HomeMy WebLinkAboutADP, Inc =oOgUfFO(,yC3 RESOLUTION 2024-86
ADOPTED DOC ID: 19899
THIS IS TO CERTIFY THAT THE FOLLOWING RESOLUTION NO. 2024-86 WAS
ADOPTED AT THE REGULAR MEETING OF THE SOUTHOLD TOWN BOARD ON
JANUARY 16, 2024:
RESOLVED that the Town Board of the Town of Southold hereby authorizes and directs
Supervisor Albert J. Krupski, Jr. to execute a Web Services Agreement with ADP. Inc. in
connection with Payroll in the amount of$6,500 for implementation and one time setup fees,
$27,396.00 annually for Workforce payroll solutions, and year end forms, W2s or 1099s, and
$3,728.00 annually for Fishers Island Employees Workforce payroll solutions, and year end
forms, W2s or 1099s, for an Estimated Annual Net Investment of$31,124.00 funded from
account line A.1310.4.500.150 all in accordance with the approval of the Town Attorney.
Denis Noncarrow
Southold Town Clerk
RESULT: ADOPTED [UNANIMOUS]
MOVER: Greg Doroski, Councilman
SECONDER:Brian O. Mealy, Councilman
AYES: Doroski, Mealy, Smith, Krupski Jr, Doherty, Evans
JAN 2 0 2024
Southold T®
� wn Clerk
Office of the Town Attorney
Town of Southold
Town Hall Annex, 54375 Route 25
P.O. Box 1179
Southold, New York 11971-0959
Telephone : 631-765-1939
Facsimile: 631-765-6639
MEMORANDUM
To: Denis Noncarrow, Town Clerk
From: Missy Mirabelli
Secretary to the Town Attorney
Date: January 19, 2024
Subject: ADP Inc — Electronic Payroll Services
With respect to the above-referenced matter, I am enclosing the original Agreement
together with the Resolution.
If you have any questions regarding the enclosed, please do not hesitate to call me.
Thank you.
/mm
Enclosures
cc: Accounting
-C GLOBAL MASTER
SERVICES AGREEMENT
Effective Date: ; 20_
As between:
ADP, INC. -and- Town Of Southold
(Referred to in this agreement as"ADP") (Referred to in this agreement as"Client")
One ADP Boulevard 53095 Route 25
Roseland, NJ 07068 Southold, NY 11971-4642
ADP and Client agree that ADP shall provide Client with the following services in accordance with the terms set forth in this Global Master
Services Agreement and the applicable Sales Order(as defined herein):
•ADP Payroll Services—delivered via ADP Workforce Now
•ADP Marketplace
•Employment Verification Services
•ESS&MSS Technology
•History Conversion Services
ADP,INC. Town Of Southold
Signature of Authoriz presen tive Signature of Au harized jRepresbntatl).ve1
Name-Please Print Name.-Please Print J
Chris Russo M
Title Major Accounts District Manager Title
Notwithstanding any Investment Summary that may precede this Global Master Services Agreement and the page numbering below,this signature page is the first
page of the Global Master Services Agreement and the Investment Summary that precedes it is for illustration purposes only and shall not become part of the Global
Master Services Agreement.
Appendices
• Appendix:History Conversion Services
• Appendix:Data Privacy
PROPRIETARY AND CONFIDENTIAL TO ADP, INC. Page 2
GLOBAL MASTER
SERVICES AGREEMENT
Effective Date: 120
As between:
ADP, INC. -and- Town Of Southold
(Referred to in this agreement as"ADP") (Referred to in this agreement as"Client")
One ADP Boulevard 53095 Route 25
Roseland, NJ 07068 Southold, NY 11971-4642
ADP and Client agree that ADP shall provide Client with the following services in accordance with the terms set forth in this Global Master
Services Agreement and the applicable Sales Order(as defined herein):
•ADP Payroll Services—delivered via ADP Workforce Now
•ADP Marketplace
•Employment Verification Services
•ESS&MSS Technology
•History Conversion Services
ADP,INC. Town Of Southold
Signature of Authorized Representative Signature of Authorized Representative
l41�er�' �• ��ry io.1 ��� �r-
Name-Please Print Name.-Please Print J
0 U R-R)1�0�1
Title Title
Notwithstanding any Investment Summary that may precede this Global Master Services Agreement and the page numbering below,this signature page is the first
page of the Global Master Services Agreement and the Investment Summary that precedes it is for illustration purposes only and shall not become part of the Global
Master Services Agreement.
Appendices
• Appendix:History Conversion Services
• Appendix:Data Privacy
PROPRIETARY AND CONFIDENTIAL TO ADP, INC. Page 2
Global Master Terms and Conditions
1 Definitions
1.1 ADP HCM Services.Only those Services, as defined below,that have been purchased by Client(as listed on the cover page, a Sales
Order or otherwise)will be applicable.
1.1.1 ADP Marketplace. Enable Client to build applications and/or purchase available applications via online store. Provide
access to certain Client data stored in ADP systems via industry-standard Application Programming Interfaces(APIs).
1.1.2 ADP Payroll Services. Administration and processing of payroll including performing gross-to-net calculations and
generating and/or transmitting of payment instructions, and also including:
1.1.2.1 ADP Employment Tax Services. Coordination of payroll-related tax and/or regulatory agency deposits, filings
and reconciliations on behalf of employers.
1.1.2.2 ADP Wage Garnishment Payment Services. Garnishment payment processing and disbursement of
payments to appropriate Payees as directed by Client.
1.1.2.3 ADP Wage Payment Services. Payment of wages, commissions, consulting fees, or similar compensation or
work-related expenses in the employment context to employees and independent contractors via direct deposit,
check or payroll debit cards,in each case only to the extent applicable.
1.1.2.4 Print and Online Statement Services. Print and distribution of payroll checks, pay statements, and/or year-end
statements, as well as online posting of pay statements and/or year-end statements.
1.1.2.5 State Unemployment Insurance (SUI) Management Services. ADP becomes the unemployment insurance
address of record. ADP requests the state to send unemployment insurance claims, charges, tax rates and
related information to ADP and Client receives a quarterly summary of all claims.
1.1.3 ADP Workforce Now. ADP's web-based portal which provides a single point of access to ADP online solutions and
employee-facing websites and resources related to payroll, HR,benefits,talent, and time and attendance.
1.1.4 Employment Verification Services.Management of employment and income verification requests.
1.1.5 ESS & MSS Technology. Employee self-service (ESS) and Manager self-service (MSS) functionality provides all Client
Users(practitioners, managers and employees)24x7 online access to ADP Application Programs.
1.1.6 History Conversion Services. Conversion and loading of certain Client historical payroll or other human capital
management data elements into ADP's systems or a standalone history viewer,as applicable.
1.2 General
1.2.1 "ADP"has the meaning set forth on the cover page.
1.2.2 "ADP Application Programs" means the computer software programs and related Documentation, including any updates,
modifications or enhancements thereto, that are either delivered or made accessible to Client through a hosted environment
by ADP in connection with the Services.
1.2.3 "ADPCheck"means checks printed and distributed by ADP to Payees pursuant to Client's direction.
1.2.4 "ADPCheck Services" refers to ADP's payment of Client's Payees for Permitted Payments through ADPCheck.
1.2.5 "ADP Direct Deposit Services" means ADP's full service direct deposit services which includes ADP's payment of Client's
Payees who have elected to receive Permitted Payments by direct deposit into an account at a financial institution of such
Payee's selection.
1.2.6 "Affiliate" means, with respect to any entity, any other entity that controls, is controlled by or under control with such first
entity. For purposes of this Agreement, "control"(or variants of it) means the ability,whether directly or indirectly, to direct the
management and corporate policies and actions of an entity by means of ownership, contract or otherwise. Client's Affiliates
do not include third parties for whom Client is a service provider or provides outsourcing services.
1.2.7 "Agreement" means this Global Master Services Agreement, consisting of the signature pages, the Global Master Terms
and Conditions, all exhibits, annexes, appendices,addenda and schedules, and each Amendment, if any.
1.2.8 "Amendment" means a written amendment to this Agreement modifying, supplementing or amending the terms and
conditions of this Agreement.
1.2.9 "API"means application programming interface.
1.2.10 "Approved Country" means each country in which, subject to the terms of this Agreement, Client is authorized to use or
receive the Services. The following is the list of Approved Countries for the Services: United States.
1.2.11 "Business Day" means any day, except a Saturday, Sunday or a day on which ADP's bank is not open for business in the
applicable jurisdiction where services are provided by ADP.
PROPRIETARY AND CONFIDENTIAL TO ADP, INC. Page 3
1.2.12 "Cardholder" means the Payees of Client who receive a Pay Card.
1.2.13 "Client" has the meaning set forth on the cover page.
1.2.14 "Client Content"means all information and materials provided by Client, its agents or employees, regardless of form.
1.2.15 "Client Group"means Client and Client's Affiliates listed in the Sales Order who are authorized to receive the Services.
1.2.16 "Client Infringement Event" means (i) any change or enhancement in, or use of, the Services by Client or a third party on
Client's behalf other than at the direction of, or as approved by, ADP or(ii) Client's failure to use the most current release or
version of any computer software programs included in the ADP Application Programs or any corrections or enhancements
provided by ADP thereto (to the extent ADP requires Client to use the most current release or version of any computer
software programs,the implementation of such shall be at no charge to Client).
1.2.17 "Confidential Information" means all trade secrets, processes, proprietary data and documentation and any pricing and
product information, Personal Data,the terms of this Agreement, and any other information that is confidential or proprietary
provided by the disclosing party to the receiving party for use in connection with the Services or this Agreement, but does not
include information that (i) the receiving party already knows prior to its disclosure by the disclosing parry, (ii) becomes
generally available to the public, except as a result of disclosure by the receiving party in violation of this Agreement or (iii)
becomes known to the receiving parry on a non-confidential basis from a source other than the disclosing party.
1.2.18 "Data Security Breach" means a security breach as defined by applicable law or any incident that compromises the
confidentiality,integrity, or availability of Personal Data.
