and in addition to the other Services provided by ADP under the Agreement, ADP will provide to Client, and Client will receive from ADP, the ADP Unemployment Claims Services (the "Additional Services") in accordance with the Pricing and Financial Terms-2 Appendix attached hereto and incorporated herein by reference, and the Agreement. For purposes of the Additional Services provided under this Third Amendment, all references in the Agreement to "Appendix'1", the "Pricing and Financial Terms", or the "Pricing and Financial Terms-1 Appendix" shall be deemed to refer to the Pricing and Financial Terms-2 Append ix attached hereto.
2. Vantage HCM Services Renewal; Fee Adjustment. As of the Third Amendment Effective Date, and in addition to the other Services provided by ADP under the Agreement, ADP will continue to provide to Client, and Client will continue to receive from ADP, the Vantage HCM Services (the "Renewed Services") in accordance with the Pricing and Financial Terms-2 Appendix attached hereto and incorporated herein by reference, and the Agreement. For purposes of the Renewed Services provided under this Third Amendment, all references in the Agreement to "Appendix 1", the "Pricing and Financial Terms", or the "Pricing and Financial Terms-1 Appendix" shall be deemed to refer to the Pricing and Financial Terms-2 Appendix attached hereto.
3. Cover Page, List of Services. As of the Third Amendment Effective Date, the list of Services on the cover page of the Agreement is hereby amended by adding the following to the end of such list:
. ADP Unemployment Claims Services - delivered via ADP Vantage HCM
4. Cover Page, List of Appendices. As of the Third Amendment Effective Date, the list of appgndices on the cover page of the Agreement is hereby amended by adding the following to the end of such list:
. Appendix: Pricing and Financial Terms-2
5. GMTC, Section 1.1. As of the Third Amendment Effective Date, Section'1.1 of the Global Master Terms and Conditions ("GMTC") is hereby amended by adding the following to the end of such section:
PI{OPRIEÎARY AND CONFIDËNTIAL TO ADP, ¡NC.
City of Torranæ Vantage Configurator Templale v2o2211 18.3_01.17.2023.x1sm C)
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1.1.10. ADP Unemployment Claims Services. Management of unemployment insurance claims, including claim administration, timely appeals, auditing of benefits charges, and hearing representation.
6. GMTC, Section 1.2. As of the Third Amendment Effective Date, Section 1.2 of the GMTC is hereby amended by adding the following to such section in the appropriate alphabetical order. "APl" means application programming interface.
"lmplementation Services" means the Services to be performed in order to commence ongoing Services.
"Wisely Now" means single-instance payment services provided through the electronically-funded, employer-authenticated paper check that Client may use to pay employee net wages and other compensation.
7. GMTC, Section 12.1. As of the Third Amendment Effective Date, Section 12.1 of the GMTC is hereby amended to read in its entirety as follows:
"12.1. lnitialTerm. This Agreement is effective upon the Effective Date and will remain in effect until the eighth (8th) anniversary of the Effective Date (the 'lnitial Term"). Client may exercise the option to extend the term of this Agreement by three years ("Renewal Term") by giving ADP 180 days' written notice prior to the end of the lnitial Term or Renewal Term, as applicable. Client may exercise the option to extend the term up to a total of two Renewal Terms. For the avoidance of doubt, the lnitial Term and all Renewal terms shall not exceed fourteen (14) years from the Effective Date."
8. GMTC, Section 12.4. As of the Third Amendment Effective Date, Section 12.4 of the GMTC is hereby amended by adding the following to the end of such section:
12.4.4. Additional Termination Provisions for ADP Health Compliance Services. Either party may, upon notice to the other, terminate all or any portion of the ADP Health Compliance Services if, in the case of ADP, ADP determines that it can no longer perform its obligations due to changes in or application of applicable law or if, in the case of Client, Client determines that it can no longer receive or have a need to receive all or a portion of the ADP Health Compliance Services due to changes in or application of applicable law.
