Resolution No. 8367f ,
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RESOLUTION NO. 8367
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
VERNON APPROVING AND RATIFYING THE EXECUTION OF AN
AGREEMENT WITH ADP, INC. REGARDING PAYROLL
WHEREAS, the City desires to consolidate payroll and
timekeeping data into one comprehensive system to increase
productivity and efficiency by eliminating separate data entry and
maintenance of information and increase reporting capabilities; and
WHEREAS, a simplified payroll process will enable the
electronic filing of returns and reports; and
WHEREAS, ADP, Inc. ("ADP") is the largest payroll processing
company in the world and their system can be customized to enable a
seamless transition with the City's current system; and
WHEREAS, on February 3, 2004, the Finance Committee
considered the recommendation of Bruce V. Malkenhorst, the Director of
Finance, dated January 29, 2004, that the City Attorney be authorized
to negotiate the terms of a contract with ADP and approve the same;
and
WHEREAS, in order to meet the urgent need for the
consolidation of the payroll and timekeeping data,.the City
Administrator executed a Major Accounts Agreement on February 11,
2004, together with all the documentation necessary to implement the
new system (hereinafter collectively referred to as the "Major
Accounts Agreements") and authorized payment of an initial deposit of
Five Thousand Five Hundred Dollars ($5,500) in accordance with the
terms thereof, subject to ratification by the City Council; and
WHEREAS, the City Council desires to approve and ratify the
Major Accounts Agreements, as executed by the City Administrator and
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the payment of the deposit in accordance therewith; and
WHEREAS, the City Council of the City of Vernon has
determined that, pursuant to the provisions of subsection (a) of
Section 2.27 of the Vernon City Code, it is in the public interest and
necessity to ratify entering into the Major Accounts Agreements with
ADP.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE
CITY OF VERNON AS FOLLOWS:
SECTION 1: The City Council of the City of Vernon hereby
finds and determines that the recitals contained hereinabove are true
and correct.
SECTION 2: The City Council of the City of Vernon hereby
ratifies the execution of the Major Account Agreements with the ADP, a
copy of which is attached hereto as Exhibit "A" and made a part
hereof.
SECTION 3: The City Council of the City of Vernon hereby
approves and ratifies the payment of a deposit in accordance with the
terms of the Major Account Agreements.
SECTION 4: The City Clerk of the City of Vernon shall
certify to the passage of this resolution, and thereupon and
thereafter the same shall be in full force and effect.
APPROVED AND ADOPTED this 18th day of February, 2004.
ATTEST:
BRUCE V. MALKENHORST, City Clerk
LEONIS C. MALB RG, Ma or
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STATE OF CALIFORNIA )
) ss
COUNTY OF LOS ANGELES )
I, BRUCE V. MALKENHORST, City Clerk of the City of Vernon, do
hereby certify that the foregoing Resolution, being Resolution No.
8367, was duly adopted by the City Council of the City of Vernon at a
regular meeting of the City Council duly held on Wednesday,
February 18, 2004, and thereafter was duly signed by the Mayor of the
City of Vernon.
(SEAL)
BRUCE V. MALKENHORST, City Clerk
- 3 -
EXHIBIT
VA&
MAJOR ACCOUNTS AGREEMENT
AGREEMENT dated 1 I between Vol
With offices at
With offices at
vne saur esoulaverd — Roseland New Jersey 07068 — 1973) 994-5000
TO BE PREPARED AND
SIGNED IN DUPLICATE
("Client'), and ADP, INC.
("ADP").
Subject to the following terms and conditions, ADP shall provide Client with such payroll, tax filing and other data processing services as
Client may request from time to time (the "Services"). All references herein to "Client" shall refer to Client and its affiliates that are
receiving the Services pursuant hereto. Certain Services such as Official Bank Checks, FSDD/ADPCheck (ADP pays Client's employees
from ADP's own bank account) and Tax Filing, are available only for as long as clients meet ADP's eligibility requirements and require
execution of additional forms (e.g. Power of Attorney, Authorization to Debit, bank OBC agreement). FSDD Services shall be provided to
Client in accordance with the operating rules of the National Automated Clearing House Association.
1. THE SERVICES
.A. Performance Standard. ADP will perform the Services in a professional manner, using personnel having a level of skill in the
area commensurate with the requirements of the Services to be performed. If ADP employees are located on Client's property,
ADP will advise such employees to observe the reasonable security and safety policies of Client as such are communicated to
ADP sufficiently in advance from time to time.
B. Use of Services. Client will use the Services in accordance with the instructions and reasonable policies established by ADP
from time to time and communicated to Client. Client will use the Services only for the internal business purposes of the Client.
Client will not provide, directly or indirectly, any of the Services or any portion thereof to any party other than the Client.
C. Impound Services. If Client is receiving any of the Services that require ADP to impound funds from Client's account to pay Client's
third -party payment obligations (e.g., Tax Filing Services, WGPS, FSDD Services and/or ADPCheck Services) ("Impound Services'), Client
shall have sufficient, collected funds in Client's account within the deadline established by ADP to satisfy such third -party payment
obligations in their entirety. ADP may commingle Client's impounded funds with other clients', ADP's or ADP -administered funds of a
similar type. ALL AMOUNTS EARNED ON SUCH FUNDS WHILE HELD BY ADP WILL BE FOR THE SOLE ACCOUNT OF ADP-
D. Accuracy of Client Information Review of Data. All Services provided hereunder will be based upon information provided to
ADP by Client (including proof of federal, state and local tax identification numbers). Upon receipt from ADP, whether
electronically or otherwise, Client will promptly review all disbursement records and other reports prepared by ADP for validity
and accuracy according to Client's records.
E. Client Responsible for Compliance with Laws. The Services are designed to assist Client in complying with applicable laws
and governmental regulations. Nevertheless, Client (and not ADP) will be responsible (i) for compliance by Client with all laws
and governmental regulations affecting its business and (ii) for any use Client may make of the Services to assist it in complying
with such laws and governmental regulations. Client will not rely solely on its use of the Services in complying with any laws
and governmental regulations. No state or federal agency monitors or assumes any responsibility for the financial solvency of third -party
tax filers.
F. Century Date -Change. The ADP Products will be year 2000 ready, that is, the ADP Products will be no more likely to produce
logical or arithmetic inconsistencies, will be no more likely to experience any abnormal or unanticipated shutdowns or other
interruptions, and will be no more likely to produce any invalid or incorrect results or experience other degradations in
performance or functionality, when dealing with dates beyond December 31, 1999 than they are when dealing with dates before
December 31, 1999. Notwithstanding the foregoing, ADP makes no statements as to the interoperability of the ADP Products
with any third parties' systems.
G. FSDD/ADPCheck. With respect to FSDD Services, prior to the first credit to the account of any employee or other individual (a
"Payee"), Client shall obtain a signed authorization from such Payee (a "Payee Authorization"), which shall be in a form approved by
ADP and shall authorize the initiation of credits to such Payee's account and debits of such account to recover funds credited to such
account in error. Client shall retain a copy of each Payee Authorization during the period such Payee Authorization is in effect and for
two years thereafter and shall furnish such copy to ADP upon request. Client agrees not to distribute any ADPChecks to Payees prior to
4:00 p.m. local time on the banking day immediately before paydate. Client also agrees to cooperate with ADP to recover funds
erroneously included in any ADPCheck issued to any Payee or credited to any Payee's account in error. If Client desires to stop
payment on any ADPCheck, Client shall provide ADP with a written stop payment request in the form provided by ADP. ADP shall then
place a stop payment order with ADP's bank within twenty-four (24) hours of ADP's receipt of such stop payment request. Client shall
not request ADP to stop payment on any ADPCheck which represents funds to which the applicable Payee is rightfully entitled. Client
represents and warrants to ADP and to the bank originating debit/credit instructions on ADP's behalf (the "Originating Bank"), if
applicable, that: (a) each credit and debit (reversing or correcting a prior payroll credit) to the account of a Payee is timely and has been
authorized pursuant to a Payee Authorization signed by such Payee and held by Client; (b) at the time any credit is made to the account
of any such Payee, Client has no actual knowledge of the revocation or termination of such Payee's Payee Authorization; (c) each debit
to the account of a Payee (reversing or correcting a prior payroll credit) is for a sum which is due and owing to Client and Client has
notified the Payee of such debit prior to its initiation; (d) the amount indicated by Client as being owed to each Payee is in fact due and
owing to such Payee; and (e) Client's electronic credit payments comply with United States laws and all other applicable laws.
2. FEES; TAXES; PAYMENTS
A. Fees. Client shall pay ADP for the Services indicated on the Sales Order or Pricing Proposal at the rates set forth thereon for the first
six months after the date this Agreement is accepted by Client (assuming no changes in requirements, specifications, volumes or
quantities) (the "Initial Period'). Client shall pay ADP for the Services added by Client after the date hereof at ADP's then prevailing
prices for such Services. ADP may increase prices at any time after the Initial Period upon at least 30 days prior written notice to Client
if such change is part of a general price change by ADP to its clients for affected items. These prices do not include- the charges
referred to in Section 1(C) or monthly communication charges or communication installation charges, which will be paid by Client.
Client will pay all invoices in full within 25 twenty-five days of invoice date. If Client fails to pay any amount due hereunder, whether by
acceleration or otherwise, Client, on written demand, shall pay interest at the rate of 1.5% per month (or the maximum allowed by law
if less) on such past due amount from the due date thereof until the payment date. Client shall reimburse ADP for any expenses
incurred, including interest and reasonable attorney fees, in collecting amounts due ADP hereunder.
B. Taxes. There shall be added to all payments hereunder amounts equal to any applicable taxes levied or based on this Agreement,
exclusive of taxes based on ADP's net income.
3. DISCLAIMER OF WARRANTIES.
EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, ADP EXPRESSLY DISCLAIMS ANY WARRANTY, EITHER EXPRESS OR
IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, NON -
INFRINGEMENT, NON -INTERRUPTION OF USE, AND FREEDOM FROM PROGRAM ERRORS WITH RESPECT TO THE SERVICES, THE
ADP PRODUCTS, ANY CUSTOM PROGRAMS CREATED BY ADP OR ANY THIRD -PARTY SOFTWARE DELIVERED BY ADP.
4. INTELLECTUAL PROPERTY
A. Ownership of Proprietary Rights. All computer programs (other than pre -packaged third -party software), tutorials and related
documentation made available, directly or indirectly, by ADP to Client as part of the Services (the "ADP Products") are the exclusive
property of ADP or the third parties from whom ADP has secured the rights to such ADP Product. All rights, title and interest in
or to any copyright, trademark, service mark, trade secret, and other proprietary right relating to the ADP Products and the related
logos, product names, etc. are reserved. The use of any software included in, or supplied by ADP for use with, the ADP
Products shall be governed by the license agreement (whether written, shrinkwrapped or on-line) delivered with such software.