1.2.19 "Documentation" means all manuals, tutorials and related materials that may be provided or made available to Client by
ADP in connection with the Services.
1.2.20 "Effective Date"has the meaning set forth on the cover page.
1.2.21 "FCRA"means the Fair Credit Reporting Act, 15 U.S.C.§1681 et seq.
1.2.22 "Global Master Terms and Conditions" means the terms and conditions contained in the main body of this document
following the signature pages.
1.2.23 "Go-Live Date"means the date of commencement of the first live processing of any given Service.
1.2.24 "Implementation Services"means the Services to be performed in order to commence ongoing Services.
1.2.25 "Improvements" has the meaning set forth in Section 5.4.
1.2.26 "Indemnitee"has the meaning set forth in Section 6.3.
1.2.27 "Indemnitor"has the meaning set forth in Section 6.3.
1.2.28 "Intellectual Property Rights" means all rights, title and interest to or in patent, copyright, trademark, service mark, trade
secret, business or trade name, know-how and rights of a similar or corresponding character.
1.2.29 "Internal Business Purposes" means the usage of the Services, including the ADP Application Programs, exclusively by
the Client Group for its own internal business purposes, without the right to provide service bureau or other data processing
services,or otherwise share or distribute the Services.
1.2.30 "NACHA"means the National Automated Clearing House Association.
1.2.31 "Notice to Furnishers" means with respect to Employment Verification Services, the notice provided to a furnisher of
information pursuant to the Obligations of Furnishers of Information provided at the following URL: https:
www.consumer.ftc.gov/articles/pdf-0092-notice-to-furnishers.pdf.
1.2.32 "Payee" means any intended recipient of payments under the Payment Services and may include Client's employees,taxing
authorities, governmental agencies, suppliers, benefit carriers and/or other third parties; provided that in the case of ADP
Wage Payment Services, Payee shall be limited to Client's employees and independent contractors.
1.2.33 Payment Services" means Services that involve electronic or check payments being made by ADP to third parties on
Client's behalf and at its direction.
1.2.34 "Permitted Payment" means the legal payment of wages, commissions, consulting fees or similar compensation or work-
related expenses in the employment context.
1.2.35 "Personal Data" means any information relating to an identified or identifiable natural person. An identifiable person is one
who can be identified, directly or indirectly, in particular by reference to an identification number or to one or more factors
specific to such person's physical, physiological, mental,economic, cultural or social identity.
1.2.36 "Sales Order(s)"means the document(s) between the parties that lists the specific Services purchased by Client Group from
ADP.
PROPRIETARY AND CONFIDENTIAL TO ADP, INC. Page 4
1.2.37 "Services" means the services listed on the cover page of this Agreement (including Implementation Services related
thereto and ADP Application Programs), and such other services as the parties may agree to be performed from time to time.
1.2.38 "SOC 1 Reports" has the meaning set forth in Section 9.1.
1.2.39 "Term" means the period beginning as of the Effective Date and ending upon termination of the Agreement.
1.2.40 "Termination Event" means with respect to any party, the occurrence of any of the following: (i) under the applicable
bankruptcy laws or similar law regarding insolvency or relief for debtors, (A) a trustee, receiver, custodian or similar officer is
appointed for a parry's business or property, (B) a parry seeks to liquidate, wind-up, dissolve, reorganize or otherwise obtain
relief from its creditors, or (C) an involuntary proceeding is commenced against a parry and the proceeding is not stayed,
discharged or dismissed within thirty(30)days of its commencement, or(ii)a party's Standard and Poor's issuer credit rating
falls to or below BB.
1.2.41 "Unauthorized Third Party" means any commercial third party or business that seeks to access or accesses ADP
Application Programs using the account credentials(e.g., username and password)of a User even if such User has provided
consent.
1.2.42 "User" means any single natural person who, subject to the terms of this Agreement, is an employee or independent
contractor of Client authorized by Client to use, access or receive the Services.
1.2.43 "Verification Agent" means ADP and its subcontractors, as authorized by the Client, to perform Employment Verification
Services.
1.2.44 "Verification Data" means employment and income information disclosed on the Client's behalf in connection with
Employment Verification Services.
1.2.45 "Verifiers" means commercial, private, non-profit and government entities and their agents that wish to obtain or verify any
Client's employees or former employees Verification Data in connection with Employment Verification Services.
2 Provision and Use of Services
2.1 Provision of Services. ADP, or one of its Affiliates, will provide the Services to Client Group in accordance with the terms of this
Agreement. ADP will provide the Services in a good, diligent and professional manner in accordance with industry standards,
utilizing personnel with a level of skill commensurate with the Services to be performed.ADP's performance of the Services(including
any applicable implementation activities) is dependent upon the timely completion of Client's responsibilities and obligations under
this Agreement. Without limitation of the foregoing, Client will timely provide the Client Content necessary for ADP to provide the
Services.
2.2 Cooperation. ADP and Client will work together to implement the Services. Client will cooperate with ADP and execute and deliver
all documents, forms, or instruments necessary for ADP to implement and render the Services. Client will provide ADP with all
reasonable and necessary Client Content in the format requested by ADP, and will otherwise provide all reasonable assistance
required of Client in order for ADP to successfully implement the Services.
2.3 Use of Services. Client will use the Services in accordance with the terms of this Agreement and solely for its own Internal Business
Purposes. Client will be responsible for the use of the Services by the Client Group and the Users in accordance with the terms of
this Agreement. Client understands and agrees that only Users are permitted to access and use ADP Application Programs (and that
access by Unauthorized Third Parties is not permitted) and will reasonably cooperate with ADP to limit access to such persons. Client
is responsible for the accuracy and completeness of the Client Content provided to ADP. The Services are designed for use in the
Approved Country only and Client understands that the Services have not been designed to assist Client in complying with the laws
and regulations of any country other than the Approved Country. ADP makes no representation or warranty that access and use of
the Services from outside the Approved Country by Client employee managers and/or other Users who are not physically located in
an Approved Country comport with any local laws, regulations, or directives in any other country. Furthermore, if Client during the
implementation process or as part of the ongoing Services configures the ADP Application Programs to process additional data
elements beyond those data elements that are required by ADP to perform the Services, Client will remain solely responsible for such
configurations, including the processing of Personal Data pursuant to applicable law.
2.4 Errors. Client will promptly review all documents and reports produced by ADP and provided or made available to Client in
connection with the Services and promptly notify ADP of any error, omission, or discrepancy with Client's records. ADP will promptly
correct such error, omission or discrepancy and, if such error, omission or discrepancy was caused by ADP,then such correction will
be done at no additional charge to Client.
2.5 Records. Unless expressly included as a part of the Services, and without prejudice to ADP's obligation to retain the data necessary
for the provision of the Services, ADP does not serve as Client's record keeper and Client will be responsible for retaining copies of
all documentation received from or provided to ADP in connection with the Services to the extent required by law or Client's internal
policies.
3 Compliance
3.1 Applicable Laws. Each party will comply with laws and regulations that affect its business generally, including any applicable anti-
bribery, export control,computer fraud and data protection laws.
PROPRIETARY AND CONFIDENTIAL TO ADP, INC. Page 5
3.2 Design of the Services. ADP will design the Services, including the functions and processes applicable to ADP's performance of
the Services, to assist the Client in complying with its legal and regulatory requirements applicable to the Services, and ADP will be
responsible for the accuracy of such design. Client and not ADP will be responsible for(i)how it uses the Services to comply with its
legal and regulatory requirements and (ii) the consequences of any instructions that it gives to ADP, including as part of the
implementation of the Services, provided ADP follows such instructions. Services do not include any legal, financial, regulatory,
benefits,accounting or tax advice.
3.3 Online Statements. If Client instructs ADP to provide online pay statements, Forms W2, Forms 1099, or Forms 1095-C without
physical copies thereof, Client will be exclusively responsible for determining if and to what extent Client's use of online pay
statements, Forms W2, Forms 1099, or Forms 1095-C satisfies Client's obligations under applicable laws and the consequences
resulting from such determinations.
3.4 Data Protection Laws. During the Term of the Agreement(i) Personal Data transferred by Client or at Client's direction to ADP has
been collected by Client in accordance with applicable privacy laws; and (ii)Client has the authority to provide such Personal Data to
ADP under applicable privacy laws. ADP may not retain, sell (as defined by applicable privacy laws), use or disclose the Personal
Data for any purpose other than as needed to perform the Services,as permitted by the Agreement,or as required by law.
4 Confidentiality
4.1 General. All Confidential Information disclosed under this Agreement will remain the exclusive and confidential property of the
disclosing party. The receiving party will not disclose to any third party the Confidential Information of the disclosing parry and will
use at least the same degree of care, discretion and diligence in protecting the Confidential Information of the disclosing parry as it
uses with respect to its own confidential information. The receiving parry will limit access to Confidential Information to its
employees and independent contractors with a need to know the Confidential Information and will instruct those employees and
independent contractors to keep such information confidential. ADP may disclose Client's Confidential Information on a need to
know basis to (i)ADP's subcontractors who are performing the Services, provided that ADP shall remain liable for any unauthorized
disclosure of Client's Confidential Information by those subcontractors, (ii) employees of ADP's Affiliates, provided such employees
are instructed to keep the information confidential as set forth in this Agreement and (iii)social security agencies,tax authorities and
similar third parties, to the extent strictly necessary to perform the Services. ADP may use Client's and its employees' and other
Services recipients'information in an aggregated, anonymized form,such that neither Client nor such person may be identified, and
Client will have no ownership interest in such aggregated, anonymized data. Client authorizes ADP to release employee-related
data, and such other data as required to perform the Services, to third party vendors of Client as designated by Client from time to
time. Notwithstanding the foregoing, the receiving party may disclose Confidential Information (x)to the extent necessary to comply
with any law, rule, regulation or ruling applicable to it, (y) as appropriate to respond to any summons or subpoena or in connection
with any litigation and (z)to the extent necessary to enforce its rights under this Agreement.