12.4.5. Additional Termination Provisions for ADP Unemployment Claims Services. Either ADP or Client may terminate the ADP Unemployment Claims Services upon 90 days prior written notice to the other party. Notwithstanding any provision to the contrary, upon termination of the ADP Unemployment Claims Services, Client's access to ADP websites containing Client's data expires and Client is responsible for downloading all relevant data prior to expiration of any such access rights.
9. GMTC, Section 14. As of the Third Amendment Effective Date, Section 14 of the GMTC is hereby amended by adding the following to the end of such section:
14.11. ADP Unemployment Glaims Services. The following additionalterms and conditions apply to the ADP Unemployment Claims Services:
14.11.1. Provision and Transfer of Information. Client will provide ADP with accurate, complete and timely information necessary for ADP to perform the ADP Unemployment Claims 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 PROPRIETARY AND CONFIDENTIAL TO ADP, INC.
C¡ty of Torranæ Vantage Configurator Templale v2o221118.3_01.'17.2023.xlsm r... 'ili.ti:l '
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will transfer this information via (i) on-line connection between ADP and Client's "o.fui",
system or (ii) inbound daiá transmissions from Client to ADP, using mutually a""dpt"Uetommun¡èát¡ons protocols and delivery methods. Client will promptly notiff ADp in writing if Glient wishes to modify the communication protocol or delivery method.
10. General provisions. This Third Amendment may be executed in multiple originalcopies, identically worded, and eaoh such executed copy constitutes an oliginal. Facsimile signature.s' electronic signatures in connection with the electronic sig'nâture delivery system utilized by ADP and signatures transferred in .óoì or a similar for."i forr"anned õopies of documenis are original si!¡natures for all purposes of this Third Amendment and the ngi""r"nt. Ril ötner terms and conditions of the Agrgemen! shall remain ín full force and effect. In the eveni õiàny conflict between the terms and conditions of this Third Amendment and the terms and conditions of the Âgreement, this Third Amendment shall prevail. The. terms defined in the Àgré"ment and used in this thñd Amendment shall have the same respective meanings as set forth in the Aireêment, unless cleafly otherwise defined in this Third Amendment. lN WITNESS WHEREOF, the parties hereto have caused thís Third Amendment to be duly executed by its authoiizád representatives as of the date below, to be effective as of the Third Amendment Effective Date.
City of Torrance,
a Califomia municipal corporation
t:
ADP, lnc.,
a New Jersey Corporation
By:
K. Chen, Mayor Tara Albritton
SVP, HCM Services
ATTEST:
rl sl u?
Poirier, MMC
Ci$ Clerk
APPROVED AS TO FORM:
PATRICK Q. SULLIVAN
Ci$ Attorney
lGounselor
Attachments - Appendix: Pricing and Financial Terms-2
By
PROPR¡ETARY AND CONFIDENTIAL TO
C¡ty of Torrance Vantåga Conl¡ouretor
ADP INC
TemplstE v2o221 1 fô 3-01 1 7 2023.xlsm Pãga 3 of l?
101
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Appendix
Pricing and Financial
Terms-2
PROPRIETARY ANO CONFIDENTIAL TO AÐP. INC. ,,.jci ttâ31
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l. Financial Detail
The fees listed in the table(s) below are based on the Services and volumes in the assumptions in Section lll (Assumptions).