B. ADP Infringement Indemnity. ADP will defend Client in any suit or cause of action alleging that the ADP Products, as provided
by ADP and used in accordance with the terms of this Agreement, infringe upon any United States copyright, trade secret, or
other proprietary right of a third party. ADP will pay damages assessed, including reasonable attorneys' fees, against Client in
any such suit or cause of action, provided that, (1) ADP is promptly notified in writing of such suit or cause of action, (ii) ADP
controls any negotiations or defense and Client assists ADP as reasonably required by ADP, and Will Client takes all reasonable
steps to mitigate any potential damages that may result. The foregoing infringement indemnity will not apply and ADP will not
be liable for any damages assessed in any suit or cause of action resulting from a Client Infringement Event (as defined below). If
any ADP Product is held or believed to infringe on any third-party's intellectual property rights, ADP may, in its sole discretion, (a)
modify the ADP Product to be non -infringing, (b) obtain for Client a license to continue using such ADP Product, or (c) if neither
(a) nor (b) are practical, terminate this Agreement as to the infringing ADP Product and return to Client any unearned fees paid by
Client to ADP in advance. This Section 4B states ADP's entire liability and Client's exclusive remedies for infringement of
intellectual property rights of any kind.
C. Client Infringement Indemnity. Client will defend ADP against, and pay damages assessed in, any suit or cause of action
alleging that the ADP Products infringe upon any United States copyright, trade secret, or other proprietary right of a third party,
to the extent that any such suit or cause of action results from a Client Infringement Event.
"Client Infringement Event' means (1) any alteration, change, modification and/or enhancement of the ADP Products made by
Client or any third party on behalf of Client without ADP's express permission; (ii) Client's use of the ADP Products in
combination with any hardware, software or other materials not expressly authorized by ADP, or use of other than the most
current release of the ADP Products that results in a claim or action for infringement that could have been avoided by use of the
current release, (iii) use of the ADP Products after Client has been notified that the ADP Products infringe upon the intellectual
property rights of a third party, or (iv) use by Client of unmodified ADP Products after Client has been informed of modifications
that would avoid claims of infringement.
5. GENERAL PROVISIONS.
A. Protection of Client Files. ADP will take reasonable precautions to prevent the loss of or alteration to Client's data files in
ADP's possession, but ADP does not undertake to guarantee against any such loss or alteration. A copy of ADP's current record
retention policy relating to the Services is available upon request. ADP will maintain a record retention policy and may from time
to time, in its sole discretion, modify or amend such policy. However, ADP is not, and will not be, Client's official record
keeper. Accordingly, Client will, to the extent it deems necessary, keep copies of all source documents of the information
delivered to ADP.
B. Nondisclosure. All Confidential Information disclosed hereunder will remain the exclusive and confidential property of the
disclosing party. The receiving party will not disclose the Confidential Information of the disclosing party and will use at least the
same degree of care, discretion and diligence in protecting the Confidential Information of the disclosing party as it uses with
respect to its own confidential information. The receiving party will limit access to Confidential Information to its employees with
a need to know and will instruct such employees to keep such information confidential. Notwithstanding the foregoing, the
receiving party may disclose Confidential Information to the extent necessary to comply with any law, rule, regulation or ruling
applicable to it and to the extent necessary to enforce its rights under this Agreement. Upon the request of the disclosing party,
the receiving party will return or destroy all Confidential Information of the disclosing
of this Section, "Confidential Information- shall mean: all information of a confidential olraproprietary t is in itso at feon For purposes
provied by. the
disclosing party to the receiving party for use in connection with the Services, but does not include (1) information thatd
is already
known by the receiving party, 00 information that becomes generally available to the public other than as a result of disclosure by
the receiving party in violation of this Agreement, and (iii) information that becomes known to the receiving
other than the disclosingg party from a source
party on a non -confidential basis. Confidential Information of ADP also includes all ADP trade secrets,
processes, proprietary data, information or documentation related thereto, or any pricing or product information furnished to
Client by ADP.
6. LIMITATION OF LIABILITY
This Section 6 sets forth the full extent of ADP's liability for damages resulting from this Agreement or the Services rended or to
be rendered hereunder, regardless of the form in which such liability or claim for damages may be asserted, and sets forth the
full extent of Client's remedies. Each of ADP and Client acknowledges that the fees for the Services to be provided hereunder
reflect the allocation of risk set forth in this Section 6.
A. Client Responsibility. Client will be responsible for (i) the consequences of any instructions Client may give to ADP, 00 Client's
failure to use the Services in the manner prescribed by ADP, and (iii) Client's failure to supply accurate input information.
B. Errors and Omissions. ADP's sole liability to Client or any third party for claims of any type or character arising from errors or
omissions in the Services that are caused by ADP shall be to correct the affected Client report, data or tax agency's filings, as
the case may be. Upon the request of Client, ADP will correct any error or omission made by ADP in connection with the
Services at no additional charge to Client.
C. Limit on Monetary Damages. Notwithstanding anything to the contrary contained in this agreement (other than and subject to
Section 4B above and Section 6D below), ADP's liability under this Agreement for damages (monetary or otherwise) under any
circumstances for claims of any type or character made by Client or any third party arising from or related to the Services will be
limited in each instance to the lesser of (i) the amount of actual damages incurred by Client or, (ii) ADP's charges for the affected
Services; provided however, that ADP's aggregate liability hereunder in any calendar year will not exceed the average charge for
one payroll processing paid by Client to ADP for the payroll services during such calendar year. ADP will issue Client a credit(s)
equal to the applicable amount and any such credit(s) will be applied against subsequent payroll processings. The foregoing
limitation shall not apply to actual damages incurred by Client as a direct result of the criminal or fraudulent acts of ADP or any of
its employees.
D. Tax Penalties and Interest Assessments. If as a result of an error or omission made by ADP in performing the Tax Filing
Services hereunder, an applicable taxing authority imposes a penalty on or assesses interest against Client, ADP will (i) pay all
penalties resulting from ADP's error or omission and (ii) pay any interest charges imposed on Client for the failure to pay funds to
the extent and for the period that such funds were held by ADP. In any such case, Client will be responsible for all additional
taxes and any other interest charges.
E. OBC/ADPChecks/FSDD. Neither ADP nor the Originating Bank shall be liable for any damages to Client arising from any decision to
refrain from or delay originating debit/credit entries or issuing ADPChecks in connection with Client's payroll (i) after reasonable efforts to
verify such debit/credit entries by the required security procedure have failed, (ii) due to Client's creditworthiness or (iii) because ADP has
not received timely funds from Client as required by Section 1(C)• Client agrees that ADP will not be liable for -any damages to Client
arising from any bank decision to withhold the release of a Client payroll which is processed on Official Bank Checks. Regardless of any
such delay in the release of Official Bank Checks, Client will still be obligated to pay ADP for applicable payroll processing charges. With
respect to FSDD Services, ADP and the Originating Bank have implemented a security procedure to verify the authenticity of debit/credit
instructions transmitted to the Originating Bank, and not for detecting errors in such instructions. Such security procedure includes (i) a
unique file identification number and transmission password, (ii) encryption, and (iii) automated verification of total dollars and number of
items in the file. Client agrees that this procedure constitutes a commercially reasonable method of providing security against
unauthorized instructions. Client shall be bound by any debit/credit instruction issued in respect of Client and received and verified by the
Originating Bank in accordance with such security procedure, and neither ADP nor the Originating Bank shall be liable for any loss
sustained from any instructions which are not authentic if such security procedures have been followed in good faith.
F. No Consequential Damages. NEITHER ADP, THE ORIGINATING BANK NOR CLIENT WILL BE RESPONSIBLE FOR SPECIAL,
INDIRECT, INCIDENTAL, CONSEQUENTIAL OR OTHER SIMILAR DAMAGES (INCLUDING LOST PROFITS) THAT THE OTHER
PARTY 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.
7. TERM AND TERMINATION; DEFAULT BY CLIENT; REMEDIES UPON DEFAULT
A. Services. During the first 90 days of service with respect to Services covered by this Agreement (other than Impound Services),
Client may terminate this Agreement at any time; thereafter, either ADP or Client may terminate this Agreement upon 90 days prior
written notice to the other. ADP or Client may terminate the Impound Services upon at least 30 days prior written notice without cause
and the Impound Services may be immediately terminated by ADP without prior notice if W any of the events in Section 7(13) occur with
respect to Client, (ii) any unauthorized credits or debits are initiated in Client's name, (iii) the Originating Bank notifies ADP that it is no
longer willing to originate debits and credits for any reason, (iv) the Authorization to Debit is terminated, (v) Client terminates or is
terminated from the Tax Filing Services, or (vi) ADP reasonably determines that Client no longer meets ADP's eligibility requirements for
such Services.
B. Client Defaults. Notwithstanding anything contained herein, if Client (i) defaults in the payment of any sum of money hereunder, (ii)
defaults in the performance of any of its other obligations hereunder, (iii) commits an act of bankruptcy or becomes the subject of any
Bankruptcy Act proceeding or becomes insolvent, or if any substantial part of Client's properly becomes subject to any levy/seizure,
assignment, application or sale for or by any creditor or governmental agency, or (iv) has any material adverse change (in ADP's sole
opinion) in its financial condition, then, in any such event, ADP may, upon written notice thereof, (a) terminate this Agreement and/or
any of the Services, (b) declare all amounts due and to become due immediately due and payable and/or (c) require Client to deposit an
amount equal to its average per processing charges or to prepay for future processing.
C. Post -Termination. If any of the Services are or may be terminated by ADP pursuant to Sections 7(A) or 7(B), ADP shall be entitled
to allocate any funds remitted or otherwise made available by Client to ADP in such priorities as ADP (in its sole discretion) may
determine appropriate (including reimbursing ADP for payments made by ADP hereunder on Client's behalf to a third party) and if any
such Services are terminated, Client will immediately: (i) become solely responsible for all of its third -party payment obligations covered
by such Services then or thereafter due (including, for Tax Filing Services, all related penalties and interest); (ii) reimburse ADP for all
payments made by ADP hereunder on Client's behalf to any third party; and (iii) pay any and all fees and charges invoiced by ADP to
Client relating to the Services. If ADP elects not to terminate any or all of the Services as permitted hereunder, ADP may require Client
to pay its outstanding and all future third -party payment amounts covered by the Services and/or ADP's fees and charges for the
Services to ADP by bank or certified check or by wire transfer as a condition to receiving further Services.
D. Remedies Cumulative. The remedies contained in this Section 7 are cumulative and in addition to all other rights and remedies
available to ADP hereunder, by operation of law or otherwise.
8. FUNDING INDEMNIFICATION
A. Funding. Client shall indemnify and hold harmless ADP from and against any loss, liability, claim, damage or exposure (each a
"Loss") arising from or in connection with any action, proceeding or claim made or brought against ADP by any bank with whom Client
maintains a payroll account or funds for any ADP error, omission or failure incident or pursuant to ADP providing the Services to Client
that would have been corrected by ADP except Client refused or was unable to fund or reimburse such bank.
