8N
Date: March 24, 2026
To: Honorable Mayor and Members of the City Council
From: Andrei Yermakov, Information Technology Director
Ian Dailey, Finance Director
By: Jillian Wade, Senior Administrative Analyst | [email protected] Subject: Information Technology and Finance – Approve Revised 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 revised 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.
The revised fourth amendment incorporates updated contractual terms provided by ADP, including revisions associated with third-party software services utilized as part of the City’s payroll processing system.
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.
Implementation 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 1 City Council
March 24, 2026
on April 25, 2023, to amend the PEPM amounts and to exercise the option to renew until May 1, 2026.
On January 27, 2026, Your Honorable Body approved the Fourth Amendment to the Contract Services Agreement to amend the per employee per month (PEPM) amounts and exercise the option to renew the agreement through December 31, 2027.
During the contract execution process, ADP subsequently advised the City that the amendment did not include certain required terms relating to third-party software providers that support the platform. As a result, ADP is unable to execute the amendment without incorporation of this additional language.
Because these revisions materially modify the agreement terms previously approved, formal City Council approval is required prior to execution. Staff is therefore requesting approval of the revised Fourth Amendment incorporating the updated terms to ensure continuity of payroll and human capital management services without disruption.
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. Revised Fourth Amendment to Master Services Agreement with ADP, LLC 2 1
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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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ATTACHMENT 4
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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?
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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
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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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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
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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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110
PROPRIETARY AND CONFIDENTIAL TO ADP
City of Torrance, CA
FOURTH AMENDMENT
TO
GLOBAL MASTER SERVICES AGREEMENT
BETWEEN
ADP, INC. AND CITY OF TORRANCE, CA
This Fourth Amendment (the “Fourth Amendment”), made as of (“Fourth Amendment Effective Date”) between ADP, Inc. f/k/a ADP, LLC (“ADP”) and City of Torrance, CA (“Client”) contains changes, modifications, revisions and additions to the terms and conditions of the Global Master Services Agreement, effective as of May 2, 2018, as amended, between ADP and Client (the “Agreement”).
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 Time & Attendance (Workforce Manager) Services . On the date that the ADP Time & Attendance (Workforce Manager) Services are in a live production environment (the “WFM Go-Live 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 Time & Attendance (Workforce Manager) Services (the “ Additional Services ”) in accordance with the Pricing and Financial Terms appendix, attached hereto and incorporated herein, and the Agreement. For the purposes of the Additional Services provided under this Fourth Amendment, all references in the Agreement to “Appendix 1” or the “Pricing and Financial Terms” are deemed to refer to the Pricing and Financial Terms appendix attached hereto.
2. Renewal; Fee Adjustment. As of the Fourth 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 existing Services (the “Renewed Services”) set forth in the Pricing and Financial Terms Appendix, attached hereto and incorporated herein, and in accordance with such appendix and the Agreement. For the purposes of the Renewed Services provided under this Fourth Amendment, all references in the Agreement to “Appendix 1” or the “Pricing and Financial Terms” are deemed to refer to the Pricing and Financial Terms appendix attached hereto.
3. Termination of Services. As of the WFM Go-Live Date, (i) the Vantage Time and Attendance Management Services (eTime) (the “Terminated Services”) are hereby terminated and all terms and conditions related to such Terminated Services are hereby void and of no further force or effect and (ii) the PEPM for the Vantage HCM Services will decrease by $3.13.
4. GMTC, Section 1.1 . As of the Fourth Amendment Effective Date, Section 1.1 of the Global Master Terms and Conditions (“ GMTC”) is amended by adding the following to the end of such section in the appropriate alphabetical order:
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.
Additional options include solutions to assist with more advanced scheduling management, absence management, and activity tracking.
5. GMTC, Section 1.2 . As of the Fourth Amendment Effective Date, Section 1.2 of the GMTC is amended by adding the following to such section in the appropriate alphabetical order. “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.
ATTACHMENT 5
111
PROPRIETARY AND CONFIDENTIAL TO ADP
City of Torrance, CA
“Biometric Identifier” means a retina or iris scan, fingerprint, voiceprint, or scan of hand or face geometry. “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.
“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.
“Biometric User” means Client’s employees or independent contractors who
use Biometric Services to
record
their attendance, hours worked
or other work-related data.
6. GMTC, Section 2. As of the
Fourth
Amendment Effective Date, Section 2 of the
GMTC is amended by
adding the following to the end of such section:
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.
7. GMTC, Section 5. On the WFM Go
-
Live Date, Section 5.6 of the GMTC is deleted and replaced with
the
following:
5.6 Third Party Software
. Notwithstanding Sections 5.1 through 5.4, the ADP Time & Attendance Services (ADP Workforce Manager) component of ADP Vantage HCM shall be subject to the additional licensing or access terms set forth at
www.adp.com/WorkforceManagerTerms
. A copy of the Workforce Manager Terms
current as of the Effective Date are attached hereto as Exhibit 1 for Client’s convenience.