$500.00Unemployment Claims
$0.00Unemployment Claims lntegration
ADP lmplementation and lntegration One-Time Fee
ADP Vantaqe HCM
New Hire Reporting
ADP Electronic l-9 Services
Employee Self Service
Manager Self Service
ADP Datacloud Analytics
New Hire Onboarding
Voice of The Employee
ADP Marketplace (APls)
Payroll Services
ADP Wage Payment Services
ADP Print and Online Statement Services
ADP Wage Garnishment Payment Services
ADP Employment Tax Services
Talent Manaqement Solutions
ADP Learning Management System
ADP Unemolovment Claims Services
ADP Time & Attendance Services
Leave
Analytics
Benefits Services
ADP Benefits Administration Services
Employee Decision Support Tools
ADP Health Compliance Services
ADP Health Compliance
Application/Hostinq Services
Hosting Facility & Services
General Servíces
Market and People lnsights
Document Cloud
Per Employee Per Month (PEPM)
$18.30
Ongoing Services Fees
INCLUDES:
Per Employee Per Month (PEPM) $18.30
PROPRIETARY AND CONFIDENTIAL TO ADP
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Ongoing Services Fees Per Employee Per Month (PEPM)
- Prícing assurnes 1599 paid employees and 0 unpaid employees. AIt fees will be based on a minimum of 1120 employees per month, and Client sh'all pay such minimum fee should the Cliênt's actual usage decreases below such minimum. Forthe putpose of invoicing, employee counfs (actuat or minimum) are defined as employees in non-terminated status. lf applicable, items not included in the PEPM are stated below:
ll. Additional Seruices
Subject to Section lV.l. (Fee Adjustments), the fees for certain additional services are listed in the table below These fees are based on the scope of work outlined and will be charged at the applicable rates as they occur. 1,855 $3.35 per W-2W-2s
$222.58 per month Minimum $42.50Unemployment Claims Monthly Rate Unemployment Claims Services
Based onUnits FrequencyOngoing Services Fees
Payroll Services
Rate per
Unit
$2,500.00 Monthly
- $100 per processing$100.00
$35.00
- Per item mailed
Per wireWire Fees
$25.00
- Per state per month$150.00
- Per Tax lD Applied For$150.00
0Hosting
0 0
0 0
Per0
occurrence
0 Per
occurrence
0 Per
transaction
Pays/Distribution Adjustment Payrolls
State/Local Fees Tax Jurisdictions in Applied For
Tax Registration Services
Per ltem
$35.00
Direct Mail Services
Status
- Per database per month (excluding
the one (1) production and one (1)
testing instance included in base
hosting fee)
Additional Client Requested
Databases - Temporary or
Permanent
Applies to:
- Reverse wire
- Direct wire
Stop Payments, Void, Cancelled
Check or Direct Deposits
Per
processing
Per
transaction
First Class
Postage
Plus $0.10
ADPCheck Early Check Cashing
Fee
ADP Employment Tax Services
ADP PayrollServices
Hosting Services
Based onFrequencyItem DescriptionCategory
Rate per
Unit (or
ADP
Prevailing
Rate)
Units
lncluded
in Fees
PROPRIETARY AND CONFIDENTIAL TO ADP
t-,ii:1 t)f 71ça!!ìt:.:. CA
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- Applies to all Federal, State, Local,
SlT, SUI returns - prepared by Client
$250.00 | Per
I occurrence
Amended Return 0Amendments
Per
occurrence
- Applies to SUl, State Recon, Local
Recon
0 $100.00SSN Changes Social Security Number Change
Exceptions Exception Return 0 $200.00 Applies to:
- Federal 941, 942, 944, 945, 1086,
w-3c
- FUTA, SIT and SUI
-cA
- NJ SIT/SUI
- State Recon and State 1096
- Local, Local Recon and Local 1096
Re-close Fee 0 $50.00 Per
occurrence
Populations Manual l-9 Transactions 0 $7.50 Per form - Per manual or paper l-9 form reviewed (re-reviews of forms are
counted as a new review) in
connection with new hires outside of
the electronic l-9 process as of the
Effective Date
Federal l-9 Retro/Conversion
Forms Processing
0 $7.50 per form - Completed Section 1; Section 2
(Scan, Verify, report and store paper
l-9s electronically (per employee)
l-9 and Federal
Retro/Conversion Section 3
Forms Processing
0 $1.00 per form - Name Change, RE-Hire or
Updating Expired Documents
l-9 and Federal
Retro/Conversion
Documentation Fee
0 $1.00 per page - Attachments over 2 charged at
$1.00 per page
Category Item Description
Units
lncluded
in Fees
Rate per
Unit (or
ADP
Prevailing
Rate)
Frequency Based on
ADP Electronic l-9 Services
ADP Unemployment Claims Services
PROPRIETARY AND CONFIDENTIAL TO ADP
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Per
additional
claim (over
88)
- A claim is defined as a claim notice
generated by a state as a result of an
individual fìling for unemployment
insurance benefits. These claim
notices are generated for each state
unemployment tax lD number under
which an employee had worked and
earned wages. States often 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 all such
claim notices require review and
processing by ADP (e.9., including
but not limited to, last emPloYer
claims, base period employer claims,
periodic qualifi cation claims,
additional benefit claims, renewed
claims and extended benefit claims.