4.2 Return or Destruction. Upon the request of the disclosing parry or upon the expiration or earlier termination of this Agreement, and
to the extent feasible,the receiving party will return or destroy all Confidential Information of the disclosing parry in the possession of
the receiving party, provided that each parry may maintain a copy if required to meet its legal or regulatory obligations and may
maintain archival copies stored in accordance with regular computer back-up operations. To the extent that any portion of
Confidential Information of a disclosing party remains in the possession of the receiving parry following expiration or earlier
termination of this Agreement, such Confidential Information shall remain subject to the generally applicable statutory requirements
and the confidentiality protections contained in Section 4.1.
5 Intellectual Property
5.1 Client IP Rights. Except for the rights expressly granted to ADP in this Agreement, all rights, title and interests in and to Client
Content, including all Intellectual Property Rights inherent therein and pertaining thereto, are owned exclusively by Client or its
licensors. Client hereby grants to ADP for the Term a non-exclusive, worldwide, non-transferable, royalty-free license to use, edit,
modify, adapt, translate, exhibit, publish, reproduce, copy and display the Client Content for the sole purpose of performing the
Services;provided Client has the right to pre-approve the use by ADP of any Client trademarks or service marks.
5.2 ADP IP Rights. Except for the rights expressly granted to Client in this Agreement, all rights, title and interest in and to the
Services, including all Intellectual Property Rights inherent therein and pertaining thereto, are owned exclusively by ADP or its
licensors. ADP grants to Client for the Term a personal, non-exclusive, non-transferable, royalty-free license to use and access the
ADP Application Programs solely for the Internal Business Purposes in the Approved Countries and solely up to the maximum
number of Users (if any) indicated in the Sales Order. The ADP Application Programs do not include any Client-specific
customizations unless otherwise agreed in writing by the parties. Client will not obscure, alter or remove any copyright, trademark,
service mark or proprietary rights notices on any materials provided by ADP in connection with the Services, and will not copy,
recompile, disassemble, reverse engineer, or make or distribute any other form of, or any derivative work from,such ADP materials.
5.3 Ownership of Reports. Client will retain ownership of the content of reports and other materials that include Client Content
produced and delivered by ADP as a part of the Services, provided that ADP will be the owner of the format of such reports. To the
extent any such reports or other materials incorporate any ADP proprietary information, ADP (i) retains sole ownership of such
proprietary information and (ii)provides the Client a fully paid up, irrevocable, perpetual, royalty-free license to access and use same
for its Internal Business Purposes without the right to create derivative works (other than derivative works to be used solely for its
Internal Business Purposes)or to further distribute any of the foregoing rights outside the Client Group.
5.4 Improvements. ADP will make available to Client, at no additional cost, software improvements, enhancements, or updates to any
ADP Application Programs that are included in the Services (collectively "Improvements") if and as they are made generally
available by ADP at no additional cost to ADP's other clients using the same ADP Application Programs as Client and receiving the
same Services as Client. All Improvements provided under this Section 5.4 shall be considered part of the ADP Application
Programs. If Client fails to implement Improvements provided or made available to Client by ADP, ADP shall be relieved of any
responsibility for errors or degradation in the Services and shall have no obligation to provide support for the ADP Application
Programs.
PROPRIETARY AND CONFIDENTIAL TO ADP, INC. Page 6
6 Indemnities
6.1 ADP Indemnity. Subject to the remainder of this Section 6.1, and Sections 6.3 and 7,ADP will defend Client against any third parry
claims and will indemnify and hold Client harmless from any resulting damage awards or settlement amounts in any cause of action
to the extent such cause of action is based on a claim alleging that the Services or ADP Application Programs, as provided by ADP
and used in accordance with the terms of this Agreement, infringe upon any Intellectual Property Rights of a third party in the United
States. The foregoing infringement indemnity will not apply and ADP will not be liable for any damages assessed in any cause of
action to the extent resulting from a Client Infringement Event or ADP's use of Client Content as contemplated by this Agreement. If
any Service is held or believed to infringe on any third-party's Intellectual Property Rights, ADP may, in its sole discretion, (i) modify
the Service to be non-infringing, (ii)obtain a license to continue using such Service, or(iii)if neither(i)nor(ii)are practical,terminate
this Agreement as to the infringing Service and return to Client any unearned fees prepaid by Client to ADP.
6.2 Client Indemnity. Subject to Sections 6.3 and 7, Client will defend ADP against any third party claims and will indemnify and hold
ADP harmless from any resulting damage awards or settlement amounts in any cause of action to the extent such cause of action is
based on the occurrence of a Client Infringement Event or ADP's use of Client Content as contemplated by this Agreement.
6.3 Indemnity Conditions. The indemnities set forth in this Agreement are conditioned on the following: (i) the party claiming
indemnification (the "Indemnitee") shall promptly notify the indemnifying party (the "Indemnitor") of any matters in respect of
which it seeks to be indemnified, and shall give the Indemnitor full cooperation and opportunity to control the response thereto and
the defense thereof, including without limitation any settlement thereof, (ii) the Indemnitor shall have no obligation for any claim
under this Agreement if the Indemnitee makes any admission, settlement or other communication regarding such claim without the
prior written consent of the Indemnitor, which consent shall not be unreasonably withheld, and (iii) the Indemnitee's failure to
promptly give notice to the Indemnitor shall affect the Indemnitor's obligation to indemnify the Indemnitee only to the extent the
Indemnitor's rights are materially prejudiced by such failure. The Indemnitee may participate, at its own expense, in such defense
and in any settlement discussions directly or through counsel of its choice.
7 Limit on Liability
7.1 Ordinary Cap. Notwithstanding anything to the contrary in this Agreement and subject to the remainder of this Section 7, neither
parry's aggregate liability in any calendar year shall exceed an amount equal to six (6) times the average ongoing monthly Services
fees paid or payable to ADP by Client during such calendar year for all Services(the"Ordinary Cap").
7.2 Extraordinary Cap. As an exception to Section 7.1, if damages arise from a breach of Section 4 (Confidentiality), Section 9.3 (Data
Security) or Section 9.4 (Unauthorized Third Party Access), the Ordinary Cap will be increased by an additional six (6) times the
average ongoing monthly Services fees paid or payable to ADP by Client during such calendar year for all Services (the
"Extraordinary Cap"). For the avoidance of doubt, in no case shall either party's aggregate liability in any calendar year under this
Agreement exceed an amount equal to twelve (12) times the average monthly ongoing Services fees paid or payable to ADP by
Client during such calendar year for all Services.
7.3 Matters not Subject to the Cap.The foregoing limits on liability shall not apply to the following:
7.3.1 Client's funding obligations in connection with the Payment Services;
7.3.2 Loss or misdirection of Client funds in possession or control of ADP due to ADP's error or omission;
7.3.3 In connection with the ADP Employment Tax Services, (i)interest charges imposed by an applicable tax authority on Client for
the failure by ADP to pay funds to the extent and for the period that such funds were held by ADP and (ii) all tax penalties
resulting from ADP's error or omission in the performance of such Service. The provisions of this Section 7.3.3 shall only
apply if (x) Client permits ADP to act on Client's behalf in any communications and negotiations with the applicable taxing
authority that is seeking to impose any such penalties or interest and (y)Client assists ADP as reasonably required by ADP;
7.3.4 Either parry's gross negligence, or willful, criminal or fraudulent misconduct;
7.3.5 The infringement indemnity set forth in Section 6.1 and 6.2;
7.3.6 Client's obligations to pay the fees for Services; and
7.3.7 ADP's obligations to provide credit monitoring as set forth in Section 10.2.
7.4 Mitigation of Damages. ADP and Client will each use reasonable efforts to mitigate any potential damages or other adverse
consequences arising from or related to the Services.
7.5 No Consequential Damages. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT AND ONLY TO THE
EXTENT PERMITTED BY APPLICABLE LAW, NONE OF ADP, CLIENT OR ANY BANK WILL BE RESPONSIBLE FOR SPECIAL,
INDIRECT, INCIDENTAL, CONSEQUENTIAL OR OTHER SIMILAR DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS
OR PROFITS, BUSINESS INTERRUPTIONS OR HARM TO REPUTATION) THAT ANY OTHER PARTY OR ITS RESPECTIVE
AFFILIATES MAY INCUR OR EXPERIENCE IN CONNECTION WITH THIS AGREEMENT OR THE SERVICES, HOWEVER
CAUSED AND UNDER WHATEVER THEORY OF LIABILITY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY
OF SUCH DAMAGES.The foregoing exclusion shall not apply to claims for consequential damages arising from (i)ADP's or Client's
gross negligence or willful, criminal or fraudulent misconduct, (ii) Client or Client's Users sharing or allowing access to a User's
password, User ID, or other form of user authentication, or (iii) ADP's or Client's breach or breaches of Section 4.1 or Section 9.3
under this Agreement; provided however, that any consequential damages recovered by Client or ADP in a calendar year for claims
pursuant to Sections 7.5(ii)and 7.5(iii)will be subject to the Extraordinary Cap set forth in Section 7.2 above.
PROPRIETARY AND CONFIDENTIAL TO ADP, INC. Page 7
8 Warranties and Disclaimer
8.1 Warranties. Each party warrants that (i) it has full corporate power and authority to execute and deliver this Agreement and to
consummate the transactions contemplated hereby and (ii) this Agreement has been duly and validly executed and delivered and
constitutes the valid and binding agreement of the parties, enforceable in accordance with its terms.
8.2 DISCLAIMER. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, ALL SERVICES, ADP APPLICATION PROGRAMS
AND EQUIPMENT PROVIDED BY ADP OR ITS SUPPLIERS ARE PROVIDED "AS IS" AND ADP AND ITS LICENSORS AND
SUPPLIERS EXPRESSLY DISCLAIM ANY WARRANTY, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION,
ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT,
NON-INTERRUPTION OF USE, AND FREEDOM FROM PROGRAM ERRORS, VIRUSES OR ANY OTHER MALICIOUS CODE,
WITH RESPECT TO THE SERVICES,THE ADP APPLICATION PROGRAMS,ANY CUSTOM PROGRAMS CREATED BY ADP OR
ANY THIRD-PARTY SOFTWARE DELIVERED BY ADP AND RESULTS OBTAINED THROUGH THE USE THEREOF.