8. GMTC, Section 7.3 . As of the Fourth Amendment Effective Date, Section 7.3 of the GMTC is amended as follows:
a. by deleting the period at the end
of Section 7.3 and
replacing
such deleted
period with “; and”,
and
b. by adding the
following to the
end of Section 7.3; and
c. by adding a new section at the
end of 7.3
as follows: “7.3.8 Client’s biometrics indemnity.”
9. GMTC, Section 12.1 As of the Fourth
Amendment Effective Date, Section
12.1 of the GMTC is amended
as
follows:
12.1 Initial
Term. This Agreement is effective upon
the
Effective Date
and will
remain in effect until December
31, 2027 (the “ Initial Term ”). Client may exercise one
-
year option terms (each a “ Renewal Term ” and
collectively, the “Renewal Terms”)
by giving ADP 180 days’ written notice prior to the end of the Initial Term or Renewal Term, as applicable. Client may exercise up to a total of five (5) one
-
year Renewal Terms.
10. GMTC, Section 12.4
.
As of the
Fourth
Amendment Effective Date, Section
12.4 of the
GMTC is amended
by
adding the following to the end of such section:
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PROPRIETARY AND CONFIDENTIAL TO ADP
City of Torrance, CA
12.4.7. Additional Termination Provision 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.
11. GMTC, Section 14. As of the Fourth Amendment Effective Date, Section 14 of the GMTC is amended
as
follows:
(a) Section
14.2 of the GMTC is amended
by adding
a new subsection
as follows:
14.2.4 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.
(b) Section
14.6 of the GMTC is deleted
in its entirety and
replaced
as follows:
14.6 ADP Time & Attendance Services
. The following additional terms and conditions apply to the ADP Time & Attendance Services. As of the Fourth Amendment Effective Date, Client is not using Biometric Services and, as such, the terms of Section
14.6 (including
all subsections) relating to Biometric Services does not apply to Client; provided, however, that in the event Client activates or orders Biometric Services
in the future, Section 14.6
(including all
subsections) relating to Biometric Services
will
apply to Client as of the date
of the signed
Sales Order,
communication, or document by which Client activates or purchases Biometric Services without further notice.
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 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. If such Time & Attendance Hardware is not returned within 30
days of termination, Client
agrees to purchase same at fair market value.
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 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):
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PROPRIETARY AND CONFIDENTIAL TO ADP
City of Torrance, CA
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:
permanently destroying Biometric Data;
14.6.2.1.1.1. a retention schedule and guidelines for
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 connect ion with the use of the 114
PROPRIETARY AND CONFIDENTIAL TO ADP
City of Torrance, CA
Biometric Services. The obligations set forth herein are
excluded
from
the liability limits set forth
in Section 7 of the
Agreement.
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. (c) Section
14.7.1 is amended
by adding
language
to the
end
of the section
as follows:
“ADP will act solely in the capacity of a third party service provider of payment processing. ADP may from time to time provide Client reasonable instructions or best practice recommendations which Client may follow, and/or documents, including documents populated with Client Content, for Client’s use and ADP shall not be responsible for compliance of such documents. The ADP Wage Garnishment Payment Services are not a substitute for the 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 exists or will be formed between ADP and Client.”
(d) Section
14.9 of the GMTC is amended
by adding
a new subsection
as follows:
14.9.3. 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.
12. General Provisions. This Fourth
Amendment may be
executed
in multiple original copies, identically worded,
and each such executed copy constitutes an original. Electronic signatures in connection with the electronic signature delivery system utilized by ADP
and signatures transferred in .pdf or a similar format for scanned copies of documents are
original
signatures for all purposes of this Fourth
Amendment and
the
Agreement. All other terms
and conditions of the Agreement remain in full force and
effect. In the event of any conflict between
the terms and
conditions of this Fourth Amendment and the terms and conditions of the Agreement, this Fourth Amendment prevails. The terms defined in the Agreement and used in this Fourth Amendment have the same respective meanings as set forth in the Agreement, unless clearly otherwise defined in this Fourth Amendment. 115
PROPRIETARY AND CONFIDENTIAL TO ADP
City of Torrance, CA
IN WITNESS
WHEREOF, the
parties hereto have caused this Fourth Amendment to be duly executed by its authorized representatives as of the date below, to be effective as of the Fourth Amendment Effective Date.
ADP, Inc. City of Torrance, CA
By:
*SignerNumber2
By:
*SignerNumber1
Name:
*NameSignerNumber2
Name:
George K. Chen
Title:
*TitleSignerNumber2
Title:
Mayor
Date:
*DateSignerNumber2
Date:
*DateSignerNumber1
ATTEST:
__________________________________
Rebecca Poirier, MMC
, City Clerk
APPROVED AS TO FORM:
PATRICK Q. SULLIVAN
City Attorney
By:______________________________
Jeanne
-
Marie K. Litvin
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PROPRIETARY AND CONFIDENTIAL TO ADP, INC.