The claim cap amount provided
under this Agreement is based on all
claim notices received and
processed by the ADP
Unemployment Group from the
state(s) as a result of an individual
filing for unemployment benefits.
ADP reports the number of claims for
billing purposes as "Claims
Processed' via our oniine lnsight
Reports which can be accessed
daily, by authorized users, to allow
for claim activity tracking
$30.35
hearing
Per Attorney states are currentlY DE,
MO, NC, SC, SD, and V\A/
Optional service available through
non-ADP affiliated attorneys.
Attorneys will be retained by ADP 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.
$154.50
Unemployment Claims - Annual 88
0 Claims &
Hearing
Consultation
Optional Third-Party Hearing
Representation in Attorney
States
Units
lncluded
in Fees
Rate per
Unit (or
ADP
Prevailing
Rate)
Based onItem DescriptionCategory Frequency
lll. Assumptions
The fees in this Appendix are based on the assumptions below and in Section lV (Financial Terms) of this Appendix. lf Client's actual requirements vary from what is stated, the parties will negotiate in good faith to adjust the fees based on those variances. Additional fees may apply to any customizations to any Service agreed to by the parties.
PROPRIETARY AND CONFIDENTIAL TO ADP
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Populations
1,599
Employees Paid Semi-Monthly
lncludedEmployees Paid Monthly
42,405
lncluded
lncluded0
0 1
Employees Paid Bi-Weekly
lncluded
lncluded
lncluded
- lncludes up to 42,405 annual checks
- lncludes up to 1 pay frequency(ies)
Annual Checks
Employees Paid Weekly
Pay Frequencies
- Processing for up to 0 employees paid monthly
included
- Processing for up to 0 employees paid semi-
monthly included
- Processing for up to 0 employees paid weekly
included
- Processing for up to 1,599 employees paid bi-
weekly included
- lncludes up to 5 Client Named Contacts who
may contact the ADP Support Team
Client Named Contacts 5 lncludedClient
Practitioners
831 lncluded - lncludes up to 831 off-cycle checks annuallyPays/ Distribution
Off-cycle Checks
- lncludes uplo2,120 payments annually2,120 lncluded
- Assumes 16% benefit eligible employee turnover160/oTurnover Garnishments Payments
Populations
Populations
lncluded
lncluded
TLM Users
Supervisor/Manager Users
1,599
160
lncluded
lncluded
Leave Users
Accruals
1,599
1,599
lncluded
lncluded
I,599
N/A
- Assumes 1,599 benefit eligible employees
- Assumes N/A benefit eligible retirees
Benefit Eligible Employees
Benefit Eligible Retirees
- Per manager user per month
- Standard assumption is 1 supervisor/manager
user for every 10 employee (core) user
- $5 per manager per month per additional
manager
Not
lncluded
- fncludes up to 50 documents and formsup to 50 lncludedForm Stored in Document Library
- lncludes up to 15 combinations of unique waiting
periods and/or rates
15 lncludedUnique Waiting Periods & Rates
- lncludes up to 18 plan types set up as pre-tax or
post-tax
18 lncludedPlan Types
- Health plans include medical, dental, vision,
prescription and do not include welfare or flexible
spending accounts
- ln the event Client (or Client vendor) requires
employees to sign an arbitration agreement ln
order to obtain benefìts coverage, Client (or Client
vendor) is responsible for such administration
45 lncludedPlan Options (e.9., medical,
dental, vision)
Category Item Description
Units
lncluded
in Fees
Rate per
Unit (or
ADP
Prevailing
Rate)
Based on
ADP PayrollServices
ADP Time & Attendance Services
ADP Benefits Administration Services
System
Configuration
PROPRIETARY AND CONFIDENTIAL TO ADP
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- Each active; Does not include set up hours for
any additional benefits, offerings or rate structures
that these groups may bring
- Life, ADD, etc.