9 Security and Controls
9.1 Service Organization Control Reports. Following completion of implementation of any applicable Services, ADP will, at Client's
request and at no charge, provide Client with copies of any routine Service Organization Control 1 reports ("SOC 1 Reports") (or
any successor reports thereto)that are both directly related to those Services provided hereunder for Client and already released to
ADP by the public accounting firm producing the report. SOC 1 Reports are ADP Confidential Information and Client will not
distribute or allow any third party (other than its independent auditors) to use any such report without the prior written consent of
ADP. Client will instruct its independent auditors or other approved third parties to keep such report confidential and Client will
remain liable for any unauthorized disclosure of such report by its independent auditors or other approved third parties.
9.2 Business Continuity; Disaster Recovery. ADP maintains a commercially reasonable business continuity and disaster recovery
plan and will follow such plan.
9.3 Data Security. ADP has an established information security program containing appropriate administrative, technical and physical
measures to protect Client data (including Personal Data) against accidental unlawful or unauthorized destruction, alteration,
unauthorized disclosure or access consistent with applicable laws. In the event ADP suspects any unauthorized access to, or use
of, the Services and ADP Application Programs, ADP may suspend access to the Services to the extent ADP deems necessary to
preserve the security of ADP, Client or User data.
9.4 Unauthorized Third Party Access. Client and its Users are responsible for maintaining the security and confidentiality of any
password, User ID, or other form of user authentication involved in obtaining access to ADP Application Programs, and Client and its
Users shall not disclose any confidential account access credentials or related information to Unauthorized Third Parties.
10 Data Security Breach
10.1 Notification. If ADP becomes aware of a Data Security Breach of Client's Personal Data, ADP will take appropriate actions to
contain, investigate and mitigate the Data Security Breach. ADP shall notify Client without undue delay after becoming aware that a
Data Security Breach has occurred, unless otherwise required or instructed by law enforcement or regulatory authority. ADP will
share information in its possession with Client for Client to determine any regulatory reporting obligations required by applicable law.
10.2 Other ADP Obligations. In the event that a Data Security Breach is the result of the failure of ADP to comply with the terms of this
Agreement, ADP shall, to the extent legally required or otherwise necessary to notify the individuals of potential harm, bear the
actual, reasonable costs of notifying affected individuals. ADP and Client shall mutually agree on the content and timing of any such
notifications, in good faith and as needed to meet applicable legal requirements. In addition, where notifications are required, and
where such monitoring is practicable and customary, ADP shall also bear the cost of one year of credit monitoring to affected
individuals in the applicable jurisdictions.
11 Payment Terms
11.1 Fees and Fee Adjustments.Client shall pay to ADP the fees and other charges for the Services as set forth in the Sales Order.The
recurring Services fees (excluding delivery, tax and banking (including reverse wire), jurisdiction, year-end and maintenance fees)
will remain fixed during the first six (6) months following the Effective Date, and thereafter ADP may modify the fees on an annual
basis upon thirty (30) days' prior written notice to Client. The fees presented in any Sales Order were calculated based upon
particular assumptions relative to Client requirements (including funding requirements), specifications, volumes and quantities as
reflected in the applicable Sales Order and related documentation, and if Client's actual requirements vary from what is stated,ADP
may adjust the fees based on such changes.The fees do not include any customizations to any Service.
11.2 Additional Services and Charges.Any Services provided to Client but not included in a Sales Order will be provided subject to the
terms of this Agreement and charged at the applicable rates as they occur; and those services will be considered to be"Services"for
purposes of this Agreement. Additional charges may be assessed Client in relation to the performance of the Services in certain
circumstances, including without limitation, late funding, an insufficient funds notification and emergency payment requests from
Client.
11.3 Fees for Implementation Services. Implementation fees are due and payable by Client upon the Go-Live Date for such Services.
However, if(i)this Agreement or any Service is terminated after Implementation Services have started but before the applicable Go-
Live Date or (ii) Client fails to reasonably cooperate with ADP in connection with the Implementation Services such that ADP is
unable to complete such Implementation Services, then ADP may terminate this Agreement or any Service upon written notice to
Client and, in each case, thirty percent (30%) of the total non-discounted implementation fees set forth in the Sales Order shall be
immediately due and payable by Client.
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11.4 Invoicing.ADP will notify Client of all applicable Services fees payable by Client by way of invoice or other method (i.e. ADP's on-
line reporting tool). Client will pay the amount on each invoice or such other similar document in full pursuant to the agreed upon
method of payment set forth in the Sales Order. All amounts not paid when due are subject to a late payment charge of one and
one-half percent(1.5%)per month (not to exceed the maximum allowed by applicable law)of the past due amount from the due date
until the date paid. If applicable, ADP shall invoice Client for any History Conversion Services fees upon the completion of the
Services, unless the History Conversion Services will be provided over a time period which exceeds thirty (30) days, in which case
ADP reserves the right to invoice the Client on a monthly basis for such Services rendered.
11.5 Currency.Client shall pay the fees in US dollars.
11.6 Taxes. Unless Client provides ADP a valid tax exemption or direct pay certificate, Client will pay directly, or will pay to ADP, an
amount equal to all applicable taxes or similar fees levied or based on the Agreement or the Services, exclusive of taxes based on
ADP's net income.
11.7 Postage, Shipping, Travel and Out-of-Pocket Expenses. ADP will invoice Client for postage charges, delivery charges, other
third party charges, reasonable preapproved travel expenses, and travel-related out-of-pocket expenses, as necessary to provide
the Services.
11.8 Funding Requirements and Disbursement Disclosures. With respect to Payment Services to be deducted by ACH or Pre-
Authorized Debit, Client must have sufficient good funds for payment of the payroll obligations, tax filing obligations, wage
garnishment deduction obligations, service fees (as applicable), expenses, and any other applicable charges, to be direct debited
from Client's designated account no later than one (1) Business Day prior to the pay date for the applicable payroll (in the case of
payroll processing services), or as otherwise agreed by the parties. For reverse wire clients, funds must be available (a) by 6:00
a.m. Pacific time on the Business Day immediately before the associated payroll check date (in the case of the ADP Employment
Tax Services) and (b) by 6:00 a.m. Pacific time two (2) Business Days prior to the associated payroll check date for all other
Payment Services. In consideration for the additional costs incurred by ADP in providing wire transfer service, Client agrees to pay
a reasonable fee for each wire transfer. Notwithstanding the foregoing, ADP reserves the right to modify the aforementioned
deadlines at any time and will communicate any such modifications to Client.
11.9 Change Control. In the event either party requests a change in the scope of Services (including implementation services) or any
rework is required by ADP as a result of a delay by Client in implementation of any Services (each a"Change Control Item"), the
parties shall address such change request, if possible via ADP's change control process. Change Control Items and the cost
associated with such changes (if any)to the Services shall be mutually agreed to by the parties and shall be defined in a statement
of work agreed to by the parties, with the exceptions of Change Control Items that are required to be made by law or regulation
applicable to the Services or to the duration of implementation services,which ADP will notify Client of prior to making the change.
12 Term;Termination;Suspension
12.1 Term;Termination for Convenience.This Agreement will commence on the Effective Date and remain in effect until terminated by
either parry in accordance with the terms hereof. Either party may terminate this Agreement or any Service upon ninety (90) days'
prior written notice to the other parry(except as otherwise set forth in this Section 12).
12,2 Termination for Cause. Either party may terminate this Agreement for the other's material breach of this Agreement if such breach
is not cured within sixty(60)days following notice thereof or in the event either parry is the subject of a Termination Event. In addition,
ADP may terminate this Agreement in the event Client fails to timely pay fees for Services performed within ten (10) days following
notice that such fees are past due. ADP may also terminate this Agreement or the Services immediately on written notice to Client if
the provision of Service to Client causes or will cause ADP or its Affiliates to be in violation of any laws, rules or regulations applicable
to it including any sanction laws applicable to ADP or any Affiliate.
12.3 Suspension. Without limiting the foregoing,the parties agree that Payment Services involve credit risk to ADP. Payment Services
may be suspended by ADP (A) immediately following notice to Client(i)that Client has failed to remit sufficient, good and available
funds within the deadline and via the method of delivery agreed upon as it relates to the applicable Payment Services, or(ii) if Client
breaches any rules promulgated by the NACHA (or other similar local regulator) as it relates to ADP conducting ACH (or similar
electronic payment)transactions on behalf of Client, and (B)with 24 hour notice if: (i)a bank notifies ADP that it is no longer willing to
originate debits from Client's account(s)or credits for Client's behalf for any reason or(ii)the authorization to debit Client's account is
terminated or ADP reasonably believes that there is or has been fraudulent activity on the account. If the Payment Services are
terminated or suspended pursuant to Sections 12.2 or 12.3, Client acknowledges that ADP shall be entitled to allocate any funds in
ADP's possession that have been previously remitted or otherwise made available by Client to ADP relative to the Payment Services
in such priorities as ADP may determine appropriate, including reimbursing ADP for payments made by ADP on Client's behalf to a
third party. If the Payment Services are terminated by ADP, Client understands that it will (x) immediately become solely responsible
for all of Client's third parry payment obligations covered by the Payment Services then or thereafter due (including,without limitation,
for ADP Employment Tax Services, any and all penalties and interest accruing after the date of such termination, other than penalties
and interest for which ADP is responsible under Section 7.3.3), and (y) reimburse ADP for all payments properly made by ADP on
behalf of Client to any Payee,which has not been paid or reimbursed by Client. If the Payment Services remains suspended for 30
days,the affected Payment Service shall be deemed terminated on the 31st day following suspension.
12.4 Additional Termination Provisions.
12.4.1 Additional Termination Provisions for ADP Employment Tax Services. If the ADP Employment Tax Services in the
United States are terminated, Client's access to ADP websites containing Client's data will expire 90 days from the effective
date of the termination, and Client will be responsible for downloading all relevant data, including Statements of Deposit
(SODs)prior to the expiration of such access.