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I. Financial Detail
The fees listed in the table(s) below are based on the Services and volumes in the assumptions in Section III (Assumptions).
One-time Implementation Fees One-time
Cost
INCLUDES: $20,000.00
ADP Workforce Manager
Hourly Timekeeping
Accruals and Leave
Analytics - ADP Workforce Manager
Sub-total One- Time Implementation Fees $20,000.00
Total Estimated One- Time Implementation Fees $20,000.00 - Pricing does not include travel and related expenses, any such expenses will be billed as incurred.
Ongoing Services Fees Per Employee Per Month (PEPM)
INCLUDES: $18.84
ADP Vantage HCM
New Hire Reporting
ADP Electronic I-9 Services
Employee Self Service
Manager Self Service
ADP DataCloud Analytics
New Hire Onboarding
Payroll Services
ADP Wage Payment Services
ADP Print and Online Statement Services
ADP Wage Garnishment Payment Services
ADP Employment Tax Services
Employment Verification Services
Social Service Verifications
ADP Time & Attendance Services
Leave
Analytics
Benefits Services
ADP Benefits Administration Services
Decision Support
ADP Health Compliance Services
ADP Health Compliance
Application/Hosting Services
Hosting Facility & Services
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Ongoing Services Fees Per Employee Per Month (PEPM)
General Services
Market and People Insights
Document Cloud
Sub-total Estimated Ongoing Services Fees $18.84
Total Estimated Ongoing Services Fees
- Pricing assumes 1799 paid employees and 0 unpaid employees. Effective date of this amendment and notwithstanding anything to the contrary in this Agreement, all fees will be based
on a minimum of 1259.3
employees per month, and Client
shall pay such minimum fee should the Client’s actual usage decreases below such minimum. For the purpose
of invoicing,
employee counts (actual or minimum) are defined as employees in non
-
terminated status.
- Note: The Vantage
PEPM
will decrease
by $3.13
when
Workforce
Manager goes live.
If
applicable, items not included in the
PEPM
are stated
below:
Ongoing Services Fees Units Rate per Unit Frequency Based on Payroll Services
W- 2s 2,084 $3.45 per W-2
ADP Workforce Manager
Hourly Timekeeping 1,410 $3.91 PEPM
Salary Timekeeping 250 $2.57 PEPM
Accruals and Leaves 1,660 $0.58 PEPM
Analytics - ADP Workforce Manager 1,660 $0.75 PEPM
3rd Party Integration 1 $0.00 PEPM
Time & Attendance Services
Additional Managers above 10:1 ratio 45 $5.30 mgr/month Price per additional manager over the included 10:1
employee/manager ratio
$5
per manager per month..
Does
not apply to WorkForce Manager
product
ADP Compliance Solutions
Unemployment Claims Services with
Claims Management and Hearing
Consultation
1 $222.58 Per month
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II. Additional Services
Subject to Section IV.I (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.
Category
Item Description
Units
Included
in Fees
Rate per
Unit (or
ADP
Prevailing
Rate)
Frequency
Based on
Hosting Services
Hosting Additional Client Requested
Databases - Temporary or
Permanent
0 $2,500.00 Monthly - Per database per month
(excluding
the one
(1) production
and one (1) testing instance
included in base hosting fee)
ADP Payroll Services
Pays/Distribution Adjustment Payrolls 0 $100.00 Per
processing
- $100 per processing
ADPCheck Early Check
Cashing Fee
0 $35.00 Per
transaction
Direct Mail Services 0 First Class
Postage
Plus $0.15
Per Item - Per item mailed
Wire Fees 0 $35.00 Per wire Applies to:
- Reverse
wire
- Direct wire
Stop Payments, Void,
Cancelled Check or Direct
Deposits
0 $25.00 Per
occurrence
ADP Employment Tax Services
State/Local Fees Tax Jurisdictions in Applied
For Status
0 $150.00 Per
occurrence
- Per state per month
Tax Registration Services 0 $150.00 Per
transaction
- Per Tax ID Applied For
Amendments Amended Return 0 $250.00 Per
occurrence
- Applies to all Federal, State,
Local, SIT, SUI returns - prepared
by Client
SSN Changes Social Security Number
Change
0 $100.00 Per
occurrence
- Applies to SUI, State Recon,
Local Recon
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
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Category
Item Description
Units
Included
in Fees
Rate per
Unit (or
ADP
Prevailing
Rate)
Frequency
Based on
Re- close Fee 0 $50.00 Per
occurrence
ADP Time & Attendance Services
Other Additional Managers above
10:1 ratio
1 $5.00 mgr/month Price per additional manager over
the included 10:1
employee/manager ratio $5 per
manager per month. Does not
apply to WorkForce Manager
product
ADP Electronic I-9 Services
Populations Manual I- 9 Transactions 0 $7.50 Per form - Per manual or paper I- 9 form reviewed
(re-
reviews
of forms are
counted as a new review) in
connection
with new hires outside
of the electronic I-9 process as of
the Effective Date
Federal I-9 Retro/Conversion
Forms Processing
0 $7.50 per form - Completed Section 1; Section 2
(Scan, Verify, report and store
paper I-
9s electronically (per
employee)
I- 9 and Federal
Retro/Conversion Section 3
Forms Processing
0 $1.00 per form - Name Change, RE- Hire or
Updating
Expired
Documents
I- 9 and Federal
Retro/Conversion
Documentation
Fee
0 $1.00 per page - Attachments over 2 charged at
$1.00 per page
Employment Verification Services