B. Debits. Client shall be liable for debits initiated by ADP hereunder. Client unconditionally promises to pay to ADP the amount of any
unfunded payroll file (including any debit which is returned to ADP because of insufficient or uncollected funds or for any other reason),
upon demand and interest thereon at the rate set forth in Section 2(A). Also, if any debit to a Payee's account reversing or correcting a
previously submitted credit(s) is returned for any reason, Client unconditionally promises to pay the amount of such debit upon demand
and interest thereon at the rate set forth in Section 2W. Client shall be liable for, and shall indemnify ADP against, any loss, liability,
claim, damage or exposure arising from or in connection with any fraudulent or criminal acts of Client's employees.
9. GENERAL
A. Assignment. This Agreement shall not be assigned by Client without the prior written consent of ADP.
B. Inducement. Client has not been induced to enter into this Agreement by any representation or warranty not set forth in this
Agreement. This Agreement contains the entire agreement of the parties with respect to its subject matter. This Agreement shall not
be modified except by a writing signed by ADP and Client.
C. No Third Party Beneficiaries. ADP has no obligation to any third party (including, without limitation, client's employees and/or
any taxing authorities) by virtue of this agreement.
D. Force Majeure. Any party hereto will be excused from performance under this Agreement for any period of time that the
party is prevented from performing its obligations hereunder as a result of an act of God, war, earthquake, civil disobedience,
court order, labor dispute, or other cause beyond the party's reasonable control.
E. Non -Hire. During the term of this agreement, Client shall not solicit the employment of any ADP employee who has been
involved in furnishing Services hereunder.
ADP
CLIENT
Client
Authorization
NameyIG1/ia'r Name Bruce V . Malkenhorst
(type or print) (type or print)
Title ZWLI Date 9XIdle/ Title CitV Administrator Date 2/ 11/04
(type or print) r I (type or print)
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Enterprise eTIME.
Enterprise eTIME Time and Labor Management Sales Order
EM-PM .TIME SRNs 0(,W
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A%P - -- - ----------- -- Enterprise eTIME.
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TERMS AND CONDITIONS
1. scope of Agroom.nL
ADP agrees to provide to Client, t accordance Path the forma and conditions of this
Agreement. with the equipment fisted
10. Limitation of I.Mbiltiy.
A. ADP's sale obligation u r in se of any breach of its r.presenatiohe and warrant!
Schedule on the reverse .do he,..( ('sh. Eqes
q uipso/lware and/or timeclocks on the
sment').
set forth in paragraph 9(A) hall be to repair or replace, at ADP*s option, any
defective isms. ADP's "bllity hereunder from any and all causes totaling to the
2. Terms.
maintenance services and support somldaa provided by ADP pursuant hereto shall
The initial term d this Agreement shall commence on the dale hereof and shall
continue on
be limited to general moray damages In an amount not to exceed the Monthly Fw
for Ono month. The foregoing gmllalions had be the artaM ADP'r
a month -to -month basis until terminated by either party on at least thirty
days' prior written notice.
of liability under
this Agreement, not withstanding the form of any claims made hereunder (e.g..
3. Use of Equipment.
conh4act, foregoing negligence w otherwise), sill the logng shall coa0Client,. sots
rtmadiss.
A Client agrees that it will use the Equipment In accordance with ADP'. prevailing
grouse 9
B. ADP shale not be liable or deemed to be in default for any delay or failure to
policies, as sot and may be modified ADP from time to time.
Parfonm under this Agreement or for Interruption of service resulting. directly or
use the n
Client will use the Equipment only iw its own olwral and proper business
i
d rectly, from any cause beyond ADP's roascnabto Oondrol.
SS
poses to accordance with this Agreemment and will not sell, lease, allow a—.. to
C. IZ NO EVENT WILL ADP BE RESPONSIBLE FOR SPECIAL, INCIDENTAL OR
or Otherwise provide the Equipment y portion thereof, Ito any third party,
CONSEQUENTIAL DAMAGES WHICH CLIENT MAY INCUR OR EXPERIENCE
ON
nnetudmg without limitation, any competitor of ADP.
C. Client agrees to use the Equipment in accordance with the Operating Procedures
ACCOUNT OF ENTERING INTO OR RELYING ON THIS AGREEMENT
INCLUDING, BUT NOT LIMITED TO DAMAGES FOR BUSINESS EXPENSE,
in egad on the date hereof. which may be uPdaled by ADP from time to lime.
LOST DATA, MACHINE DOWNTIME OR DAMAGE TO CLIENT OR CLIENT'S
CUSTOMERS CAUSED BY ANY DEFICIENCY, DEFECT. ERROR OR
e. Charges.
MALFUNCTION IN THE EQUIPMENT. EVEN (F ADP HAS BEEN ADVISED OF
Specific charges are Provided on the Schedule on the reverse side hereof and Price
THE POSSIBILITY OF SUCH DAMAGES.
Quote. Client shall pay monthly, as invoiced, for use and maintenance of the
EquiPment ('Monthly Fee') antl shad an installation
if. Default by Client; Remedios Upon D.fau1L
pay and set-up fee for each unit
of Equipment installed on Cdenris premises. All changes specified on the Schedule
If Client (I) defaults in the Paymerhf Of any sum of money hereunder, (it) fails lo
on the reverse side hereof or on Me Price Owls shall be subject to change upon
thirty days' notice to Client.
install, or discunnecls the Equipment from Client's exlsgng computer
system, (lee) defaults in the performance, of any other of as obligations under this
Agreement, or (iv) commits an act of bankruptcy or becomes she subject of any
5. Payment; Taxes.
proceeding under the Bankruptcy Act or becomes Insolvent, or if any substantial part
A. There shag be added to all Payment. hereunder amounts equal to any a Pplicebie
of Client's property becomes subject o Orly levy, soizure, assignment application or
taxes based this Agreement exclusive of axes based on ADP', net
sale /or or by any cretlitor or govemmeMal agsnry, then, h any such event ADP, st
income,
. unless
s ro
ss Clientlbe
ADP with appropriate exemptionhin
its oPtion may (a) terminate this Ag—ruin. (b) whether or not this Agreartent ls
Ali invoices shall be
invoices by tem y,or ceipt. if Client
ys receipt. If fails
in full tether
terminated, take immediate possession of the E ul d for
�M.wMredoing.
to and
pall any amount d. sunder this y
is AAgereament b c ton a oth.' tee,
such purpose enter upon any promisee without liability (c) sagvor a dispose,
C
Client upon demand, shad pay interest at the rated 18% per ennum (or l-1/2% Per
per emu -1/2
t hod, use w tease itha Equipment, as ADP in Its roes
be may declde, and
month), but not excited the maximum by law, on such delinquent amount
ad) tlpa a any and all amounts dueand under this ent to
to lea lmther des
from the due tlaa Ihered untilof sytl
a thereof the data of payment, Client is liable to Pay ADP fdx
payable
rid payahie without further dream! and may Invoke any and tag other
Invoke any rem ndiall
any and all expenses ADP may inch ,.Including interest and reasonable attorney,.
fees, in tale og action to Collect any amounts due ADP hereunder.
a
expepermnse by applicable taw. Client i egrets o reimburse ADP for any and all
expanses ADP may inc including interest costs and roasonabto atlornsys' teas,
S. Transportation; Installation.
Client shall provide and maintain a suitable installation environment in cordance
with ADP's than current Environmental Specifications. Client shall also provitle and
install all Power, wiring and cabling required for installation of Equipment The
business day following the day on which (I) ADP, or its designee, determine- that
the Equipment has been placed In good working order in accordance wdh ADP',
staneard installation procedures, or (li) the Equipment is delivered and the Client
fails to provide the required installation envi—tint shalt be considered the
'Installation Date' for Purposes of this Agreement.
7. Risk of Lees; Tis. to Equipment; Etc.
A. No loss, theft or damage after shipment of the Equipment to Client shall relieve
Client from any obligations under this Agreement, and Client shall be liable for any
such ors, damage or destruction (regardless of cause). In the event the Equipment
is lost damaged or destroyed, Client agrees topurchase the equipment at proved
manuiecturdes suggested retail Once. ling
B. Client shall not make any alterations or attach any device rot prowtletl by ADP to
the Equipment wraisoaver, nor shad Client removs tin equipment tree iM place ot
Original installation without ADP's prior consent. ADP shall have the fight to enter
Client's premises to inspect the Equipment during normal business hours.
C. Title nt e to the Equipmeshall retrain in ADP. The Equipment is and at all times
shad remain, a so role item of personal property, notwithatanding its attachment to
other equipment er real property. Client shag omlsh any waivara or consents
onably requested by ADP to give full effect to the Intent of the priced erg
sentence.
O. Client understands that maintenance services for the Equipment will be furtahad
by ADP, or its designee, pursuant to ADP's Hardware maintenance arms and
corditions. If the Equipment is leased, the cost Of such maimena" servic. I.included in Client's monthly (equipment) fees. If Client purchases the ..docka,
m 'Me dries 1s optional and may be obtained at an additional cost. Client shall
parnrmit ADP, or its designee to have sate and complete access o the Equipment
during normal business hours.
S. Return on Termination.
Immediately upon termination or cancellation of this Agreement, for any re
whatsoever, Client shad, at Its expense, return the Equipment to ADP in accordance
With ADP', instructions. The Equipment shall be returned to ADP in as good
condition as received by Clientom ran wear and tear excepted. In the event the
Equipment Is not returned. Client agrees to purchase the Equipment at prevailing
manufaclurafs suggested -fail price.
9. Warranty.
A. ADP represents and warrants b Cdsnt sat the Equipment shall be free from
defects In material arid workmanship at the Installation Date thereof.
B. EXCEPT AS SPECIFW--,LLY PROVIDED, ADP MAKES NO WARRANTIES,
EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED
WARRANTIES OR MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE.
In taking any of the foregoing actions. The tamed., —,!—a In this Paragraph 11
o cumulative and in addition to all other right. and --.at.. available to ADP
under this Agreement by operation of tow or otherwise.,
12. Government Regulations and Manufacturer Requirements.
Client will be responslble (I) for compliance with all laws, gowrnmoM regulations
and manufacturers' requirements affecting its business, and (9) for any use
Client may make of the Equipment to assist Client In complying with such tows,
governmental regulations, and rtanufadurera' fegmarenrhenls and ADP stall not have
any resPonatbllity rolating thereto (including, without limitation, advising Client of
Client's responsibilities in complying with any lows, governmental regulations or
manufacturers' requirements affecting Cdent's business).
