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Home My WebLink AboutADP, Inc N Z r� RESOLUTION 2025-507 ADOPTED THIS IS TO CERTIFY THAT THE FOLLOWING RESOLUTION NO. 2025-507 WAS ADOPTED AT THE REGULAR MEETING OF THE SOUTHOLD TOWN BOARD ON JUNE 24,2025 y RESOLVED, that the Town Board of the Town of Southold hereby authorizes and directs Supervisor Albert J. Krupski, Jr. to execute the Guaranteed Price Agreement with ADP, Inc., effective 7/1/2025 through 7/l/2028, Reference ID Number SR#3-75249332320, governing increases in fees and subject to the terms and conditions of the underlying Price Agreement, in connection with Payroll and HCM Processing Services provided to the Town, guaranteeing no price increase for the period through June 30, 2026, a 1% increase for the period 7/l/2026 to 6/30/2027 and a 2 % increase for the period 7/l/2027 to 6/30/2028, 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: Louisa P. Evans, Councilperson' SECONDER: Greg Doroski, Councilperson AYES: Mealy, Smith, Evan, Doroski, Krupski, Jr. ABSENT: Doherty i ADP, INC. GUARANTEED PRICE AGREEMENT Client Name: TOWN OF SOUTHOLD Effective Date: 07/01/2025 Expiration Date: 07/01/2028 Customer#(s): 3077863 Reference ID#: SR#3-75249332320 Contact Name: Diana Whitecavage Requested By: Anthony Danyus Contact Email: diana.whitecavage@town.southold.ny.us Contact Phone: (631)765-4333 ADP, Inc.("ADP")is pleased to provide TOWN OF SOUTHOLD("Client")with a guaranteed price agreement(the "Price Agreement"),which shall govern any increases in flees to the Services(as defined in section 1 below) purchased by Client for the next 3 year(s),subject to the terms and conditions set forth in this Price Agreement. In consideration of the mutual agreements set forth below;ADP and Client agree as follows: 1) Price Increase: For the next 3 year(s)commencing with the Effective Date of this Price Agreement,ADP will increase prices per the schedule below for the processing services(the"Services")listed in section 1 a that Client is receiving or shall receive as of the Effective Date. 1a) Included Services: • Payroll • HCM 1 b) Processing Services: Year# Guaranteed.Price Period Increase % Increase Date 1 07/01/2025 to 06/30/2026 0.00% 07/01/2025 2 07/01/2026 to 06/30/2027 1.00% 07/01/2026 3 07/01/2027 to 06/30/2028 2.00% 07/01/2027 Items specifically excluded from this agreement are delivery,reverse wire fees,jurisdiction fees, year-end fees, and maintenance'fees. In the month following the Expiration Date,Client's prices will be subject to the same price increases applied to its other clients,of similar size and product utilization unless a renewal agreement is signed by both parties. 2) Guaranteed Term:As consideration for Me Price Agreement, Client agrees to purchase the Services for a minimum guaranteed term of 3 year(s)commencing with the Effective Date of this Price Agreement and thereafter Client's agreement to purchase the Services shall remain in effect until terminated by Client or ADP in accordance with the terms of the ADP Major Accounts Agreement(or such equivalent ADP terms and conditions or agreement governing the provision and receipt of ADP Services including but not limited to any product specific terms-set forth in such agreement)between ADP and Client(the"ADP Services Agreement"). 3) Early Termination Fee: If Client terminates all Services without cause as provided in the ADP Services Agreement prior to the Expiration Date of this Price Agreement,Client agrees to pay ADP an early termination fee of 3 month(s)of average monthly processing fees for the Services(based on the average monthly fees during the twelve-month period immediately preceding the date of termination or a shorter period of time if monthly fees have been payable for less than 12 months at the termination date). If Client fails to pay the early termination fee, Client shall reimburse ADP for any expenses incurred, including interest and reasonable attorney fees,in collecting amounts due ADP hereunder. The early termination fee will be waived by ADP in the event there is a material breach by ADP of any material warranty,term, condition or covenant of the ADP Services Agreement and ADP fails to cure such breach within the timeframe provided in such ADP Services Agreement. THE ADP SERVICES COVERED BY THIS AGREEMENT ARE PROVIDED IN ACCORDANCE WITH THE TERMS AND CONDITIONS SET FORTH IN THE AGREEMENT(S)BETWEEN CLIENT AND ADP COVERING THE SPECIFIC SERVICES. THIS AGREEMENT SUPPLEMENTS AND DOES NOT SUPERSEDE ANY OF THOSE TERMS AND CONDITIONS. THIS AGREEMENT IS NOT VALID UNLESS SIGNED BY BOTH PARTIES. IN THE EVENT CLIENT HAS AN EXISTING PRICE AGREEMENT IN PLACE,THIS AGREEMENT REPLACES ANY PRIOR PRICE AGREEMENT GOVERNING THE SAME SERVICES. PROPRIETARY AND CONFIDENTIAL TO ADP, INC. Page 1 of 2 ADP, Inc. TOWN OF SOUTHOLD Name: Anthony DanyUs Name: �� 1-��SJ� Signature: 4mt�*9-1t—Df� Signature: B� � rtle: Relationship Specialist Title: S Date: 6/27/2025 Date: NOTE: THIS PRICE AGREEMENT IS VALID ONLY IF SIGNED BY BOTH PARTIES WITHIN 30 DAYS OF THE DATE OF CREATION. THE AGREEMENT MUST BE SIGNED BY 06/27/2025 IN ORDER TO BE VALID. FINANCE OR RELATIONSHIP MANAGEMENT IS AUTHORIZED TO EXECUTE THIS AGREEMENT ON BEHALF OF ADP. PROPRIETARY AND CONFIDENTIAL TO ADP, INC. Page 2 of 2 RECEIVED COVER SHEET FOR DOCUMENTS J U L - 2 2025 Southold Town Clerk SENT TO: Own C & Sent By: TOWN ATTORNEY, PAUL M. DECHANCE DEPUTY T/A, JACK SQUICCIARINI ASSISTANTT/A, JULIE M. MCGIVNEY ASSISTANT T/A, BENJAMIN JOHNSON CONFIDENTIAL SECRETARY, AMY SCHLACHTER. -Type of Agreement Nature of Contract/Agreement