Reporting Implementation Fee (Wage
Type Details and/or Job Titles)
0 $2,500.00 custom
setup
- ADP can provide custom detail
wage breakdowns (Regular,
Bonus, Commissions, Overtime)
and actual job titles
ADP Unemployment Claims Services
Claims *Unemployment Claims -
Annual
0 $36.00 Per
additional
claim
*Unemployment Claims in excess of the Annual Claims Cap of 0 will be billed at $36.00 per claim. Upon receiving a request for unemployment benefits, states often issue multiple claim notices per individual during the benefit eligibility period. Each such claim notice that requires review is considered a separate claim for billing purposes. The number of claims counted for billing purposes will be
reported
to Client by ADP as "Claims Processed" via on
-
line
reports.
ADP reserves the
right to adjust
the pricing if the protested claims percentage exceeds 30%.
Optional Services *Optional Third Party Hearing
Representation in Attorney
States
N/A $150.00 Per
occurrence
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Category
Item Description
Units
Included
in Fees
Rate per
Unit (or
ADP
Prevailing
Rate)
Frequency
Based on
*Optional third party hearing available through non-ADP affiliated attorneys in Attorney States (currently AZ, DE, KY, MO, NC, SC, SD, and WV): Actual attorney fee not to exceed $150 per hearing. All hearing representation including attorney representation is subject to availability and standard
practices (e.g. Client representative attends hearing remotely if permitted or in person). 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.
Advisory Services
Strategic Advisory Services 0 Included N/A The SAS team provides organizations with insight,
actionable ideas and value
-
added
support to help clients with their
Human Capital Management
(HCM) strategy. This is a
complimentary offering
available to
our National Account Services
clients in the following areas:
- Change management and
communications strategy
- Compliance
and
regulatory affairs
- Global payroll and service
delivery
- HCM Strategy
- Talent management strategy
III. Assumptions
The fees in this Appendix are based on the assumptions below and in Section IV (Financial Terms) of this Appendix. If Client’ s actual requirements vary from what is stated,
the parties will negotiate
in good
faith to adjust the fees based
on
those vari ances.
Additional fees may apply to
any customizations to any Service agreed to by the parties.
Category
Item Description
Units
Included
in Fees
Rate per
Unit (or
ADP
Prevailing
Rate)
Based on
ADP Payroll Services
Populations Annual Checks 47,709 Included - Includes up to 47,709 annual checks Pay Frequencies 1 Included - Includes up to 1 pay frequency(ies) Employees Paid Weekly 0 Included - Processing for up to 0 employees paid weekly included
Employees Paid Bi- Weekly 1,799 Included - Processing for up to 1,799 employees paid bi- weekly included
Employees Paid Semi-Monthly 0 Included - Processing for up to 0 employees paid semi- monthly included
Employees Paid Monthly 0 Included - Processing for up to 0 employees paid monthly included
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Category
Item Description
Units
Included
in Fees
Rate per
Unit (or
ADP
Prevailing
Rate)
Based on
Client
Practitioners
Client Named Contacts 5 Included - Includes up to 5 Client Named Contacts who may contact the ADP Support Team
Pays/
Distribution
Off- cycle Checks 935 Included - Includes up to 935 off - cycle checks annually Garnishments Payments 2,385 Included - Includes up to 2,385 payments annually ADP Workforce Manager
Hourly Timekeeping Users 1,410 Included
Salaried Timekeeping Users 250 Included
Accruals and Leave Users 1,660 Included
Analytics - ADP Workforce
Manager
1,660 Included
ADP Time & Attendance Services
Populations TLM Users 1,799 Included
Supervisor/Manager Users 181 Included - Per manager user per month - Standard
assumption
is 1 supervisor/manager
user for every 10 employee (core) user
Leave Users 1,755 Included
Accruals 1,799 Included
ADP Benefits Administration Services
Populations Benefit Eligible Employees 1,799 Included - Assumes 1,799 benefit eligible employees Benefit Eligible Retirees N/A Not
Included
- Assumes N/A benefit eligible retirees
Turnover 16% Included - Assumes 16% benefit eligible employee turnover System
Configuration
Form Stored in Document
Library
up to 50 Included - Includes up to 50 documents and forms Unique Waiting Periods & Rates 15 Included - Includes up to 15 combinations of unique waiting periods and/or rates
Plan Types 18 Included - Includes up to 18 plan types set up as pre-tax or post-tax
Plan Options (e.g., medical,
dental, vision)
45 Included - Health plans include medical, dental, vision, prescription
and do
not include
welfare
or flexible
spending accounts
- In the event Client (or Client vendor) requires
employees to sign an arbitration agreement In
order to obtain
benefits coverage, Client (or Client
vendor) is responsible for such administration
Retiree Administration Not
Included
Not
Included
Benefit Eligibility Groups 15 Included - Each active; Does not include set up hours for any additional
benefits, offerings or rate structures
that these groups may bring
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PROPRIETARY AND CONFIDENTIAL TO ADP, INC.