12.4.2 Additional Termination Provisions for Employment Verification Services. ADP may, in its sole discretion, terminate the
Employment Verification Services at any time upon 90 days prior written notice to Client should a Verification Agent notify
ADP that it is no longer willing to provide the Employment Verification Services and ADP, after taking commercially
reasonable steps, cannot engage a successor Verification Agent.
PROPRIETARY AND CONFIDENTIAL TO ADP, INC. Page 9
12.4.3 Additional Termination Provisions for History Conversion Services. Either party can terminate History Conversion
Services at any time for any reason by providing at least ten (10) days' advance written notification to the other party. Upon
termination of the History Conversion Services by either parry for any reason, all fees and expenses for the History
Conversion Services incurred by Client prior to the termination date shall become immediately due and payable.
13 Post Termination
13.1 Scope. At any time prior to the termination of Client's access to the ADP Application Programs, Client may download Client's
information or reports available to it in conjunction with all of the Services provided to Client by ADP. Under no circumstances will
ADP be required to provide any third party with access to the ADP Application Programs, ADP's intellectual property or any
Confidential Information of ADP.
13.2 Past Due Amounts. If ADP has terminated this Agreement due to Client's failure to pay fees,ADP's obligations in Section 13.1 will
be subject to Client's payment of all past due amounts and ADP may require Client to prepay for any services.
14 Additional Terms
14.1 ADP Employment Tax Services. The following additional terms and conditions apply to the ADP Employment Tax Services:
14.1.1 Important Tax Information (IRS Disclosure)for U.S. Only. Notwithstanding Client's engagement of ADP to provide the
ADP Employment Tax Services in the United States, please be aware that Client remains responsible for the timely filing
of payroll tax returns and the timely payment of payroll taxes for its employees. The Internal Revenue Service
recommends that employers enroll in the U.S. Treasury Department's Electronic Federal Tax Payment System (EFTPS)
to monitor their accounts and ensure that timely tax payments are being made for them, and that online enrollment in
EFTPS is available at www.eftps.gov; an enrollment form may also be obtained by calling (800) 555-4477;that state tax
authorities generally offer similar means to verify tax payments; and that Client may contact appropriate state offices
directly for details.
14.2 Payment Services. The following additional terms and conditions apply to the Payment Services:
14.2.1 Client Credentialing. Client understands and acknowledges that the implementation and ongoing provision of Payment
Services are conditioned upon Client passing (and continuing to pass) a credentialing process that ADP may deem
necessary in connection with the provision of Payment Services.
14.2.2 Additional Requirements. Payment Services may be subject to the rules and standards of any applicable clearing
house, payment and/or card networks or associations. Client and ADP each agree to comply with all such rules and
standards applicable to it with respect to the Payment Services.
14.2.3 Funding Obligations. Client acknowledges that ADP is not a lender. As such, as a condition to receiving services,
Client will remit or otherwise make available to ADP sufficient, good and available funds within the agreed-to deadline and
via the agreed-to method of delivery to satisfy all of Client's third-party payment obligations covered by the Agreement.
ADP will apply such funds to satisfy such third-party payment obligations. ADP will not be required to provide Payment
Services if ADP has not received all funds required to satisfy Client's third-parry payment obligations. Client will
immediately notify ADP if it knows or should know that it will not have sufficient funds to satisfy the amounts required in
connection with the Payment Services. If Client has a material adverse change in its condition, ADP may modify the
funding method or deadline by which funds must be made available to ADP for payment to Payees. Client agrees to pay
to ADP upon demand any amounts that have been paid by ADP to satisfy Client's third parry payment obligations prior to
receiving such amounts from Client.
14.2.4 Investment Proceeds; Commingling of Client Funds. IF ADP RECEIVES CLIENT'S FUNDS IN ADVANCE OF THE
TIME ADP IS REQUIRED TO PAY SUCH FUNDS TO THIRD PARTIES,ALL AMOUNTS EARNED ON SUCH FUNDS, IF
ANY, WHILE HELD BY ADP WILL BE FOR THE SOLE ACCOUNT OF ADP. ADP may commingle Client's funds with
similar funds from other clients and with similar ADP and ADP-administered funds. ADP utilizes a funds control system
that maintains general ledger entries by client and/or by jurisdiction.
14.2.5 Recovery of Funds; Stop Payment Requests. Client agrees to cooperate with ADP and any other third parties to
recover funds erroneously issued or transferred to any Payee or credited to any Payee's account. If Client desires to stop
payment on any check or to recall or reverse any electronic payment, Client will provide ADP with a stop payment request
in the form required by ADP. Client acknowledges that ADP's placement of a stop order request is not a guarantee that
such stop payment will occur.
14.3 ADP Wage Payment Services. The following additional terms and conditions apply to ADP Wage Payment Services:
14.3.1 ADPCheck; Direct Deposit. Client agrees not to distribute any ADPChecks to Payees in a manner that would allow
Payees to access the associated funds before pay date. Prior to the first credit to the account of any employee or other
individual under ADP Direct Deposit Services, Client shall obtain and retain a signed authorization from such employee
or individual authorizing the initiation of credits to such parry's account and debits of such account to recover funds
credited to such account in error.
14.4 Tax Registration Services. ADP shall provide tax registration services as further described in this Section (the "Tax Registration
Services") in accordance with and subject to the terms of this Agreement.The Tax Registration Services provided hereunder relate
solely to ADP obtaining jurisdiction account numbers for employment tax as requested by Client. In receiving the Tax Registration
Services hereunder, Client acknowledges the following:
PROPRIETARY AND CONFIDENTIAL TO ADP, INC. Page 10
14.4.1 Client understands that ADP will not perform Tax Registration Services in connection with the following events: (i) mergers
and acquisitions; (ii) name, address or entity (corporate form) changes; (iii) applications to a state's Secretary of State; and
(iv)closing of accounts with a state taxing agency.
14.4.2 As a third-party service provider,ADP's Services hereunder are consultative in nature.ADP is not representing Client in any
dealings before any tax agencies.ADP's provision of the Tax Registration Services should not be construed as legal,tax, or
accounting advice. Client should consult its legal,tax, or accounting advisors for such advice.
14.4.3 All submissions to the taxing jurisdiction will be (i) reviewed by Client prior to submission,when provided and (ii) signed by
Client where necessary or Client will instruct ADP to affix electronically the Client signature provided by Client. By signing
the documents or requesting that ADP affix Client's electronic signature, Client is confirming that(i) Client has reviewed the
documents and/or data being submitted to the taxing jurisdiction and (ii)the information contained therein is complete and
accurate.
14.4.4 By utilizing the Tax Registration Services, Client authorizes ADP to act on its behalf in obtaining jurisdiction employment tax
account numbers including, but not limited to, affixing the electronic signature provided by Client to registration forms and
other documentation,submitting forms to tax agencies and directly communicating with such agencies as necessary.
14.4.5 Client understands that ADP's Services are based solely on the information provided by Client and/or otherwise available
for ADP in connection with the Services about Client's business established within a particular jurisdiction and other written
correspondence that is in reply to ADP's questions regarding the registration process or otherwise provided by Client. Client
authorizes ADP to rely upon such in providing the Tax Registration Services. ADP is not responsible for Tax Registration
Services provided hereunder based on any inaccurate information supplied by Client or the failure by Client to provide ADP
with information relating to the registration process.
14.4.6 Client understands that, for reasons beyond ADP's reasonable control, ADP may not be successful in securing an
employment tax account number for Client in any particular jurisdiction.
14.4.7 ADP is not responsible for any penalties or interest incurred by Client as a result of ADP's failure to timely receive Client's
identification numbers.
14.5 State Unemployment Insurance (SUI) Management Services. The following additional terms and conditions apply to the SUI
Management Services:
14.5.1 Provision and Transfer of Information. Client will provide ADP with accurate, complete and timely information necessary
for ADP to perform the SUI Management Services, including without limitations,the claimants'names, relevant dates,wage
and separation information, state-specific required information, and other documentation to support responses to
unemployment compensation agencies. Client will transfer this information via (i) on-line connection between ADP and
Client's computer system or(ii) inbound data transmissions from Client to ADP, using mutually acceptable communications
protocols and delivery methods. Client will promptly notify ADP in writing if Client wishes to modify the communication
protocol or delivery method.
14.5.2 Definition of Claim; Claim Cap. For purposes of the SUI Management Services provided under this Agreement and billed
to Client, a "claim" shall be defined as a claim notice generated by a state agency as a result of an individual filing for
unemployment insurance benefits. In addition, Client acknowledges and agrees that(i)claim notices are typically generated
for each state unemployment tax ID number under which an employee had worked and earned wages; (ii) state
unemployment agencies generally issue multiple claim notices per individual as identified by a Social Security Number
during the benefit eligibility period upon receiving a request for unemployment benefits; and (iii) all such claim notices
require review ADP (e.g., including but not limited to, last employer claims, base period employer claims, periodic
qualification claims, additional benefit claims, renewed claims and extended benefit claims). Client further acknowledges
and agrees that an applicable claim cap applies to the fees for SUI Management Services and that the claim cap shall be
stated on the Sales Order, and will be based on all claim notices processed by ADP as a result of an individual filing for
unemployment benefits. The number of claims counted for billing purposes will be reported to Client by ADP as "Claims
Processed"via on-line reports.
14.6 ADP Wage Garnishment Payment Services. The following additional terms and conditions apply to the ADP Wage Garnishment
Payment Services:
14.6.1 Description of Services. ADP will act solely in the capacity of a third parry service provider of payment processing.
14.6.2 Client's Use of Services. Client agrees not to distribute any ADPChecks to Payees in a manner that would allow Payees
to access the associated funds before pay date.