13. General.
A Client acknowledges Mal it has rid been induced to a niter into this Agresmert by
any rapreaanabon or warranty not an forth in the Agreement This Agreement
contains the entire agreement of the parties as to the Equipment and such
Agreement supersedes all existing agreement and all other oral written Or other
conhmunieations belwesn them nxanwming the Equipment. Client literati
acknowledges that any and all reprasenations made by ADP and Its empbyess.
either orally or in wining, which are not specifically included in the terms and
renditions of this Agreement or in a written addendum slgnod by an authorized
officer of ADP are not material to this Agroome nt and one not binding upon ADP.
This Agreement shad not be modified In any way except in is writing signed by both
Parties.
B. This Agreement shall hot be assigned by Client without prior written consent of
ADP, and any attempt to assign any rights, duties or obligations which anise under
this Agreement without such consent shall be void. This Agreement shall be binding
upon and shad inure to the benefit of ADP and Client and their respective
sucaesaors and permitted assigns.
C. If any provision of this Agreement shad be held to be invalid. Illegal or
uneril.—able. In. validity, legality or tent. abildy of the remaining p-1.1— shad
net be m any way be aflacted or impaired thereby.
O. All notloes shall be In writing and shed be delivered or sent by r.crgMzd courier
or registered or certigad mad, return receipt requested. to the addresses indicated
on the face hereof with ran additional ropy to Automatic Data Processing, Inc., One
ADP Boulavare' Roseland, N.J. 07088. Aitanfion: General Counsel, or to such other
address, as the parties shag specify by notice given pursuant hereto.
E. Th, holding$ In this Agreement are Intended for convanionce of reference only
and shad not aged its Interpreted—
F. Th. Individuals ex.euting Oft Agreement On behalf of ADP and Cased each
hereby roproswn that they we duly authorized by all nocareary action to .xecuto
this Agreement on behalf of their respective principals. This Agreement shall be
govemed by the taws of the State of N ow Jersey.
'll ADP software Is pfo"ided to Client solely for Client's Internal business use subject to the terms and Conditions Of ADP, standard Software License, which accompanies the software and is also available to Client upon request.
Enterplse eTIME Sales Order
eofl
Limited Power of Attorney and
Tax Information Authorization
(In accordance with Internal Revenue Service Revenue Procedures)
4. TAXPAYER LEGAL NAME (Include
Tax Filing Service
1.
2
3.
COMPANY
BRANCH
FEDERAL ID NUMBER
CODE
and hyphens. Do not enter any other punctuation.):
REPORTING AGENT: ADP Tax Services, 400 Covina Boulevard, San Dimas, CA 91773, ID # 22-3006057, 800/235-7212
ADP is hereby appointed Reporting Agent with the authority to sign and file employment tax returns and make deposits electronically,
,on magnetic media, or on paper, for the above stated taxpayer to Federal, State, and Local jurisdictions. ADP is authorized as a
designee of the taxpayer to receive notices, correspondence, transcripts, deposit frequency data, or other information with respect to
employment tax returns filed and deposits made by the designee.
This authorization shall include the appropriate State and Local forms and the following Federal forms, beginning with the tax period
indicated and remaining in effect through subsequent periods until the taxpayer or designee notifies IRS that this authorization is
terminated or revoked. If the taxpayer is required to file a return electronically or to submit federal tax deposit data electronically,
ADP is required to file the return and submit the deposit data electronically for the taxpayer. If the taxpayer is not required to file or
deposit electronically, ADP may file or make deposits on their behalf in one of the filing methods indicated below:
6. Forms
940
941
943
FTD
7 Ftlurg Method'
—77777777777
E,M,P
8. Beginning
Period
(Tax Year)
(Qtr/Yr)
/
(Tax Year)
(Qtr/yr)
_ /
E = Electronic
M = Magnetic Media
P = Paper
9. FOR ADP USE ONLY: ❑ PAYROLL / TAX FILING SERVICE
❑ ELECTRONIC BUSINESS TAX SERVICE
The Limited Power of Attorney and Tax Information Authorization revokes all earlier tax filing powers of attorney and tax information
authorizations on file with respective taxing authorities with respect to the same tax matters and tax periods covered hereby, but has no
effect on any other Power of Attorney or authorization.
10. Signature of Taxpayer or Authorized Representative
I understand that this authorization does not absolve me as the
taxpayer of the responsibility to ensure that all returns are filed
and all taxes are paid on time. I authorize the taxing
authorities to disclose otherwise confidential tax information
to ADP as necessary to discuss or provide filing or account
information relating to employment tax returns filed or to be
filed and/or deposits made or to be made by ADP (including
information relating to any penalty resulting from such
deposits) as well as deposit requirements. I certify that I have
the authority to authorize the disclosure of otherwise
confidential tax data on behalf of the taxpayer.
Bruce V. Malkenhorst
Name (Required)
City Administrator
Title
Signature (Required)
Date (Required)
Reporting Agent Signature
TX6931 (3/97)
Part 1 - Tax Legal Copy/Taxing Authority
Part 2 - Client Copy
Part 3 - Payroll Center Copy
INSTRUCTIONS Only one Limited Power of Attorney (LPOA) per Federal ID number is required. Do not submit multiple LPOAs for a Federal ID number. However, if the Client uses more
than one Federal ID number, a separate LPOA must be submitted for each
1. Co. Code:
Enter the Client's three or four character company code.
2. Branch:
Enter the Region's two -character branch code.
3. Federal ID
Number,
Nine -digit Employer Identification Number (EW) issued by the IRS to each employer: The number provided by the Client must be verified against one of the following
sources, in order of priority- 1) Form 941-original or copy with pre-printed name and address; 2) FTD Coupon, (Form 8109) or FTD Address Change (Form 8109C) with
a revision date of 01-94 or later; 3) CP575, Verification of an EIN; 4) CP148, Notice of Name and/or Address change; 5) CP136 or 137, Frequency Notification; 6)
CP129, EFTPS "Mandate Letter"; 7) Pre-printed Form 9779, Business Enrollment
Form (for EFTPS).
4. Taxpayer Legal
Name:
Enter the client's legal name in ALL CAPITAL LETTERS. This must match the name on the IRS file. The first name line on an IRS source document listed in #3
above must be entered on the LPOA form Only the first 35 characters of the first name line are used Include spaces, ampersands, and hyphens; but, NOT other punc-
tuation such as slashes, commas, or periods. Do not use the word "The- as the first word unless it is followed by only one other word. Include legal/formal suffixes
with individual names (MD, PHD, CIA, Jr., Sr., III, etc.) but, DO NOT include general/mfornap titles such as owner, accountants, attorney, etc. See examples below.
5. DBA Name:
Enter the taxpayer's DBA (Doing Business As) or TA (Trading As) Name, if belshe uses one. Follow the same instructions as shown in item #4 above and see exam-
ples below. However, DO NOT enter "DBA" or `TA" on this line; show the name only.
Master's Plumbing and Air Conditioning Service
M A 5 T E R 5
P
L
U
M
B
I
N
G
A
N D A I R C O N D I T I O N I
A&J Construction Co.
A& J C O N 5
T
R
U
C
T
I
O
N
C
O
Sandra J. White, MD
Family Health Care
5 A N D R A J
W
H
IT
E
M
D
Mary Smith -Bennett, Owner
DBA Mary's Bike Shop
MARY SMI
TH
-
SENNETT
Murphy/Mason Realty, Inc.
M U R P H Y M
A
5
0
N
R
E
A
L
T
Y I N C
The Linden Co.
L I N D E N C
O
The Linden
T H E L I N D
E
N
6. Forms:
DO NOT make any marks in this area. This section shows the authorized forms ADP currently files: FTD's for all types of tax and three employment tax returns
(Forms 940, 941, and 943).
7. Piling Method:
DO NOT make any marks in this shaded area It is configured to allow ADP to shift from one filing method to another, as circumstances require.
8. Beginning Period:
For forms 940 and 943, enter the TAX YEAR (1997, 1998, etc.) ADP will start the annual filing. For form 941, enter the quarter and year (3/97, 1/98, etc.) ADP will
file this return for the first time. For FTD, enter the first quarter and year (2/97, 3/98, etc.) ADP will make any deposit, regardless of the tax type(s).
9. ADP USE
This line MUST BE checked properly to assure accurate invoicing and avoid duplicate billing for Payrolls Tax Filing Services (TFS) and Electronic Business (non -
ONLY:
employment) Tax Services (EBTS). If client is ordering both services under the same ID number, check both boxes. Otherwise, only check the one box which
describes the service ADP will provide for the ID number shown in #3.
10. Signature:
After reading the statement, an officer of the company must enter his/her name and title and then sign and date the LPOA. (The sole proprietor of a business or the
member of a partnership will not have a title to show here.) The name, signature, and date MUST be entered.
Client Start
940
941
943
FTD
OcL 1997
• 1st Payroll of Qtr.
• Other Payroll during Qtr.
1"8
1998
4/97
1/98
1998
1998
4/97
4197
Nov. 1997
1998
8
1998
4/97
1
Jan.1998
• 1st Payroll of Qtr.
• Other Payroll during Qtr.
1998
1998*
1/98
Zt98
1998
19"
IJ98
I/98
Feb.1"8
1998s
1999
Mar. 1998
1
April 1998
• 1st Payroll of Qtr.
• Other Payroll during Qtr.
1999
19"
2/98
3/98
19"
19"
2/98
2/98
May 19"
1
/98
1999
2/98
June 1998
July 1998
• 1st Payroll of Qtr.
• Other Payroll during Qtr.
19"
19"
3/98
4/98
19"
1999
3/98
3/98
Aug. 1998
19"
4/98
pL 1998
Od.1998
• 1st Payroll of Qtr.
• Other Payroll during Qtr..
19"
19"
4/98
1/99
1999
19"
4198
4/98
Nov 1998
1
Use this chart to help determine the Beginning Period (item #8).
'Exception to the Rule: For CA and OR, Form 940 tax year would be 1999 due to SIT and SUI
being filed on the same form.
Use regional procedures for mid -quarter or mid -year conversions.
NOTES:
• "Other Payroll" is any payroll processed in the same quarter on any other pay system (i.e.
manual, CPA, service bureau, PC).
• "Other Payroll" is also defined as any payroll processed by ADP without tax filing.
• ADP can handle all applicable tax filing and deposits for new businesses (no prior balances or
liabilities) from the start point forward, regardless of month.
m
AUTHORIZATION ST
ID #
KNOW ALL MEN BY THESE PRESENTS:
THAT THE UNDERSIGNED,
a Federal Identification No. ,
(CORPORATION, PARTNERSHIP, INDIVIDUAL)
having its principal office at , does
hereby constitute and appoint ADP, Inc., its divisions and subsidiaries the true and lawful attorneys -in -fact of the
undersigned, until further written notice, to represent the undersigned before any and all government bodies, agencies
or instrumentalities, in all matters affecting unemployment insurance taxes including, without limitation, all claims,
contributions and experience ratings and the signing of any and all documents relating thereto.