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Category
Item Description
Units
Included
in Fees
Rate per
Unit (or
ADP
Prevailing
Rate)
Based on
Interfaces /
Data Export
Health
Care Plans - Including
Imputed Income
5 Included
Non- Health Care Plans 10 Included - Life, ADD, etc.
Non- ADP FSA interface 1 Included
Non- ADP COBRA interface 1 Included
Non- Health Care Interfaces 0 Included
Affordable Care Act (ACA)
Output File
N/A Not
Included
- ADP will provide Client with an output file in
standard
ADP format for reporting
of benefits data
elements required for annual filing.
Other Annual Enrollment Windows 1 Included
ADP Health Compliance Services
Populations Total Employees 1,799 Included - Includes Employees in Active or Leave of Absence status
Benefit Eligible Employees 1,799 Included
System
Configuration
ADP Health Compliance Included Included - Includes eligibility calculation, affordability determination, notices of coverage, annual IRS
Forms 1094
-
C and 1095C, exchange notice
management, and penalty management
ADP Talent Management Solutions
Client
Practitioners
Client Named Contacts 5 Included - Includes up to 5 Client Named Contacts who may contact the ADP Support Team
Employment Verification Services
Verifications Non- Public Sector Requests Included Included IV. Financial Terms
A. Initial Term: The Initial Term will expire on December 31, 2027. Client has the option to renew the Agreement for five one year renewal terms after the expiration date.
B. Client Group and Approved Countries: The Client Group includes the following entities:
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. Implementation: Implementation fees are due and payable on the Go- Live Date and will be included on Client’s first invoice. Client will pay the amount of such Implementation Fees in full within 30 days after the invoice date.
D. Invoicing :
1) Except to the extent otherwise stated below, Client will pay all invoices via automated clearinghouse within 30 days of the invoice
date. All amounts not paid when due are
subject to a late payment charge of 1% per month (not to exceed the maximum allowed by applicable law) of the past due amount from the due date until the date paid. 124
PROPRIETARY AND CONFIDENTIAL TO ADP, INC.
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2) The ongoing Services fees billed on
a
monthly basis shall
commence effective on
the first day of the month
in which
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.
E. Currency: All fees in this Appendix are shown in USD and Client shall make payments for the Services in USD.
F. 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.
G. Cost Reimbursement Fee : In order for ADP to recoup certain costs associated with the Services provided under the Agreement in the event of an early termination by Client, if Client terminates Services in any country or the Agreement in whole
or in part for convenience pursuant to
Section 12.2.2.1(ii) of the Global
Master Terms and Conditions, Client will
(i) if termination occurs during the implementation of Services (x) pay ADP for the Implementation Services performed prior to termination at ADP’s labor rates in this Appendix or, if the rates for a particular Service are not set forth in this Appendix, at ADP’s prevailing
labor rates (and
not at the set implementation
price
set forth in the “Financial
Detail” table) ,
and
(y) reimburse ADP for any license fees or other costs
incurred by ADP in connection with the Implementation Services and (ii) if termination occurs after the Go
-
Live Date for the applicable Services, reimburse ADP for its costs (including unamortized investments and any costs incurred that have not been recovered from fees charged) associated with the termination of the Services as set forth in the chart below, which provides the unrecovered costs as a percentage of the estimated
aggregate
ongoing
fees for Services determined
as of the Effective Date during each “year” of the Agreement.
Year 1 Year 2
Percentage of Initial Estimated Client Billing Fees as of the Effective Date 63% 32%
In the event new Services are added, the Cost Reimbursement Fee is subject to change.
H. Postage, Shipping, Travel and other Out - of - Pocket Expenses : ADP will invoice Client for postage charges, delivery charges, other third party charges incurred on behalf of Client, and reasonable travel and out- of - pocket expenses.