14.7 Employment Verification Services; Employee Authorized Disclosure. The following additional terms and conditions apply to the
Employment Verification Services and Employee Authorized Disclosure:
PROPRIETARY AND CONFIDENTIAL TO ADP, INC. Page 11
14.7.1 Employment Verification Services. Client authorizes ADP and Verification Agents through which Employment Verification
Services are performed to disclose, on Client's behalf, Verification Data to Verifiers who wish to obtain or verify any of
Client's employees' (or former employees')Verification Data. Verification Data will be disclosed to Verifiers who certify they
are entitled to receive such data (as described below) pursuant to FCRA, and, in the case of income information requests,
who additionally certify they have a record of the employee's consent to such disclosure or who utilize a salary key. In
accordance with FCRA, Verification Data may be provided to Verifiers where (i) the employee has applied for a benefit
(such as credit, other employment or social services assistance); (ii)the employee has obtained a benefit and the Verifier is
seeking to (a) determine whether the employee is qualified to continue to receive the benefit; and/or (b) collect a debt or
enforce other obligations undertaken by the employee in connection with the benefit; or(iii)the Verifier is otherwise entitled
under FCRA to obtain the Verification Data. In certifying they have a record of the employee's consent, Verifiers generally
rely on the employee's signature on the original application as authorization for the Verifier to access the employee's
income data at the time of the application and throughout the life of the obligation. Client understands that Verifiers are
charged for commercial verifications processed through ADP or its Verification Agents.
14.7.1.1 Data Quality. If requested by ADP, Client agrees to work with ADP during implementation to produce a test file
and validate the Verification Data using validation reports made available by ADP or its Verification Agents. If
Client uses ADP's hosted payroll processing services, ADP will utilize the latest Verification Data available on
ADP's payroll processing system.
14.7.1.2 Notice to Furnishers of Information: Obligations of Furnishers of Information". Client certifies that it has
read the Notice to Furnishers provided to Client at the following URL: https://www.consumer.ftc:gov/articles/
pdf-0092-notice-to-furnishers.pdf. Client understands its obligations as a data furnisher set forth in such notice
and under FCRA which include duties regarding data accuracy and investigation of disputes, and certifies it will
comply with all such obligations. Client further understands that if it does not comply with such obligations,
ADP may correct incorrect Verification Data on behalf of Client or terminate the Employment Verification
Services upon 90 days prior written notice to Client.
14.7.1.3 Archival Copies. Notwithstanding anything to the contrary in the Global Master Terms and Conditions, Client
agrees that, after the termination of this Agreement, ADP and its Verification Agents may maintain archival
copies of the Verification Data as needed to show the discharge and fulfillment of obligations to Client's
employees and former employees and the provisions of Section 4 of the Global Master Terms and Conditions
will continue to apply during the time that ADP and its Verification Agents maintain any such archival copies.
14.7.1.4 Employee Authorized Disclosure.ADP may disclose or use Personal Data of Client's employees to the
extent the employee requested or consented to the disclosure or use such as but not limited to when an
employee needs their identity verified when they submit an application for a bank account, cellular service,
credit or a benefit.
14.8 ADP Marketplace and Use of ADP APIs.
14.8.1 Disclaimer. ADP may provide Client with access to the ADP Marketplace. Client acknowledges that any third party
application or service purchased by Client through the ADP Marketplace is provided by a third party and not ADP and ADP
makes no endorsements, representations or warranties (including any representations or warranties regarding compliance
with laws) regarding such application or service. Client will enter into a relationship directly with the third parry 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 parry provider and not by this Agreement. ADP will not
provide any advice, service or support with respect to any third party application or service purchased on the ADP
Marketplace.
14.8.2 Transmitting Information to Third Parties. In the event that Client elects to use an API to provide any Client Content or
employee or plan participant information to any third parry, Client represents that it has acquired any consents or provided
any notices required to transfer such content or information and that such transfer does not violate any applicable
international, federal, state, or local laws and/or regulations. ADP shall not be responsible for any services or data
provided by any such third party.
14.8.3 Use of the ADP APIs. Client will use the ADP APIs to access Client's information only. Client may not use any robot,
spider, or other automated process to scrape, crawl, or index the ADP Marketplace and will integrate Client's application
with the ADP Marketplace only through documented APIs expressly made available by ADP. Client also agrees that Client
will not (a) use the ADP Marketplace or any ADP API to transmit spam or other unsolicited email; (b) take any action that
may impose an unreasonable or disproportionately large load on the ADP infrastructure, as determined by ADP; or(c) use
the ADP APIs or the ADP Marketplace in any way that threatens the integrity, performance or reliability of the ADP
Marketplace, Services or ADP infrastructure. ADP may limit the number of requests that Client can make to the ADP API
gateway to protect ADP's system or to enforce reasonable limits on Client's use of the ADP APIs. Specific throttling limits
may be imposed and modified from time to time by ADP.
14.9 ESS&MSS Technology. The following additional terms and conditions apply to the ESS&MSS Technology.
14.9.1 Client acknowledges that Client's employees or participants may input information into the self-service portions of the ADP
Application Programs.ADP shall have no responsibility to verify, nor does ADP review the accuracy or completeness of the
information provided by Client's employees or participants to ADP using any self-service features. ADP shall be entitled to
rely upon such information in the performance of the Services under this Agreement as if such information was provided to
ADP by Client directly.
14.10 History Conversion Services. ADP shall provide to Client certain history conversion professional services as indicated on the Sales
Order (the "History Conversion Services"). As a condition to receiving the History Conversion Services, Client will be subject to the
additional terms and conditions of this Agreement. The following History Conversion Services are intended for Clients that has no
more than 5,000 terminated and active records.
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14.10.1 Description of Services. The History Conversion Services shall include one or more of the Services set forth in the
accompanying appendix. History Conversion Services includes virtual training (all training is done remotely via internet
and/or telephone). History Conversion Services do not include the conversion or import of any documents.
14.10.2 Client Obligations. As a prerequisite to receiving the History Conversion Services (the "Project"), Client agrees that (a) it
has sufficient resources to allocate to the Project; (b) it will provide access to prior vendor data in order to perform an
extraction of data (access may include either extraction of data related to the history conversion or via PDF reports, or
registers; (c) it will perform an audit of converted data and review internally, in accordance with the timeline set forth below;
(d)it will consent to the direct import of the converted check history data files into ADP Workforce Now; (e)it will ensure that
all employees with data to be converted be loaded into ADP Workforce Now(to include prior year terminated employees) in
advance of the import of check history data; (f) it will provide ADP a single point of contact for data extraction from a prior
single vendor database(if multiple points of contact are required which necessitates additional data extraction work efforts
and/or separate security access rights for the external viewer, such additional work efforts would be subject to additional
fees). All other historical data items will be loaded to an external history viewer ("History Viewer") as described in the
History Conversion Services Appendix. In addition, with respect to Check History Conversion Services only ("Check
History"), Client agrees that it will complete and validate the data mapping and shall be responsible for final review of data
during mapping process. If ADP discovers errors in the data mapping following Client's final validation and submission,
corrections to the Check History data may be required. In connection therewith, additional fees may be charged by ADP in
order to correct such errors in addition to the fees described in the Sales Order. Data mapping must be completed within
sixty (60) days of the date that the Client is first able to commence the data mapping processing ("Data Mapping
Completion Date"). If Client fails to complete the data mapping by the Data Mapping Completion Date, then additional
monthly storage charges shall apply.
14.10.3 Completion of History Conversion Services. Upon completion of the History Conversion Services, Client will immediately
notify ADP if the History Conversion Services and deliverables outlined in the Sales Order have not been satisfactorily
delivered.The History Conversion Services will be deemed accepted by Client if no response has been received within five
(5)days of the date of completion of the History Conversion Services.
15 Miscellaneous
15.1 Amendment. This Agreement may not be modified, supplemented or amended, except by a writing signed by the authorized
representatives of ADP and Client.
15.2 Assignment. Neither this Agreement, nor any of the rights or obligations under this Agreement, may be assigned by any party
without the prior written consent of the other party, such consent not to be unreasonably withheld. However, Client may assign any
or all of its rights and obligations to any other Client Group member and ADP may assign any or all of its rights and obligations to
any Affiliate of ADP, provided that any such assignment shall not release the assigning parry from its obligations under this
Agreement. This Agreement is binding upon and inures to the benefit of the parties hereto and their respective successors and
permitted assigns.
15.3 Additional Documentation. In order for ADP to perform the Services, it may be necessary for Client to execute-and deliver
additional documents (including reporting agent authorization, client account agreement, limited powers of attorney, etc.) and Client
agrees to execute and deliver such additional documents.
15.4 Subcontracting. Notwithstanding Section 15.2,ADP reserves the right to subcontract any or all of the Services, provided that ADP
remains fully responsible under this Agreement for the performance of any such subcontractor. For the avoidance of doubt, third
parties used by ADP to provide delivery or courier services, including the postal service in any country or any third party courier
service, and banking institutions,are not considered subcontractors of ADP.
15.5 Entire Agreement. This Agreement constitutes the entire agreement and understanding between ADP and Client with respect to its
subject matter and merges and supersedes all prior discussions, agreements and understandings of every kind and nature between
the parties. No parry will be bound by any representation, warranty, covenant, term or condition other than as expressly stated in
this Agreement. Except where the parties expressly state otherwise in a relevant exhibit, annex, appendix or schedule, in case of
conflict or inconsistency between these Global Master Terms and Conditions and any such exhibit, annex, appendix or schedule, the
Global Master Terms and Conditions will prevail and control. Purchase orders or statements of work submitted to ADP by Client will
be for Client's internal administrative purposes only and the terms and conditions contained in any purchase order or statements of
work will have no force and effect and will not amend or modify this Agreement.
15.6 No Third Party Beneficiaries. Except as expressly provided herein or in an applicable exhibit, annex, appendix or schedule,
nothing in this Agreement creates, or will be deemed to create, third parry beneficiaries of or under this Agreement. Client agrees
that ADP's obligations in this Agreement are to Client only, and ADP has no obligation to any third party(including,without limitation,
Client's personnel, directors,officers, employees, Users and any administrative authorities).
15.7 Force Majeure. Any parry to this Agreement will be excused from performance of its obligations under this Agreement, except for
Client's obligation to pay the fees to ADP pursuant to Section 11, for any period of time that the parry is prevented from performing
its obligations under this Agreement due to an act of God, war, earthquake, civil disobedience, court order, labor disputes or
disturbances,governmental regulations,communication or utility failures or other cause beyond the party's reasonable control. Such
non-performance will not constitute grounds for breach.