Retiree Administration
Benefit Eligibility Groups
10 5 lncluded
lncluded
15 lncluded
Non-Health Care Plans
Not
lncluded
Not
lncluded
Health Care Plans - lncluding
lmputed lncome
lncludedNon-ADP FSA interface 1
lncludedNon-ADP COBRA interface 1
0 lncluded
lnterfaces / Data
Export
Non-Health Care lnterfaces
Not
lncluded
- ADP will provide Client with an output file in
standard ADP format for reporting of benefits data
elements required for annual fìling.
ACA Affordable Care Act (ACA)
Output File
N/A
Annual Enrollment WndowsOther
Populations Total Employees 1,599
Benefit Eligible Employees 1,599
1 lncluded
lncluded
lncluded
- lncludes Employees in Active or Leave of
Absence status
lncluded
1,599 lncluded
lncluded
I
- lncludes eligibility calculation, affordability
determination, notices of coverage, annual IRS
Forms 1094-C and 1095C, exchange notice
management, and penalty management
- Assumes 1,599 supported employees
System
Configuration
Populations
ADP Health Compliance
ADP Learning Management
System
- Pricing is based in part on the assumption that
28% of annual unemployment claims will be
protested. Should that percentage increase to
more than 33%, ADP reserves the right to
renegotiate pricing. An audit of the protested
claim volume will be performed at 6 month
intervals for the first year, and annually thereafter
lncludedClient Named Contacts 5
lncluded
Client
Practitioners
- lncludes up to 5 Client Named Contacts who
may contact the ADP Support Team
Protested Unemployment
Claims - Annual
Up to
28% of
annual
claims
Category Item Description
Units
lncluded
in Fees
Rate per
Unit {or
ADP
Prevailing
Rate)
Based on
ADP Health Compliance Services
ADP Talent Management Solutions
ADP Unemployment Claims Services
lV. Financial Terms
A. lnitial Term: The lnitial Term will expire on the third anniversary of the Third Amendment Effective Date.
B. Client Group and Approved Countries: The Client Group includes the following entities:
PROPRIETARY AND CONFIDENTIAL TO ADP
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F
Client and its Affiliates (if any) in the country(ies) identified in Section I (Financial Detail), and any Affiliates (if applicable) as may be agreed to by the parties.
The Approved Country is the United States of America.
C. lmplementation: lmplementation Fees will be billed in the month of the first live processing D. lnvoicinq:
1) Except to the extent otherwise stated below, Client will pay all invoices via direct debit of funds within 45 days of the invoice date. All amounts not paid when due are subject to a late payment charge of 1.5% pei month or 1\o/o per annum (not to exceed the maximum allowed by applicable law) of the past due amount from the due date until the date paid.
2) The ongoing Services fees billed on a monthly basis shall commence effective on the first day of the month iñ whlch the Services are made available to Client. Client understands that the ongoing Services fees will be invoiced whether or not all components of the Services have gone live.
Currencv: All fees in this Appendix are shown in USD and Client shall make payments for the Services in USD.