Each of said attorneys -in -fact shall have the power to act with or without the others and the power
and authority to perform, in the name and on behalf of the undersigned, every act necessary to carry out the subject
matter hereof as fully as the undersigned could do. The undersigned hereby ratifies and approves the acts of said
attorneys -in -fact.
This Authorization supersedes and revokes any prior power of attorney or authorization from the under-
signed relating to the subject matter hereof.
IN WITNESS WHEREOF, the undersigned has duly executed and delivered this Authorization this
day of
19
City of Vernon
Name of Company (type or print)
ATTEST:
By:
Signature (Authorized Officer)
Bruce V. Malkenhorst, City Administrator
Name and Title (type or print)
lIC 6018 (2-95)
1996 Automatic Data Prooessing. Inc.
QTATC e'fNDV
CLIENT ACCOUNT AGREEMENT AND AUTHORIZATION TO DEBIT/CREDIT
CLIENT NAME BRANCH CO. CODE
ADDITIONAL APPLICABLE COMPANY CODES
CLIENT agrees to one of the debit methods listed below for collection of'(1) payroll tax obligations related to ADP's Tax Filing Services, (2)
payroll obligations related to ADP's TotalPay, TotalPay Plus, FSDD, ADPCheck, PayCard and /or Instant Pay Services, (3) wage garnishment
deduction amounts related to ADP's WGPS Services, (4) business tax deposit obligations related to ADP's Electronic Business Tax Services, and/or
(5) the applicable fees for ADP's Services. Such debits will be initiated by ADP, Inc. ("ADP") out of CLIENT's applicable account specified below
(the "DDA Account") at the financial institution specified below ("BANK").
DEBIT METHOD (Check Applicable Box): Note: (ACH method will be used to collect all service fees)
0 ACH or PRE -AUTHORIZED DRAFT BANK is authorized to charge the DDA ACCOUNT in accordance with the ACH
provisions on the back of this Agreement. Note: CLIENT electing ACH or PRE -
AUTHORIZED DRAFT may be contacted by an ADP representative to make
arrangements for a wire transfer of funds for impounds exceeding the established dollar
limit for processing by ACH or PRE -AUTHORIZED DRAFT. Such dollar limit shall be
determined by ADP in its sole discretion.
0 REVERSE WIRE (All Payrolls) ADP will initiate a request for a wire transfer of funds from the DDA ACCOUNT in
accordance with the Reverse Wire provisions on the back of this Agreement.
0 REVERSE WIRE (Over ACH Dollar Limit) In the event a single impound exceeds the established threshold for ACH processing,
CLIENT agrees that ADP may initiate a request for a wire transfer of funds from the DDA
ACCOUNT in accordance with the Reverse Wire instructions on the back of this
Agreement.
K INFORMATION:
Payroll Taxes ❑ Fees for Services ❑ TotalPay ❑FSDD ❑ADPCheck ❑ TotalPay Plus ❑PayCard ❑ Instant Pay AWGPS
DEBTS ❑Other
BANK Transit/ABA #
BANK Account #
BANK Name
BANK Contact
BANK Address
BANK Phone
IN
❑Payroll Taxes ❑ Fees for Services TotalPay ❑FSDD ❑ADPCheck ❑TotalPay Plus ❑PayCard ❑Instant Pay ❑WGPS
DEBTS ❑Other
BANK Transit/ABA #
BANK Account #
BANK Name
BANK Contact
BANK Address
BANK Phone
❑ Payroll Taxes ❑ Fees for Services ❑ TotalPay ❑ FSDD ❑ADPCheck ❑ TotalPay Plus ❑ PayCard ❑ Instant Pay ❑ WGPS
❑ EBTS ❑ Other
BANK Transit/ABA #
BANK Account #
BANK Name
BANK Contact
BANK Address
BANK Phone
COMPLETE THIS SECTION ONLY IF FSDD, ADPCHECK, PAYCARD, INSTANT PAY OR TOTALPAY/TOTALPAY PLUS IS
INDICATED ABOVE: FariPral Tl) #
Est. No. of Employees: FSDD Start Date: ADPCheck Start Date: PayCard Start Date: Instant Pay Start Date
Bank Disbursement State (if applicable)
In consideration of BANK's compliance with this authorization, CLIENT agrees that BANK's treatment of any charge, and BANK's rights with
respect thereto, shall be the same as if the charge were initiated personally by CLIENT, and that if any charge is dishonored, whether with or
without cause, BANK shall be under no liability whatsoever. In addition, CLIENT authorizes ADP to credit the DDA ACCOUNT when
necessary, at ADP's sole discretion, for any refund or credit amount due CLIENT.
In the event of any conflict between the terms and conditions of this Agreement and the terms and conditions of any Price Quotation, Sales
Order, National Account Agreement, or ADP Terms and Conditions attached to any proposal given to CLIENT, this Agreement shall control.
This authorization shall remain in effect unless and until revoked in writing by an authorized representative of CLIENT and until BANK and
ADP have each received such notice and have had reasonable time to act upon such notice.
CLIENT Signature '! / Date 2 / 11/04
CLIENT Representative Name & Title Bruce V - Mal kenhorst , City Administrator
(Must be an authorized signatory on the accounts listed above)
TX6925 (05/021 rn')nnn n.........,,:_ ------
-PREb'D�L'A'
CLIENT understands that funds representing the t-AifTHORIZ
otal ACH orof (i) CLIENT's payroll tax olzligpttonsfor the applicable payroll (if CLIENT receives ADP's Tax Filing
Service), (ii) CLIENT's wage payment obligations for the applicable payroll (if CLIENT receives ADP's TotalPay, TotalPay Plus, FSDD, ADPCheck , PayCard
and/or Instant Pay Services), (iii) CLIENT's wage garnishment deduction obligations _with respect to CLIENT's employees for the applicable payroll (if CLIENT
receives A DP's WGPS Services), (iv) CLIENTS electronic business tax deposit obligations (if CLIENT receives ADP's Electronic Business Tax Services) and
(v) ADP's fees for such Services must be on deposit in the applicable DDA Account no later than (a) one banking day prior to the pay date for the applicable
payroll (in the case of the Tax Filing Services, WGPS Services TotalPay Services TotalPay Plus Services, FSDD Services, ADPCheck Services, PayCard Services
and/or Instant Pay Services), (b) one banking day prior to the due date of the applicable electronic business tax deposits (in the case of the Electronic Business
Tax Services) or (c) the date specified in. the "Advice of Debit" or "Advice of Charge" -periodically delivered to CLIENT after such services are rendered (in the
case of ADP's Services Fees). ADP will initiate a transfer of such funds out of such DDA Account on such date.
REVERSE WIRE
CLIENT understands that funds representing the total of 0) CLIENT's payroll tax obligations for the applicable payroll (if CLIENT receives ADP's Tax Filing
Service), (ii) CLIENT's wage payment obligations for the applicable payroll (if CLIENT receives ADP's TotalPay, TotalPay Plus, FSDD, ADPCheck , PayCard
and/or Instant Pay Services, (iii) CLIENT's wage garnishment deduction obligations with respect to CLIENT's employees for the applicable payroll (if CLIENT
receives ADP's WGPS Services), and (iv) CLIENT's electronic business tax deposit obligations (if CLIENT receives ADP's Electronic Business Tax Services)
must be on deposit in the applicable DDA Account no later than (a) one banking day prior to the pay date for the applicable payroll (in the case of the Tax Filing
Services), (b) two banking days prior to the pay date for the applicable payroll (in the case of WGPS Services, TotalPay Services, TotalPay Plus Services, FSDD
Services, ADPCheck Services, PayCard Services and/or Instant Pay Services) or (c) two banking days prior to the due date of the applicable electronic business
tax deposits (in the case of the Electronic Business Tax Services). ADP will cause such funds to be wire transferred from the DDA Account to one of the following
accounts (unless and until changed by notice from ADP): Bankers Trust, ABA No. 021001033, Account No. 00153170 or Account No. 00416217, or JP Morgan
Chase Bank, ABA No. 021000021, Account No. 910-2-628675 or Account No. 323269036, on such specified deposit date.
Inconsideration for the additional costs incurred by ADP in providing wire transfer service, CLIENT agrees to pay a reasonable fee (currently $10.00) for each
wire transfer.
DIRECT WIRE FOR EXCEPTION PROCESSING
(Under certain conditions, CLIENT may be required to wire transfer funds to ADP prior to ADP disbursing funds to a third party).
CLIENT agrees to wire transfer to ADP funds representing the total of (i) CLIENT's payroll tax obligations for the applicable payroll (if CLIENT receives ADP's
Tax Filing Service), (ii) CLIENT's wage payment obligations for the applicable payroll (if CLIENT receives ADP's TotalPay, TotalPay Plus, FSDD, ADPCheck,
PayCard and/or Instant Pay Services), (iii) CLIENT's wage garnishment deduction obligations with respect to CLIENT's employees for the applicable payroll
(if CLIENT receives ADP's WGPS Services), (iv) CLIENT's electronic business tax deposit obligations (if CLIENT receives ADP's Electronic Business Tax
Services) and (v) ADP's fees for such Services. Such wire transfers must be completed no later than (a) one banking date prior to the pay date for the applicable
payroll (in the case of the Tax Filing Services), (b) two banking days prior to the pay date for the applicable payroll (in the case of the WGPS Services, TotalPay
Services, TotalPay Plus Services, FSDD Services, ADPCheck Services, PayCard Services and/or Instant Pay Services), (c) two banking days prior to the due
date of the applicable electronic business tax deposits (in the case of the Electronic Business Tax Services) or (d) the date specified in the "Advice of Debit" or
"Advice of Charge' periodically delivered to CLIENT after such Services are rendered (in the case ofADP's Services Fees). All funds are to be wire transferred
by CLIENT as instructed by ADP to one of the accounts located at the banks listed (unless and until changed by notice from ADP): Bankers Trust, ABA No.
021001033, Account No. 00153170 or Account 00412283, or JP Morgan Chase Bank, ABA No. 021000021, Account No. 910-2-628675 or Account No. 323375847.
In consideration for the additional costs incurred by ADP in providing wire transfer service, CLIENT agrees to pay a reasonable fee (currently $10.00) for each
wire transfer.
NOTI_CE
CLIENT acknowledges that if sufficient funds are not available by the date required pursuant to the foregoing provisions of this Agreement, (1) CLIENT
will immediately become solely responsible for all tax deposits and filings, all employee wages, all wage garnishments, and all related penalties and interest
due then and thereafter, (2) any and all ADP Services may, at ADP's option, be immediately terminated, (3) neither BANK nor ADP will have any further
obligation to CLIENT or any third party with respect to any such Services and (4) ADP may take such action as it deems appropriate to collect ADP's
Services Fees.
State Electronic Deposit
For the appropriate state(s), please indicate whether or not your company is required to
deposit State Income Taxes electronically.