I. Funding Requirements and Disbursement Disclosure:
a) For ADP Employment Tax Services, Client will provide:
Tax Liability Impounding Schedule
• What: 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
• Timing: By 6:00 a.m. Pacific time on the Business Day immediately before the associated payroll check date
b) For ADP Wage Payment Services, Client will provide:
Net Pay Impounding Schedule
A. What: All net pay funding
(other than
for Payroll 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
B. What: Net pay funding
for Payroll Cards
• Method : Issuing Bank establishes method of delivery • Timing: Issuing Bank establishes the deadline
125
PROPRIETARY AND CONFIDENTIAL TO ADP, INC.
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c) For ADP Wage Garnishment Services and Fees, Client will provide:
Funding
• What: Wage
garnishment information, deductions and liabilities
• Method : Reverse wire to ADP
• Timing: By 6:00 a.m. Pacific time on the date that is one Business Day prior to the associated payroll check date
J. Fee Adjustments:
1) The fees set forth in this Appendix will remain fixed during the first year following the date of the first invoice issued for the ongoing Services provided in this Agreement. During the remainder of the Initial Term and any one year renewal terms, ADP will increase the fees for the Services on an annual basis by 6% with 30 days’ prior written notice. After the Initial Term, ADP will
modify the fees on
an
annual basis upon
30 days’ prior written notice
to Client.
K. Change Control :
In the event either party requests a change in the scope of the Services (including Implementation Services) (each a “
Change Control Item
”), the parties shall address such change request 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, with the exception 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 such change.
1) The standard
hourly rate for a Change Control Item is $200.00; provided, however, that ADP may increase that rate as follows:
(a) By 50% for Change Control Items requested
by Client after October 1st which ADP agrees to deliver by January 31st;
(b) By 25% if, after receiving a Change Control Notice, the Client requests an expedited timeframe for completion of the Change Control Item.
126
PROPRIETARY AND CONFIDENTIAL TO ADP, INC.
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EXHIBIT 1
127
Additional Terms
Applicable
to ADP® Workforce Manager Services
Article 1. The Services
1.1. The ADP® Workforce Manager Services (the “WFM Services”) that are the subject of these Additional Terms Applicable to ADP® Workforce Manager Services (this “Exhibit”) are described throughout this Exhibit and at the following Attachments. This Exhibit may be updated upon notice to Client.
Attachment 1: Workforce Manager Cloud Guidelines
Attachment 2:
Acceptable Use Policy (“AUP”)
1.2. Client’s Authorized Users may access the WFM Services on behalf of Client. “Client’s Authorized Users” are any individual or entity that directly (or through another one of Client’s Authorized Users) accesses or uses the WFM Services by virtue of any login credentials or passwords Client uses to access the WFM Services. Client is responsible for all actions taken by Client’s Authorized
Users. Client will
ensure
that Client’s Authorized Users comply with Client’s
obligations under this Agreement, including without limitation ensuring
that such Authorized
Users are under obligations
of confidentiality pursuant to a written agreement. Unless ADP breaches its obligations under this Agreement, ADP is not responsible
for unauthorized access to Client’s account, nor activities undertaken
with Client’s login credentials, nor
by Client’s Authorized Users. Client should
contact ADP immediately if Client believes an
unauthorized
person
is using
Client’s account or that Client’s account information has been compromised.
1.3. If any terms set forth in this Exhibit conflict with terms set forth in the Agreement, the terms set forth in this Exhibit shall prevail.
Article 2. Information, Confidentiality, Security and Privacy
2.1. Certain Uses
2.1.1. “Client Data” is any content that Client or Client’s Authorized Users post to or input into the WFM Services. Client owns Client Data. Client is solely responsible for Client Data, including ensuring that Client Data complies with the Acceptable Use Policy (AUP) and all applicable laws and regulations.
2.1.2. Client agrees that Client Data shall not include categories of data fields that are not required for the provision of the WFM Services, including but not limited to the following types of data: financial account numbers linked to an individual; payment card information; medical records or heath data relating to an
individual; any records from a US or non
-
US consumer reporting agency (including,
for example, credit reports) and any data falling within the definition of “Special Category Data” pursuant to the EU General Data Protection
Regulation
(EU/2016/679) unless required
for the WFM
Services. ADP and its subcontractor, UKG Kronos Systems, LLC (formerly Kronos Incorporated) (“Subcontractor”), do not accept responsibility for Client´s use of the aforementioned categories of data that are the subject of a post or input to the WFM Services.
2.2. Security and Privacy
2.2.1. Client will not provide any third party with access credentials to the WFM Services and will safeguard and compel all users to safeguard the access credentials. Client will be responsible for all acts and omissions of its users. Client will notify ADP promptly if it learns of any unauthorized use of any access credentials or any other known or suspected breach of security.
2.2.2. ADP or Subcontractor, on the one hand, and Client on the other hand, shall each comply with their respective obligations pursuant to the Data Privacy Appendix, which is an
integral part of the
128
Agreement between Client and ADP for the WFM Services. In the case of any conflict or inconsistency between
the terms of the Agreement and the terms of the Data
Privacy Appendix with
respect to data protection or security, the terms of the Data Privacy Appendix shall prevail.