Taxes: Unless Client provides ADP a valid tax exemption or direct pay certificate, Client will pay directly, or *itt p"y 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.
Cost Reimbursement Fee: lf Client terminates any or all of the Services prior to the expiration of the Term @iÀop,smaterialbreachpursuanttoSection12.2o1theAgreement,Clientwillpay to ADÞ an Early Termination Fee equal to A multiplied by B multiplied by C, where A equals the number of months remaining prior to the expiration of the Term at the effective date of termination, and B equals the average monthly fee for the terminated Services during the twelve-month period immediately preceding the terminãtion (or a shorter period of time if monthly fees have been payable for less than 12 months at the termination date), and C equals thirty percent (30%). lf monthly fees for Services have not yet been payable at the time of termination, B will equal the estimated monthly fees that would have been payable under this Agreement. ln the case of a partial termination, ADP may equitably adjust the fees for the remaining Services, añd Client will be responsible for any reconfiguration work. Client will also pay the Early Termination Fee in the event of any reduction in Client's volume or usage of the Services by more than fifty percent (50%).
Postaqe. Shippinq. Travel and other Out-of-Pocket Exoenses: ADP will invoice Client for postage charges, deltvery ðharges, other third-party charges incurred on behalf of Client, and reasonable travel and out-of-pocket expenses.
l. Fundinq Requirements and Disbursement Disclosure:
a) For ADP Employment Tax Services, Client will provide:
Tax Liability lmpounding Schedule
. \y'ühat: All Federal, state and local withholding, Social Security/Medicare (FICA) employee withholding and employer contribution, and FUTA and SUI contributions . Method: Reverse wire to ADP
. Timinq: By 6:00 a.m. Pacific time on the Business Day immediately before the associated payroll check date
G
H
PROPRIETARY AND CONFIDENTIAL TO ADP
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b) For ADP Wage Payment Services, Client will provide
Net Pay lmpounding Schedule
. \Mrat:Allnet pay funding (otherthan forAL|NE Cards)
. Method: Reverse wire to ADP
. Timing: By 6:00 a.m. Pacific time on the date that is two Business Days prior to associated payroll check date
. \y'úhat: Net pay funding for ALINE Cards
. Method: lssuing Bank establishes method of delivery
. Timinq: lssuing Bank establishes the deadline
c) For ADP Wage Garnishment Services and Fees, Client will provide Funding
o Wrat: Wage garnishment information, deductions and liabilities . Method: Reverse wire to ADP
o Timing: By 6:00 a.m. Pacific time on the date that is one Business Day prior to the associated . payrollcheck date
Fee Adiustments: The fees set forth in this Appendix will remain fixed during the first year following the Third Amendment Effective Date. During the remainder of the lnitial Term, ADP will increase the fees for the Services on an annual basis by 3% with 30 days' prior written notice. After the lnitial Term, ADP will modify the fees on an annual basis upon 30 days' prior written notice to Client.
Chanqe Control: ln the event either party requests a change in the scope of the Services (including tmpþmentation Services) (each a "Change Control ltem"), the parties shall address such change request via ADP's change control process. Change Control ltems and the cost associated with such changes (if any) to the Services shall be mutually agreed to by the parties, with the exception of Change Control ltems that are required to be made by law or regulation applicable to the Services or to the duration of lmplementation Services, which ADP will notify Client of prior to making such change. 1) The standard hourly rate for a Change Control ltem is $200.00; provided, however, that ADP may increase that rate as follows:
(a) By 50% Íor Change Control ltems requested by Client after October l st which ADP agrees to deliver by January 31st;
(b) By 25o/ort, after receiving a Change Control Notice, the Client requests an expedited timeframe for completion of the Change Control ltem.
PROPRIETARY AND CONFIDENTIAL TO ADP
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111
ATTACHMENT 5
112
113
114
115
116
117
118
119
120
121
122
123
124
125
126