State:
State_
Alto
x
s Sat
Abr
EleetrQn��
Code
1
Alabama
AL
Y N
27
Montana
MT
Y N
2
Alaska
AK
N/A
28
Nebraska
NE
Y N
3
Arizona
AZ
Y N
29
Nevada
NV
N/A
4
Arkansas
AR
Y
30
New Hampshire
NH
N/A
5
California
CA
Y N
31
New Jersey
NJ
Y
6
Colorado
CO
Y N
32
New Mexico
NM
Y N
7
Connecticut
CN
Y N
33
New York
NY
Y N
8
Delaware
DE
Y
34
North Carolina
NC
Y
9
Washington DC
DC
Y N
35
North Dakota
ND
Y N
10
Florida
FL
N/A
36
Ohio
OH
Y N
11
Georgia
GA
Y N
37
Oklahoma
OK
Y N
12
Hawaii
HI
Y N
38
Oregon
OR
Y N
13
Idaho
ID
Y N
39
Pennsylvania
PA
Y N
14
Illinois
IL
Y N
40
Rhode Island
RI
Y
15
Indiana
IN
Y N
41
South Carolina
SC
Y N
16
Iowa
IA
Y N
42
South Dakota
SD
N/A
17
Kansas
KS
Y N
43
Tennessee
TN
N/A
18
Kentucky
KY
Y
44
Texas
TX
N/A
19
Louisiana
LA
Y
45
Utah
UT
Y N
20
Maine
ME
Y
46
Vermont
VT
Y N
21
Maryland
MD
Y
47
Virginia
VA
Y N
22
Massachusetts
MA
Y N
48
Washington
WA
N/A
23
Michigan
MI
Y N
49
West Virginia
WV
Y N
24
Minnesota
MN
Y
50
Wisconsin
WI
Y N
25
Mississippi
MS
Y N
51
Wyoming
WY
N/A
26
Missouri
MO
Y N
52
Puerto Rico
PR
Y
The undersigned certifies that the above information is
true and correct and absolves ADP from liability if
said information is found to be incorrect.
Completed by:
Signature
/ Date 2 / 11/04
Title City Administrator
Branch/Co Code Company Legal Name City of vernon
Revised 3/21/01
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Quotation for Payroll Services - PremiumPC Payroll Package
Prepared Exclusively for: City of Vemon
11-Feb-04
Quote Presented By: James Stratmann
This Price Cual a ion Is valid for 3o days
Client Profile
0
# of Employees
330
# of Annual Processings
26
PCPW Per Pay Charge -1 st 50 pays
3.50
PCPW Per Pay Charge - over 50 pays
1.60
PCPW Minimum Charge
35•00
GamishmentlLien Count
17
License Fees
Rate
g C
PC Payroll For Windows, Multi -User
500.00
5
$2,500.00
Reportsmith
100.00
4
$400.00
Enterprise Additional Manager Licenses per 10 mgrs
1,000.00
1
$1,000.00
Total
$3,900.00
Implementation Fees
Rate
9bf
Payroll Implementation
$2,500.00
PCPW Multi -User installation- On -site Install
$1,500.00
TotalPay Card Implementation
$0.00
TotalPay Card Issuance Fees Rate: 1.50
# Cards:
0
$0.00
Enterprise eTIME with Professional
12,000.00
1
$12,000.00
On Site Training per 6 part
5,000.00
1
$5,000.00
Total
$21,000.00
Per Payroll Fees
PCPW Pays Charge (minimum may apply)
Payroll Preview
24 Hour Service
ADP Delivery
Fed Ex1Airbome/UPS fees billed separately
Totafty
(includes Signing, Stuffing, FSDD, ADP Check, TotalPay, Card)
Benefit Accruals
CD Rom with Paper
Labor Distribution C-Version
New Hire Reporting
Super Data Access
GL Managonent Report
PERS Management Report
IRX - information Resource Exchange
Trial Tax Plus
Wage Processing - Service
Wage Gamishment Prcc - Payments
GL Interface
Total Per Payroll Fees
Payroll Monthly Fees
Super Data Access Monthly
ADP fee to formal custom ReportSmith reports:
Extemal Paydata interface (EPIP)
LAN
iPay Statements
HRIProfile
Employee Import
Tax Service Additional Jurisdiction Fee
AppliecWor Status F"dmg fees are $25 per month.
Total
Time and Attendance Monthly Fees
Enterprise eTiME with Professional
Total
Payroll Quarterly Fees
CD ROM - Otdy Wage & Tax- CO Only
Total
Year-EmWAnnual Fees
Base
Per EE
Min
$623.00
included
$0.00
included
included
$0.00
9.00
3.00
Addl Ctrs
$9.00
included
-
$0.00
0.07
6.50
$23.10
included
$0.00
0.10
9.75
$33.00
included
included
included
$0.00
$40.00
$40.00
included
$0.00
Included
$0.00
-
3.00
per lien
$51.00
included
$0.00
$50.00
$>369.10
Base
Per EE
MkL
Included
$0.00
$1001hour
Included
$0.00
25.00
$25.00
included
$0.00
1.30
65.00
$429.00
Included
$0.00
7.00
Per Jurisdicfon
$0.00
$464.00
44C
B�
!l�S1.
330
3.95
8W.00
$1303.50
��
jkU Per EE Per 100
Included $0.00
$0.00
lM Per EE
Page 1 of 3
Year -End Information Service
Total
3.70 75.00 $1,221.00
$— 1;221.00
Page 2 of 3
Investment Summary
Prepared Exclusively for: City of Vernon 11-Feb-04
Quote Based on: 330 Paid Employees Cba#oo
Quote Presented By: James Stratrnann
One Time Charges
License Fees, Payroll
$2,800
License Fees, Time and Attendance
$1,000
Implementation, Payroll
$4,000
Implementation, Time and Attendance
�$17 000
$24,9W
Total One -Time Charges
Recurrina Charges (Annualized)
Payroll Each Processing
$22,687
Payroll Monthly
$6*18
Time and Attendance Monthly
$15 642
$43,687
Total Recurring Charges
Year -End Charges
Estimated Year -End Charges
$1,221
Comments/Notes:
1.
2.
3.
4.
5.
THE ADP SERVICES COVERED BY THIS AGREEMENT ARE PROVIDED IN ACCORDANCE WITH THE
ADDITIONAL TERMS AND CONDITIONS OF TM AGREEMENT.
ADP Sales Associate Date clientAuUwrbabw
Page 3 of 3
SUPPORTING
DOCUMENTS
OFFICE OF FINANCE DIRECTOR C 1 F.
� o
INTER —DEPARTMENT MEMORANDUM
DATE: September 22, 2005
L�T : Bruce V. Malkenhorst, Acting City Clerk
FROM: Rory Burnett, Finance Director FC
RE: Purchase of ADP Timekeeping Software
Dear Bruce:
VJ1
I recommend the City purchase additional software from Automated
Data Processing ("ADP"), the City's current payroll processing
service. This software is a timekeeping module that compliments the
current payroll software already acquired from ADP. It will allow
all City employees to electronically post their daily City
employment attendance at any City computer or internet portal. The
cost of this software is a one-time implementation fee of $8,000, of
which the City will receive approximately $1,500 in discounts on
other ADP fees for a net cost to the City of approximately $6,500.
Additionally, the City will be required to sign an agreement for
maintenance on this timekeeping software with ADP that will cost
$1,683 per month. This agreement is a month -to -month contract that
can be canceled by the City with thirty (30) days prior written
notice.
This timekeeping software will eliminate the City's current manual
preparation of timekeeping records. It allows department
supervisors to review and approve employee time records daily rather
than waiting for staff to compile manual timekeeping records prior
to bi-weekly reporting deadlines.
I recommend that the City purchase the software and approve and
authorize the execution of the Agreement.
ADP Product Package Solution for CITY OF VERNONOrder ID ': 8200
Today's Date:' 9[9[2005 Order Type: Additional Business
Client Information
ADP Sales Associate
CITY OF VERNON
Mark Dang
4305 SANTA FE AVE.
mark_dang@adp.com
VERNON, CA 90058
Order Information
Executive Michael Kamen
Parent/Child : Parent
Executive Phone: 310-435-5650
This agreement based on 330 paid employees
Frequency Calculation Annual' Fee Impl. License
(cost x unit x fmq)
ezLaborManager Accruals Module 251- EE'
ezLaborManager for PCPW and Pay eXpert Monthly ($165.00 x 1 x 12) $1,980.00
ezLaborManager Web Hosted Softwar 2 1- EE's
ezLaborManager for PCPW and Pay expert Monthly 1 ($1518.00 x 1 x 12) $18,216.00'
ezLaborManager Timesheet Module u -999 EE'
ezLaborManager for PCPW and Pay expert Annual ($0.00 x 1 x 1)
Recurring ,Fees Total Annual Fee -
Total Implementation
One Time Fees
Total License Fees
Products and Services selected as a la carte
ezLaborManager Accruals Module 251-999 EE's
ezLaborManager Setup Fee up to 251 -999
ezLaborManager Timesheet Module up to 251 -999 EE'
ezLaborManager Web Hosted Software 251-999 EE's
$8,000.00
$8,000.00
$0.00
Deposit check N - Deposit check amount: $ Direct Debit of Fees: N
Invoice Detail
Base Fee Unit Fee Minimum
ezLaborManager Accruals Module 251-999 E E's Per charge 1 and higher $0.50 Each $30.00
ezLaborManager Timesheet Module up to 251 -999 EE'
ezLaborManager Web Hosted Software 251-999 EE's a Per charge if within 1 and higher - $4.60 Each $460.00
Client Signature:
Date
Sales Associate:
Date
Page 1 of 1
Jw. .