15.8 Waiver. The failure by any party to this Agreement to insist upon strict performance of any provision of this Agreement will not
constitute a waiver of that provision. The waiver of any provision of this Agreement shall only be effective if made in writing signed
by the authorized representatives of ADP and Client and shall not operate or be construed to waive any future omission or breach of,
or compliance with, any other provision of this Agreement.
15.9 Headings. The headings used in this Agreement are for reference only and do not define, limit, or otherwise affect the meaning of
any provisions hereof.
PROPRIETARY AND CONFIDENTIAL TO ADP, INC. Page 13
15.10 Severability. If any provision of this Agreement is finally determined to be invalid, illegal or unenforceable by a court of competent
jurisdiction, the validity, legality or enforceability of the remainder of this Agreement will not in any way be affected or impaired and
such court shall have the authority to modify such invalid, illegal or unenforceable provision to the extent necessary to render such
provision valid, legal or enforceable, preserving the intent of the parties to the furthest extent permissible.
15.11 Relationship of the Parties. The performance by ADP of its duties and obligations under this Agreement will be that of an
independent contractor and nothing contained in this Agreement will create, construe or imply an agency,joint venture, partnership
or fiduciary relationship of any kind between ADP and Client. None of ADP's employees, agents or subcontractors will be
considered employees, agents or subcontractors of Client. Unless expressly stated in this Agreement, none of ADP, its employees,
agents or its subcontractors may enter into contracts on behalf of, bind, or otherwise obligate Client in any manner whatsoever.
15.12 Governing Law. This Agreement is governed by the laws of the State of New York without giving effect to its conflict of law
provisions.
15.13 Communications to U.S. Based Employees. Client agrees that ADP may use Client's U.S.-based employee and/or participant
name, email and mailing address to provide information about products and/or services offered by ADP directly such employees
and/or participants. Client may elect for ADP to cease such communications upon 30 days' prior written notice. In addition, each
communication sent by ADP will comply with applicable laws and will enable the recipient to opt-out of receiving additional similar
communications from ADP.
15.14 Jurisdiction. Any disputes that may arise between ADP and Client regarding the performance or interpretation of this Agreement
shall be subject to the exclusive jurisdiction of the state and federal courts of New York, New York. The parties hereby irrevocably
consent to the exclusive jurisdiction of the state and federal courts of New York, New York and waive any claim that any proceedings
brought in such courts have been brought in an inconvenient forum. THE PARTIES HEREBY IRREVOCABLY WAIVE THEIR
RIGHT TO TRIAL BY JURY.
15.15 Counterparts. This Agreement may be signed in two or more counterparts by original, .pdf(or similar format for scanned copies of
documents) or facsimile signature, each of which shall be deemed an original, but all of which together shall constitute one and the
same instrument.
15.16 Notices. All notices required to be sent or given under this Agreement will be sent in writing and will be deemed duly given and
effective (i) immediately if delivered in person, or (ii) upon confirmation of signature recording delivery, if sent via an internationally
recognized overnight courier service with signature notification requested to Client at the address indicated on the signature page
hereof or to ADP at 99 Jefferson Road, Parsippany, New Jersey 07054,Attention: Legal Department or to any other address a party
may identify in writing from time to time. A copy (which shall not constitute notice) of all such notices shall be sent to ADP at One
ADP Boulevard, MS 425, Roseland, New Jersey 07068, Attention: General Counsel and to Client at the address indicated on the
signature page hereof.
15.17 Survival. Those provisions which by their content are intended to, or by their nature would,survive the performance,termination, or
expiration of this Agreement,shall survive termination or expiration of this Agreement.
PROPRIETARY AND CONFIDENTIAL TO ADP, INC. Page 14
Appendix History Conversion Services
Description u,Available History Conversion Services
Check History Includes:Net/Gross Salary,Taxes, Deductions, Hours, Hours&Earnings Codes.
History data files will be created and imported into ADP Workforce Now for Client practitioner level access
only(not individual employee access).
Pay Rate History Includes:Position ID, Change Effective On, Compensation change Reason, Rate Type, Rate 1 Amount,
Standard Hours, Pay Frequency Code, Rate 2 Amount, Rate Currency,Annual Salary.
History data will be loaded to an external viewer provided by ResNav Solutions(see below).
Position History Includes:Job Title, Department, Business Unit, Location,Assigned Shift, Full time Employee, Pay Grade,
Job Class,Salary Structure,Allocation, Union, FLSA,Workers Compensation,Scheduled Hours, Hours
period, EEO Job Class, Cost Number, Management Position, Reports to Position ID. History data will be
loaded to an external viewer provided by ResNav Solutions(see below).Automated Export Services are
available(see below).
Benefits History(Employee Includes:Employee level Benefit selectiown data included: Plan Type and Name, Coverage Level,
Benefit Selection) Enrollment Effective and End Dates, Employee and Employer Costs per period. Does not include company
level detail for Benefit plans. History data will be loaded to an external viewer provided by ResNav
Solutions(see below).
Automated Export Services are available (see below).
Benefits I Dependent History Includes: Employee Level Dependents, Including: Dependent Tax ID, Relationship, Name,Address,
Gender, Birth Date,Type, Status, Enrollment Start and End Dates, Plan Name and type, Plan Provider
Name, Coverage level, Benefit Status.
History data will be loaded to an external viewer provided by ResNav Solutions(see below).
Automated Export Services are available (see below).
Time&Attendance History Includes:Employee Time Zone, Pay Rule, Punch Date, Punch In/Out Times&Codes,Totaled Amount,
Cumulative Total, Reason/Details.
History data will be loaded to an external viewer provided by ResNav Solutions(see below).
Automated Export Services are available(see below).
Employee Status History Includes:Changes to Employee Status, including Termination Date and Reason, Rehire Eligibility and
Date, LOA Start and Return Dates with Reasons
Loading History Data Using RosmavSolutions. History data will b loaded tanexternal history viewer provided byResNav Solutions, a
standalone system,which allows Client ooretain history from its legacy systems. History Viewer URL access will be provided 0oClient practitioner
for login with password.Access to History Viewer will be at the practitioner level only(not individual employee access).
Automated Export Services.The Automated Export Services associated with History Viewer, applies to the custom report that loads data from
the ADP Application Platform tnthe History Viewer onaone-time daily basis.The data loaded from the ADP Application P|atformtotheHistnry
Viewer/sspecific to pay rate,status and position data only.This enables joint reporting from History Viewer for both current and historical
employee data. ResNav Solutions shall setup the custom report under a specific practitioner during the history conversion process and the ADP
integration team shall initiate the automation ofthe report.
PROPRIETARY AND CONFIDENTIAL TOADP, INC. Page 15
Data Privacy Appendix
This Data Privacy Appendix is a data processing agreement under Applicable Law and supplements the Agreement, including Sections 4
(Confidentiality), 9.3 (Data Security)and 10.1 (Data Security Breach/Notification), between ADP, Inc. and Client. Capitalized terms throughout this
Data Privacy Appendix not defined in the Agreement are defined in the ADP Privacy Glossary at www.adp.com/-/media/adp/privacy/pdf/
glossary en.pdf.
PART I-GENERAL 5. Compliance Obligations. ADP will notify Client if ADP makes a
determination that it can no longer meet its Processing obligations
1. Client Obligations. Client shall only provide ADP with Client under Applicable Law.
Personal Data that: (a) is required to perform the Services; (b) has Client may, upon providing written notice to ADP, take reasonable
been collected in accordance with Applicable Law; and (c) Client steps to stop and remediate unauthorized Processing of Client
has authority to provide under Applicable Law. Personal Data.
2. ADP Obligations. ADP, as a Data Processor (or equivalent 6. Client Instructions. When receiving a Client instruction
term under Applicable Law), will comply with Applicable Law for regarding the Processing of Personal Data, ADP will notify Client if
Processing Client Personal Data pursuant to the Agreement. ADP ADP considers such instruction violates Applicable Law; however,
will not: (a) "sell" or "share" Client Personal Data; (b) retain, use, ADP is not obliged to and will not perform a legal examination with
disclose or otherwise Process Client Personal Data outside of its respect to a Client instruction.
direct business relationship with Client or for any commercial or
other purpose other than the business purposes specified in the 7. Assistance. ADP will assist Client with its data privacy
agreement(s) between Client and ADP, except as permitted by obligations where required under Applicable Law,including assisting
Applicable Law; or (c) combine Client Personal Data with personal Client in responding to and addressing Client Employee individual
data that ADP receives from, or on behalf of, other persons, or rights requests and complaints and providing Client with relevant
collects from its own interaction with a consumer, except as information for conducting data protection impact or risk
permitted under Applicable Law. ADP shall have the right to assessments.ADP reserves the right to charge for such assistance
Process Client Personal Data in order to comply with its legal rendered. If ADP receives an individual rights request or complaint
obligations (e.g., compliance with sanction laws) or in order to directly from a Client Employee, ADP shall promptly forward the
prevent,detect or investigate fraud. Client Employee request to Client.
ADP employees and contingent workers are authorized to Process
Client Personal Data to the extent necessary to provide Services g. Client Audit. ADP will answer questions asked by Client
and as permitted under the Agreement and by Applicable Law. regarding the Processing of Client Personal Data by ADP. In the
event Client reasonably considers that the answers provided by
3. De-identification and Aggregation. In addition to any right's ADP justify further analysis, ADP will, in agreement with Client,
granted to ADP in Section 4 of the Agreement to use aggregated either:
and anonymized data, ADP will not attempt to, and will not, re-
identify any Client Personal Data. (a)provide security materials known as ADP's trust package(which
includes security policy and standards overview, password
4. Transfers to Subprocessors.ADP may transfer Client Personal summary, resiliency program summary, disaster recovery program
Data to ADP Subprocessors and Third Party Subprocessors located overview, data center and hosting service summary and a third
outside of the country in which Client Personal Data was collected. party risk management executive summary), that details ADP's
Third Party Subprocessors are bound by written contracts with business processes and procedures for the Processing of Client
ADP that impose data protection terms that are not less protective Personal Data;or,
than those imposed by this Data Privacy Appendix.