Article 3. Warranty
ADP warrants during the term of the Agreement that the WFM Services, under normal operation as specified in the published documentation for the WFM Services, and when used as authorized under the Agreement, will perform substantially in accordance with such documentation. ADP DISCLAIMS ALL
OTHER WARRANTIES ON THE WFM SERVICES, EITHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
Article 4. License
4.1. Client may use the WFM Services solely for its internal business purposes subject to and conditioned on compliance with these terms. The WFM Services are provided with a limited right to use and are not sold, and ADP and Subcontractor reserve and retain all rights in the WFM Services that are not expressly granted in these terms.
Subcontractor has and shall maintain all ownership of all rights, title, and interests in the WFM Services and related documentation, and all modifications and enhancements thereof (including ownership of all trade secrets, copyrights, trademarks, brands, and other intellectual property rights pertaining
thereto). There will
be
no “work for hire” created
as
part of the WFM Services and
all works, customizations, models and developments created as part of the WFM Services shall be considered as a part of the WFM Services. Except as expressly provided in these terms this exhibit, no other use of the WFM Services is permitted. Client may not, and may not cause or permit others to: (a) reverse engineer, disassemble, adapt, translate, or decompile the WFM Services, including, without limitation, any third party components, or otherwise attempt to derive source code, trade secrets, or knowhow from the WFM Services; (b) license, sell, transfer, assign, distribute, or outsource use of the WFM Services or related documentation, or provide service bureau, data processing, or time sharing access to the WFM Services, or otherwise use the WFM Services to provide
services for third parties; (c) create
Internet "links"
to the WFM Services or "frame" or "mirror" the WFM Services on
any other server, or wireless or Internet-
based
device; (d) access or use the WFM Services or related documentation to build or support, directly or indirectly, products or services competitive to the WFM Services; (e) interfere with or disrupt the integrity or performance
of any WFM Services or any data
contained
therein; (f) attempt to gain unauthorized
access to any WFM Services or its related data, systems, or networks; or (g) remove or alter any proprietary notices or marks on the WFM Services or related documentation.
4.2. As part of the WFM Services, ADP will provide Client access to and use of various technologies (“Technology”).
ADP or our Subcontractor own all title or possess all intellectual property rights in and to the Technology and WFM Services. Client has a right to use
this Technology subject to this Agreement and
solely to receive
the WFM Services.
No other use of the Technology is permitted. Client is specifically prohibited
from reverse engineering, disassembling
or decompiling the Technology, or otherwise attempting to derive the source code of the Technology. Client may not contact third party licensors or suppliers, including without limitation our Subcontractor, for direct support of the Technology.
4.3. The WFM Services do not include development tools for the Boomi Atmosphere Service, even if access to the Boomi AtomSphere Service by Client is possible, Client may not use administrative rights to
log in to the Boomi AtomSphere
Service for purposes of utilizing design and development tools.
Article 5. Suspension
Client is responsible
for Client’s and Client’s Authorized
User’s compliance
with the AUP. ADP and
our Subcontractor
reserve the right to review Client’s use of the WFM Services and Client Data for AUP enforcement. If ADP or our Subcontractor discover an AUP violation, and it is reasonably determined that immediate action must be taken to prevent further harm, the WFM Services may be suspended immediately without notice. In such event, ADP will promptly contact Client to discuss the violation and steps needed
to remedy the violation so
that the WFM Services
129
may be
restored
as soon as possible. If
ADP or our Subcontractor determines that the violation
does not require
suspension, ADP will notify Client of the AUP violation and discuss remediation steps.
Article 6. Effects of Termination
6.1. If the WFM Services are terminated in accordance with the terms of the Agreement:
6.1.1. Client’s right to use the WFM Services will end as of the effective date of termination, but Client will have thirty (30) days after the effective date
of termination
to access
the WFM Services for purposes
of retrieving Client Data through tools that will enable Client to extract Client Data. If
Client requires
longer access to the WFM Services after the 30th day following the effective date of termination to retrieve Client Data from time to time, such access will be subject to additional fees and otherwise subject to the terms of this Agreement.
6.1.2. Client Data will be deleted after Client’s rights to access the WFM Services and retrieve Client Data have ended. Client Data will be deleted in a series of steps in accordance
with our Subcontractor’s
standard business practices, including system backups. Final deletion of Client Data will be completed when the last backup that contained Client Data is overwritten.
6.1.3. Provisions in this Exhibit which by their nature are intended to survive in the event of a dispute or because their obligations continue past termination of the Exhibit will so survive. 130
Attachments to Exhibit 1
Attachment 1: ADP® WORKFORCE MANAGER Cloud Guidelines
Attachment 2: Acceptable Use Policy
131
ATTACHMENT 1
ADP Workforce Manager Cloud Guidelines
Solution Definition
Tenants included One standard production tenant
One partial copy non-production tenant limited to 18 months of data Additional tenants Additional partial copy tenants available for purchase invoiced monthly Connectivity
Connectivity to
Service
The Client’s end users connect to WFM Services applications via a secure SSL/TLS connection over the internet. Cooperation between ADP and Client’s IT staff may be required
to enable access. ADP will assist with validating site connectivity but assumes no responsibility for the Client’s internet connection or ISP relationships.