eiLaborManager. F--Time and Labor Manaqement Sales Order Form - Subscription
ADP Company Code: CCR
Order Date: 9/9/2005
Estimated Start Date: 11/15/2005
PAGE 1 OF
Client Contact Information'
Company Name:
City Vernon
Contact Name:
Michael Kamen
Street Address:
5175 South Soto Street
Contact email Address:
mk@gursey.com'
City, State ZIP:
Vernon, Ca 90058
Contact Phone #:
(310) 435-5650
County:
Contact Fax #:
(310) 557-3468
Client Payroll Information
1. New ADP Payroll Client?: ❑ Yes ®No
2. Date Client Processed First Live ADP Payroll-PCPW, Pay eXpert, Total Choice, EasyPayWin or EasyPayNet: 1/06/200
3. Pay Frequency: ❑ Weekly ❑ Biweekly ® Semi -Monthly ❑ Monthly
4. Payroll Service (Product Code):
Autopay II (46): EasyPay (46): ❑ Total Choice Solutions (46) ❑ Other (47)
®PCPW ❑ Pay eXpert ❑Teledata ❑ WIN ❑NET ❑ Teledata ❑ AutoPay Plus (46)
5. Total Number of Employees on ezLaborManager: 330
a.®# of Employees punching at the Timeclock 0 b. ❑ # of Employees entering Timesheets via the web
Product OrderInformation —Effective May`31, 2005
SOFTWARE FEES
One -Time
Setup Fees
Software Monthly
Subscription Fees
ezLaborMana er Web -Hosted Software
$ 8,000
$ 1,518.00
® Timesheet Module
$ included
® Benefit Accruals
$
$ 165.00
❑ Phone Module** # Employees on Phone Module:
Please check one: []Attendance Only ❑Time & Attendance ❑Time & Attendance w/ Labor Xfer
**Note: Sprint bills client separately for long distance and local fees along with any additional surcharges.
$
$
Software Totals
$ 8,000.00
$ 1,683.00
ADDITIONAL SOFTWARE FEES
Payroll Application/
Version*
IDI Interface
Format Number*
One -Time Setup
/ Custom Fees
Software Monthly
Subscription Fees
❑ PC/Payroll Employee Interface Utility
$ no charge
$ no charge
IDI Timebank — Pay Data Link for "A" payrolls
$
$
IDI Timebank — Pay Data Link for "B" payrolls
$
$
Other IDI Timebank Interfaces: (select all that apply):
❑ Custom Interface (SCN F00803)
❑ FLSA Avg OT Calc (SCN F00810) <Select>
❑ Accruals to or from ADP PC/Payroll or Pay eXpert (SCN F00807)
$
$
*Refer to supported payroll list at http://www.idesign.com/ada Additional Software Totals
$
TIMECLOCK PURCHASE PRICE —
For com anies with 50-99 Total employees ONLY. Cannot be combined with 140/480 series clocks
Timeclock Purchase
Price
Qty
Description — ADP 2000 Series Timeclocks
1
First Timeclock - includes 50 badges
Please specify.- [I Direct 2016-K0315 or ❑ Modem 2016-K0316 or [I Ethernet 2016-K0458
$
Additional Direct Wired Clocks (2016-K0315) (discounted fee applies)
$
Additional Modem Clocks (2016-K0315) (discounted fee applies)
$
Additional Ethernet Clocks (2016-K0458) (discounted fee applies)
$
Timeclock Totals
$
TIMECLOCK PURCHASE PRICE -
Cannot be combined with 2000 series clocks
Unit
Extended
Setup
Fee
Timeclock
Purchase Price
Setup
Fee
Timeclock
Purchase Price
Qty
Description — ADP 140/480 Series Timeclocks
480 Full Timeclock — Direct
$
$
$
$
480 Full Timeclock — Modem
$
$
$
$
480 Full Timeclock — Ethernet
$
$
$
$
480 Full Alphanumeric Timeclock — Direct
$
$
$
$
480 Full Alphanumeric Timeclock — Modem
$
$
$
$
480 Full Alphanumeric Timeclock — Ethernet
$
$
$
$
140 Direct
$
$
$
$
144 Modem
$
$
$
$
Timeclock Totals
$
$
Page 1 of 7
PAGE 2OF7
Company Name: I Contact Name:
HANDPUNCH READER FEES -
Cannot be combined with any timeclocks on page 1
Unit
Extended
Setup
Fee
HandPunch
Purchase Price
Setup
Fee
HandPunch Monthly
Subscription Fee
Qty
Description - ADP HandPunch Series
ADP HandPunch Manager PC Communications Software
$ no charge
$ no charge
$ no charge
$ no charge
HandPunch LE — Direct
$
$
$
$
HandPunch LE — Modem
$
$
$
$
HandPunch LE — Ethernet
$
$
$
$
Full HandPunch — Direct
$
$
$
$
Full HandPunch —Modem
$
$
$
$
4
Full HandPunch — Ethernet
$
$ 15,180
$
$
HandPunch Totals
I $
$
TIMECLOCK / HANDPUNCH ANNUAL MAINTENANCE FEES
Timeclock Annual
City
Description
Unit Cost
Maintenance Fee
4
Annual Timeclock or HandPunch Maintenance* (per clock or HandPunch per year)
$ 1,000.00
$ 1,000.00
*Annual coverage period is December 1st through November 3e. First year fees are pro -rated per
month through November 30"'. If Annual Maintenance is not elected, then an additional fee per
occurrence will be charged.
ACCESSORIES
City
Description of Accessories
Unit Cost
One -Time Fees
Employee badges (pkg. Of 50 - Order 1.5 x employee count
$ 100.00
$
Bar Code Stickers (pkg. Of 50) - Order 1.5 x employee count
$ 12.50
$
Badge Racks set of 2 - Holds 50 badges
$ 50.00
$
Badge Racks set of 1 - Holds 25 badges
$ 30.00
$
Telephone line sharing device for modem timeclocks. Allows clock to share same phone
number as fax or answering machine.
$ 139.00
$
FOR MODELS 140, 2016-K0315 or HandPunch LE ONLY
250 ft. RS232 cable - Needed for direct connects 101 - 250 ft. $ r $
FOR MODELS 2016-KO316 and 2016-KO458 ONLY
UPS Battery Backup and Relay combination
$ 140.00
$
FOR MODEL 480 ONLY
Smart Converter
$ included
$ included
Ethernet Kit
$ 350.00
$
14.4 Modem Kit
$ 250.00
$
Battery Backup
$ 210.00
$
Internal AC Sure Protector
$ 80.00
$
$
$
FOR HANDPUNCH READER ONLY
HandPunch LE RS-232 to USB Converter for direct connections
$ 40.00 $
Integrated Heater
$ 350.00 $
Hurricane Enclosure Note: Additional setup fees apply if installed with Full HandPunch
$ 300.00 $
Full HandPunch Relay
$ 160.00 $
Accessory Totals $
Minimum System Requirements
Minimum system requirements must be met for all
workstations utilizing ezLaborManager for order to be processed.
1. Do you have an internet connection already established?
[]Yes. Please specify:
❑ No
(e.g. AOL, MSN, Earthlink, AT&T, Verizon)
2. How do you connect to the internet?
Modem, 56K + ❑ Cable ❑ DSL
0 Via Modem, less than 56k
❑ Frame Relay ❑ T1 or T3 ❑ ISDN
3. Is your PC web browser Microsoft Internet Explorer?
0 Yes. IE v5.5 SP2,6.0.26 or higher with
No. IE v5.5 or lower
language set to US -English.
❑ No. Netscape Navigator
Page 2 of 7
PAGE 3OF7
Company Name: I Contact Name: I
Summary of Fees from Pages 1 and 2:
Description
When Billed
Amount
One -Time Fees Total of Software License Fee and Accessories
Upon Shipment
$
Timeclock or HandPunch Purchase Price
Upon Shipment
$
Shipping and Handling Fees for initial shipment of timeclocks or HandPunch and
accessories (Note: Subsequent orders will be charged shipping and handling fees of $ 9.95
upon shipment)
Upon Shipment
$ 19.95
Timeclock Annual Maintenance Fees
Pro -rated Monthly thru Nov
30 th then annual) on Dec 1st
$
Software Monthly Subscription Fees
Once per month
$
Client Authorization
I have read and agree to the ADP Terms and Conditions as stated on pages 4 through 7 of this form.
Approved by.
Printed Name:
Title:
Date:
ADP Sales Reciion Information
DM Name:
DM Code:
DM Phone #:
DM Sales Re ion #:
Client's Payroll Processing
I Region Name:
Mark Dang
68
323-857-7382
5091
1 La Palma
The ADP logo is a registered trademark of ADP of North America, Inc.
ezlaborManager is a registered trademark of Automatic Data Processing, Inc.
04-2340-065 Printed in USA 0 2005 ADP, Inc.
Page 3 of 7
TERMS AND CONDITIONS I
Scope of Agreement.
ADP agrees to provide to Client, in accordance with these terms and
conditions and any exhibits hereto (collectively, the "Agreement"), the
data collection devices listed in the Sales Order, including, but not limited
to any data collection devices such as timedocks and HandPunches, ("the
Equipment") and any software contained therein or application used in
connection with the Equipment or accessed by the Equipment through the
Internet or Intranet (Equipment and software or application and related
services, collectively referred to as the "TLM Products'. Any provisions of
this Agreement relating to the Equipment shall not be applicable if Client
does not obtain Equipment from ADP.
2. Term.
The initial term of this Agreement shall commence on the date hereof and
shall continue on a month -to -month basis until terminated by ADP in
accordance with the provisions of Section 13 or by either party on at least
thirty days' prior written notice.
Use of TLM Products.
A. Client agrees that it will use the TLM Products in accordance with this
.Agreement and any online or shrink-wrap terms or license, license terms
attached hereto, Appendices, or other accompanying documentation
including but not limited to the Client's Sales Order made available to
Client by ADP or its licensors ("Additional Terms").
B. Client will use the TLM Products only for its own internal and proper
business purposes in accordance with this Agreement and will not sell,
lease, allow access to or otherwise provide the TLM Products or any
portion thereof, to any third party, including without limitation, any
competitor of ADP.
C. Subject to the terms of this Agreement and the Additional Terms, ADP
grants to Client a non-exclusive, non -transferable license to use the TLM
Products provided hereunder. Client receives no rights to the TLM
Products or any intellectual property of ADP or its licensors, except as
expressly stated herein. All intellectual or proprietary rights relating to
the TLM Products is reserved. The TLM Products are the licensed and/or
owned property, and embody the proprietary trade secret technology, of
ADP and/or its licensor(s) and are protected by copyright laws and
International copyright treaties, as well as other intellectual property laws
which among other things, prohibit the unauthorized use and copying of
any TLM Product. The fees paid by Client to ADP for the TLM Products
Include a license fee that entitles the undersigned to use the TLM
Products as set forth herein or any Additional Terms.
D. Equipment purchased and fully paid for by Client is not subject to the
restrictions on use contained in paragraphs 3A, 3B and 3C above.
E. ADP will take reasonable precautions to prevent the loss of or alteration
to client data input Into in the TLM Products, including employing regular
back-up procedures, but ADP cannot guarantee against any such loss or
alteration. Accordingly, Client will, to the extent it deems necessary,
maintain a procedure external to the TLM Products for the reconstruction
of lost or altered data (e.g. maintaining printouts of client data input into
the TLM Products).
F. Client Content. "Client Content" shall mean (1) all payroll, human
resource and similar information provided by Client or its agents or
employees, Including transactional information, (11) Client's trademarks,
trade names, service marks, logos and designs and (Ill) any other
information or materials provided by Client, regardless of form (e.g.,
images, graphics, text, etc.), to be included in the TLM, whether included
therein by ADP on behalf of Client as part of its setup services or directly
by Client or any of Its employees or agents. The following provisions shall
apply with respect to Client Content:
I. Client shall be solely responsible for updating and maintaining the
completeness and accuracy of all Client Content Client shall indemnify
and hold ADP harmless from and against any and all claims and causes of
action brought against ADP, Including any and all damages, losses,
expenses, attorney's fees, costs and liabilities sustained by ADP, to the
extent that it is based upon a claim that any Client Content infringes or
violates any patents, copyrights, trade secrets, or other proprietary rights
of any third party.
it. Client shall be responsible for obtaining all required rights and licenses
to use and display all Client Content in connection with the TLM Products.