An up-to-date list of ADP Subprocessors and Third Party (b) make the facilities it uses to Process Client Personal Data
Subprocessors, including locations, is accessible at htt sem:// available for an audit by a qualified independent third-party
thebridge.adp.com/workforce-now/qdpr/m/media/634. Such list may assessor reasonably acceptable to ADP, bound by confidentiality
be updated from time to time. obligations satisfactory to ADP and engaged by Client. Client will
provide a copy of the audit report to ADP's Global Chief Privacy
Officer which will be ADP Confidential
20221202
PROPRIETARY AND CONFIDENTIAL TO ADP, INC. Page 16
Information. Audits shall be conducted no more than once per year clauses, or rely upon any other lawful transfer mechanism prior to
during the term of the Agreement during regular business hours and transferring Client Personal Data to a Third Party Subprocessor or
will be subject to (i) a written request submitted to ADP at least 45 to an ADP company when the ADP Privacy Code does not apply.
days in advance of the proposed audit date; (ii) a detailed written
audit plan reviewed and approved in advance by ADP's security 11.Additional Subprocessor Obligations.Within 30 days of a written
organization; and (iii) ADP's on-site security policies. Such audits update (including electronic notice) by ADP to Client adding a new
will take place only in the presence of a representative of ADP's Subprocessor, Client may object to such new Subprocessor by
global security office, ADP's global data privacy & governance providing written notice to ADP alleging objective justifiable grounds
team, or such person designated by the appropriate ADP that such Subprocessor is unable to protect Client Personal Data. If
representative. The audits shall not be permitted to disrupt ADP's the parties cannot reach a mutually acceptable solution,ADP shall,
Processing activities or compromise the security and confidentiality at its option, either: (a) not allow the Subprocessor to access Client
of Personal Data pertaining to other ADP Clients. ADP will charge Personal Data; or(b)allow Client to terminate the relevant Services
Client a reasonable fee for such audit. in accordance with the terms of the Agreement.
PART II—GDPR 12. ADP Privacy Code EU Authorization. ADP will make
commercially reasonable efforts to maintain the EU authorization of
9. Scope. This Part II applies solely with respect to Client Personal its ADP Privacy Code for the duration of the Agreement and will
Data subject to Regulation (EU) 2016/679 on the protection of promptly notify Client of any subsequent material changes in the EU
natural persons with regard to the processing of Personal Data and authorization of its ADP Privacy Code.
on the free movement of such data ("General Data Protection
Regulations" or "GDPR"). With respect to ADP's processing of PART III-Miscellaneous
Client Personal Data subject to GDPR, the ADP Privacy Code,
located at https://vvww.adp.com/-/media/adp/privacy/pdf/
bcrpc en.pdf, governs. ADP has obtained EU authorization of its 13. Order of Precedence. In the event of a conflict between the
ADP Privacy Code. Agreement, this Data Privacy Appendix, the ADP Privacy Code
and Applicable Law,then the conflict will be resolved by giving effect
to such in the following order of precedence: (a)Applicable Law; (b)
10. International Transfers. For transfers outside of the EEA, the ADP Privacy Code; (c)this Data Privacy Appendix; and (d)the
Switzerland and United Kingdom, the ADP Privacy Code serves as Agreement.
the legal basis for the data transfer to an ADP Group Company or
between ADP and an ADP Subprocessor, which Client
acknowledges and accepts. ADP shall enter into appropriate 14.Scope.This Data Privacy Appendix provides no additional rights
contractual agreements,such as standard contractual to a Client Employee that are not already provided under the
Applicable Law to which the Client Employee is subject.
20221202
PROPRIETARY AND CONFIDENTIAL TO ADP, INC. Page 17
Sales Order
Quote Number 02-2023-641367 1
Company Information Executive Contact
Town Of Southold Michelle Nickonovitz
53095 Route 25 Deputy Comprtoller
Southold, NY 11971-4642 michelleri(asoutholdtownnV.gov
United States (631) 765-4333
Recurring Fees and Considerations
Number of Employees:280 on Town Of Southold
Per Processing Count Min Base Rate Bi-Weekly Annual
Workforce Now Payroll Solutions 280 - $100.00 $3.20 $996.00 $25,896.00
• Enhanced Payroll
Delivery Fee(if applicable) 1 - - $20.00 $20.00 $520.00
Employment and Income Verification 320 - - - $0.00 $0.00
• Employment Verification
Additional Jurisdiction (if applicable) 2+ $11.00/month
Annual Processing Count Min Base Rate Annual
Year End Forms,W2s or 1099s 280 - - $3.50 $980.00
Total Annual investment Total Annual
Workforce Now Services $27,396.00
Other Considerations Count Rate Total
'1i• ' Hardware and Other Fees
• Professional Services: Pay Check History Conversion 1 $0.00 $0.00
• Professional Services: Historical Data Conversion 1 $0.00 $0.00
*Employee Pay Rate(or Salary)History
*Employee Position (or Job Profile) History
Other Considerations Total
Implementation
• Implementation for Workforce Now Payroll Solutions $6,500.00
Total Other Considerations Total Setup
Implementation and One-Time Fees $6,500.00
Page 18
Sales Order
Quote Number 02-2023-641367 1 AP
Company Information Executive Contact
Town Of Southold Michelle Nickonovitz
53095 Route 25 Deputy Comprtoller
Southold, NY 11971-4642 michellen 6�1)south oldtownm;.gov
United States (631) 765-4333
Recurring Fees and Considerations
Number of Employees:40 on Ferry District
Per Processing Count Min Base Rate Bi-Weekly Annual
Workforce Now Payroll Solutions 40 - - $3.20 $128.00 $3,328.00
o Enhanced Payroll
Delivery Fee(if applicable) 1 - - $10.00 $10.00 $260.00
Additional Jurisdiction (if applicable) 2+ $11.00/month
,. Annual Processing Count Min Base Rate Annual
Year End Forms,W2s or 1099s 40 - - $3.50 $140.00
s Total Annual Investment Total Annual
Workforce Now Services $3,728.00
Page 19
Sales Order �
Quote Number 02-2023-641367 1
Important Project and Billing Information
Billing for Payroll Processing Services, HCM and any module bundled into the single per employee per processing fee for payroll,
is billed immediately following the client's first payroll processing. The billing count is based on the number of pays submitted
during each processing period,therefore total billing may fluctuate.
Unemployment Claims in excess of the 10%claims cap will be billed at$36.00 per claim.The fee for optional hearing representation
is$155.00 per appearance. Attorney representation required in certain states and is subject to change (currently: AZ, DE, KY, MO,
NC, SC, SD,and WV). Representation fee not to exceed actual attorney fees. Optional service available through non-ADP affiliated
attorneys. Attorneys will be retained on behalf of client for limited purpose of representing Client at the hearing. No referral fee
applies. No attorney-client relationship exists or will be formed between ADP and Client.
Other
ADP's Fees for Service will be debited directly out of client's bank account of their choosing seven(7)days from invoice date.ADP will send
invoices to michellen@southoldtownny.gov
Expiration Date: 1/18/2024
Important Professional Services Information
History Conversion: The services noted on this sales order are performed by ADP Professional Services and are for companies
with less than 1000 active employees with a maximum of 5000 total records (a combination of both active and terminated lives)
with data coming from a single data base source. Conversion of history from a database with a greater number of records or from
multiple databases must be quoted via a customized statement of work.
L
ummary
timated Annual Net Investment: $31,124.00 Total Net Implementation: $6,500.00
The ADP Services Listed on this Sales Order are provided at the prices set forth herein and in accordance with the ADP Master
Services Agreement(or other similar agreement governing ADP's services),which shall include any appendix,exhibit,
addendum,schedule or other similar document attached thereto or accompanying this Sales Order. By signing below you are
acknowledging and agreeing to such terms and conditions and to the listed prices.
ADP, Inc. Client:Town Of Southold
Signature: Signature: (�i�G da
Name: Name: 6( 0 _r J
Title: Title:
Date: Date: I 1 6 3,0@L
Page
Page 20
Sales Order
Quote NUM11)c:1,C-2-2023-641367 1
Workforce Now included Services
Enhanced Payroll
n Tax Filing Service a Employee and Manager Self Service
n Payment Services a Paid Time Off Accruals
® Reports Library and Custom Report Writer a ADP Portal with Customized Content
• Wage Garnishment Processing ® Access to Mobile Apps
® New Hire Reporting o Employee Discount Program
• General Ledger Solution a Group Term Life Auto Calculation
® Intelligent Insights for Employee Issue o Conversational Virtual Assistant
Resolution
e Online Reports and Pay Statements
Employment Verification
• Commercial Employment and Income a Client access to Electronic Reports and Tools
Verifications
o Social Services Verifications o Immigration Verifications
® Workers Compensation Verifications
Implementation Support and Data Conversion
9 Pay Rate (or Salary)History: Inc.up to 7 a Position (or Job Profile) History: Inc. up to 7
years;Max 5000 records(Total Lives,Terms, years;Max 5000 records(Total Lives,Terms,
LOA) LOA)
Thank you for your consideration
Page 21
. . � '
IDV�stOleDtSummary
Quotc NUMber 02-20213-641367 1 29P
Company Information ExecuhveConLac1
Town OfSoutho!d ` Michelle Nicknnnvitz
G3O95Route 25 Deputy Cornprtoller
Southold. NY 11971-4642
United States (63l) 765'4333
320
Total Implementation Total Annual
Employees costs /nvesnant
Expiration
1/18/2U24
ADP Sales Associate
Chris Russo
MAS UMDIVI
^* The Implementation Costs and Total Annual Investment listed out on this Investment Summary are estimates based on the
services, frequencies, recurring rates and pay counts outlined on the sales order and are shown for illustrative purposes only.
These numbers are not binding amounts and shall not become incorporated into or made a part ofany sales order orservices
agreement governing the services contemplated therein.
Page