ADP-
related
internet traffic cannot be
filtered by proxy or caching
devices on
the client
network. ADP Workforce Manager supports vanity URL, utilizing a single domain.
SFTP accounts The ADP Workforce Manager cloud SFTP service provides a generic endpoint for Client to push and pull files — such as people import, payroll, accruals, schedules, punches, drivers, and more — to and from the ADP Workforce Manager cloud in support of Workforce Manager integrations.
The service includes two SFTP managed service accounts that Client may use to automate their integrations with the ADP Workforce Manager cloud. All managed service account logins use public key authentication to secure files in transit. Transfers of files up to 100MB are supported. Client may also purchase additional managed service accounts.
User accounts for individual (named) Client login are not supported by the SFTP service.
Usage
Secure file transfer
limits
Integration with WFM Services using the Subcontractor Cloud SFTP service is subject to the following limits:
- 20 active concurrent sessions per SFTP account
- File size transferred per SFTP session not to exceed 100MB - Storage quota of 10GB per SFTP account
The above are subject to change.
Key performance
indicators (KPIs)
KPIs can be used to monitor and control business targets and thresholds. Many KPIs are delivered
to the Client to track common workforce metrics such as overtime and
labor costs.
The Client has the option to build additional organization
-
specific KPIs using
the KPI Builder.
The number of active KPIs used with WFM Services applications will be limited to 200 per Client.
API usage Data can be accessed through APIs. ADP and its Subcontractor reserves the right to limit usage of APIs to preserve the integrity of the system. Data usage limitations will be measured on a per-minute basis. The expected volume of API calls may be exceeded by building 132
additional applications using APIs or routinely extracting large volumes of data to support an external data warehouse.
Policies
Data refresh Client can request that a copy of production tenant be moved to its non-production tenant once per week — up to the limit of data allowable in the non - production tenant.
Application updates Maintenance updates will be automatically applied as needed. New software releases will be
automatically applied according
to the release schedule
when
generally available to ADP
clients.
Data retention Customers can store production data during the Term, provided they perform “Payroll Signoff” per the product documentation.
After the WFM Services are terminated, the terms of Article 6 (Effects of Termination) will apply.
Termination support Upon termination of the WFM Services, ADP will provide access to the service for an additional 30 days so the Client may extract data.
Disaster recovery Recovery time
objective: 24 hours
Encryption Data encryption in transit and at rest is included.
Maintenance window Four hours once a week, according to defined standard schedule, which is subject to change:
Thursday, midnight – 4:00 a.m. EST
Data usage ADP or its Subcontractor has the right to use scrubbed system data to generally improve the look, feel and operating performance of the service.
Third parties The Client may contract with a third party to configure and/or implement ADP Workforce Manager applications. The Client will be responsible for creating users in the system for the third party to access the application and for maintaining the permissions those users have within the application.
Dedicated service and support accounts can be accessed only by ADP’s or its Subcontractor’s personnel or contractors.
Legal Hold ADP or its Subcontractor will comply with applicable laws and regulations when responding to subpoenas and inquiries from government agencies after consultation with Clients when applicable and possible. In the event that Client is subject to a subpoena, litigation discovery request, or government inquiry directed at Client data
or documents that are solely within the
control of ADP or its Subcontractor, ADP or its Subcontractor will, at the Client’s request, make commercially reasonable efforts to provide assistance to the extent that it is technically feasible. The Client will reimburse ADP or its Subcontractor for the costs that are incurred to provide such assistance, such as professional services fees, copying, delivery, and other handling expenses. Subject to the above, ADP or its Subcontractor will produce the relevant data or documents. Except at its sole discretion or if legally required to do so, ADP or its Subcontractor will not entertain requests to store or host legacy or archived Client data or documents for these purposes. ADP or its Subcontractor periodically reviews all matters subject to legal hold, including data that is being retained. 133
ATTACHMENT 2
Acceptable
Use
Policy
The Acceptable Use Policy set forth at www.ukg.com/acceptable - use -policy (the “Policy”) describes prohibited uses of the Workforce Manager Services (“WFM Services”). In accordance with the Agreement, Client agrees to use the WFM Services in accordance with the latest version of the Policy, which may be modified at any time.
For the purposes of the Policy, “Customer” shall mean Client, “UKG” shall mean ADP’s subcontractor UKG Kronos Systems, LLC, and “Services” shall mean
the WFM Services. In the event of a discrepancy between
the Policy and
the Agreement, the Agreement shall prevail.
134