Client hereby grants to ADP a non-exclusive, non -transferable license to
use, edit, modify, adapt, translate, exhibit, publish, reproduce, copy
(Including back up copies) and display the Client Content as reasonably
necessary to provide TLM Products or perform the Services covered under
this Agreement.
Ill. Client and Its employees shall not Include or provide to ADP for
Inclusion In TLM Products any Client Content which Is obscene, offensive,
Inappropriate, threatening, malicious, which violates any applicable law or
regulation or any contract, privacy or other third party right or which
otherwise exposes ADP to civil or criminal liability. ADP reserves the right
to exclude or immediately remove from any TLM Product any Client
Content which it determines in it sole discretion violates the previous
sentence, provided that ADP has no obligation to review or monitor the
Client Content.
Charges.
A. Specific charges for the TLM Products are provided on the Sales Order
or other signed pricing proposal and shall be set at the rates set forth
thereon for the first six months after the date this Agreement is accepted
by Client (assuming no changes in requirements, specifications, volumes or
quantities) (the "Initial Period"). Client shall pay ADP for the products and
services added by Client after the date hereof at ADP s then prevailing prices
for such services. ADP may increase prices at any time after the Initial Period
upon at least 30 days prior written notice to Client if such change is part of a
general price change by ADP to its dients for affected items.
B. Client shall pay monthly, as invoiced, for the use of the TLM Products.
("Monthly Fee'). Such Monthly Fee shall include maintenance of Equipment if
the Equipment is leased, and not purchased, by Client Client shall also pay an
installation and set-up fee for each unit of Equipment installed on Client's
premises by ADP. If Client purchases the Equipment, it shall pay annually, as
invoiced, for maintenance of the Equipment unless it executes a waiver as
specified in Section 7(D).
Payment; Taxes.
A. There shall be added to all payments hereunder amounts equal to any
applicable taxes levied or based on this Agreement (unless Client provides
ADP with appropriate exemption certificates); exclusive of taxes based on
ADP's net income.
B. All invoices shall be paid by Client in full within 30 days of the invoice
date. If Client fails to pay any amount due under this Agreement,
whether by acceleration or otherwise, Client, upon demand, shall pay
interest at the rate of 18% per annum (or 1-1/2% per month), but not to
exceed the maximum allowed by law, on such delinquent amount from
the due date thereof until the date of payment Client Is liable to pay
ADP for any and all expenses ADP may incur, including interest and
reasonable attorney's fees, in taking action to collect any amounts due
ADP hereunder.
Installation.
Client shall also provide and install all power, wiring and cabling required
for installation of the Equipment. The business day following the day on
which (i) ADP, or its designee, determines that the Equipment has been
placed in good working order in accordance with ADPs standard
installation procedures, or (it) 5 days after the Equipment is delivered and
the Client fails to provide the required installation environment, shall be
considered the "Warranty Commencement Date" for purposes of this
Agreement
Risk of Loss; Title to Equipment; Maintenance; Etc.
A. No loss, theft or damage after shipment of the Equipment to Client
shall relieve Client from any obligations under this Agreement, and Client
shall be liable for any such loss, damage or destruction (regardless of
cause).
B. Client shall not make any alterations or attach any device not provided
by ADP to the Equipment, nor shall Client remove the Equipment from the
place of original installation without ADP's prior consent ADP shall have
the right to enter Client's premises to inspect the Equipment during
normal business hours. This paragraph B shall not apply to Equipment
previously purchased and fully paid for by Client.
C. Title to the Equipment shall remain in ADP. The Equipment is, and at
all times shall remain, a separate item of personal property,
notwithstanding Its attachment to other equipment or real property.
Client shall furnish any waivers or consents reasonably requested by ADP
to give full effect to the intent of the preceding sentence. This paragraph
C shall not apply to Equipment previously purchased and fully paid for by
Client
D. Client understands that ADP, or its designee, pursuant to ADP's
Hardware maintenance terms, will furnish maintenance services for the
Equipment and conditions as set forth below and that such maintenance
takes effect upon expiration of the warranty set forth in Section 10. If the
Equipment is leased, the cost of such maintenance service is part of the
Monthly Fee. If Client purchases the Equipment, maintenance is optional
and may be obtained at an additional cost and a separate annual
maintenance fee applies. A Client under the purchase option may
terminate its receipt of maintenance services by providing written notice
to ADP no less than 30 days prior to the end of the then current annual
coverage period. ADP is not required to rebate to Client any maintenance
fees relating to a current or prior coverage period. (NOTE: If a Client
selects the purchase option but opts not to receive or terms nates
maintenance services hereunder, any such services provided by ADP at
Client's request will be subject to ADP's then current charges for such
Page 4 of p� l
Confidential Information of the disclosing party that Is in its possession
Notwithstanding the foregoing, ADP may retain information for regulatory
15. General.
purposes or in back-up files, provided that ADP's confidentiality
A. Client acknowledges that it has not been induced to enter into this
obligations hereunder continue to apply.
Agreement by any representation or warranty not set forth in the
For purposes of this Section, "Confidential Information" shall
Agreement. This Agreement contains the entire agreement of the parties
mean: all information of a confidential or proprietary nature provided by
as to the TLM Products and such Agreement supersedes all existing
the disclosing party to the receiving party for use in connection with the
agreement and all other oral, written or other communications between
TLM Products but does not Include (i) information that is already known
them concerning the \TLM Products. Client hereby acknowledges that
by the receiving party, (ii) information that becomes generally available to
any and all representations made by ADP and its employees, either orally
the public other than as a result of disclosure by the receiving party in
or in writing, which are not specifically included in the terms and
violation of this Agreement, and (III) information that becomes known to
conditions of this Agreement or in a written addendum signed by an
the receiving party from a source other than the disclosing party on a
authorized officer of ADP are not material to this Agreement and are not
non -confidential basis. Confidential Information of ADP also includes all
binding upon ADP. This Agreement shall not be modified in any way
ADP trade secrets, processes, proprietary data, information or
except in a writing signed by both parties.
documentation related thereto, or any pricing or product information
B. Neither party may assign its rights, duties or obligations that arise
furnished to Client by ADP. Confidential Information of Client also
under this Agreement without the prior written consent of the other
Includes all personally identifiable payroll and employee -level data.
party. This Agreement shall be binding upon and shall inure to the
benefit of ADP and Client and their respective successors and permitted
12. Limitation of Liability.
assigns.
A. ADP's sole obligation in case of any breach of its representations and
C. If any provision of this Agreement shall be held to be invalid, illegal or
warranties set forth in Section 10(A) shall be to correct, repair or replace,
unenforceable, the validity, legality or enforceability of the remaining
at ADP's option, any defective Items. ADP's aggregate liability under this
provisions shall not be in any way be affected or impaired thereby.
Agreement during any calendar year for damages (monetary or
D. All notices shall be in writing and shall be delivered or sent by
otherwise) under any circumstances for claims of any type or character
recognized courier or registered or certified mail, return receipt requested,
made by Client or any third party arising from or related to TLM Products
to the addresses Indicated on the face hereof with an additional copy to
will be limited to the lesser of (1) the amount of actual damages incurred
Automatic Data Processing, Inc., One ADP Boulevard, Roseland, N.J.
by Client or (ii) the average monthly charges for one month for the
07068. Attention: General Counsel, or to such other addresses as the
affected TLM Product. ADP will issue Client a credit(s) equal to the
parties shall specify by notice given pursuant hereto.
applicable amount and any such credit(s) will be applied against
E. The headings in this Agreement are intended for convenience of
subsequent ADP service fees. The foregoing limitation shall not apply to
reference only and shall not affect Its interpretation.
actual damages Incurred by Client as a direct result of the criminal, or
F. The individuals executing this Agreement on behalf of ADP and Client
fraudulent acts or willful misconduct of ADP or any of its employees. The
each
foregoing limitations shall be the extent of ADP's liability under this
hereby represent that they are duly authorized by all necessary action to
Agreement; not withstanding the form of any claims made hereunder
execute this Agreement on behalf of their respective principals. This
(e.g., contract, negligence or otherwise), and shall constitute Client's sole
Agreement shall be governed by the laws of the State of New Jersey.
remedies.
G. The terms of this Agreement are subject to any Additional Terms. In
B. ADP shall not be liable or deemed to be in default for any delay or
the event of a conflict between the terms of this Agreement and such
failure to perform under this Agreement or for interruption of service
Additional Terms, the documentation shall control in the following order,
resulting, directly or indirectly, from any cause beyond ADP's reasonable
(1) the Appendix or Appendices or Exhibits(s) to this Agreement, (2) this
control.
Agreement, and (3) other Additional Terms.
C. IN NO EVENT WILL ADP OR CLIENT BE RESPONSIBLE FOR SPECIAL,
H. The failure of either party at any time to enforce any right or remedy
INCIDENTAL, INDIRECT, PUNITIVE, CONSEQUENTIAL OR OTHER
available to it under this Agreement or otherwise with respect to any
SIMILAR DAMAGES WHICH THE OTHER MAY INCUR OR EXPERIENCE ON
breach or failure by the other party shall not be construed to be a waiver
ACCOUNT OF ENTERING INTO OR RELYING ON THIS AGREEMENT
of such right or remedy with respect to any other breach or failure by the
INCLUDING, BUT NOT LIMITED TO DAMAGES FOR BUSINESS EXPENSE,
other party.
LOST DATA, MACHINE DOWNTIME OR DAMAGE TO CLIENT OR CLIENT'S
I. The parties hereto expressly understand and agree that each party is
CUSTOMERS CAUSED BY ANY DEFICIENCY, DEFECT, ERROR OR
an independent contractor in the performance of each and every part of
MALFUNCTION IN THE EQUIPMENT, EVEN IF ADP OR CLIENT HAS BEEN
this Agreement, is solely responsible for all of its employees and agents
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
and its labor costs and expenses arising in connection therewith.
J. With respect to the TLM Products covered hereby, ADP suppliers,
13. Default by Client; Remedies Upon Default.
vendors and referral partners may enforce the same disclaimers and
If Client (1) defaults in the payment of any sum of money hereunder, (11)
limitations against Client as ADP may under Sections 10(B) and 12 of this
fails to install, remove, or disconnects the Equipment from Client's
Agreement. Other than ADP suppliers, vendors and referral partners, who
existing computer system, (III) defaults in the performance of any other of
are intended third party beneficiaries with respect to Sections 10(B) and
its obligations under this Agreement, or (iv) commits an act of bankruptcy
12, nothing in this Agreement creates, or will be deemed to create, third
or becomes the subject of any proceeding under the Bankruptcy Act or
party beneficiaries of or under this Agreement ADP has no obligation to
becomes insolvent, or if any substantial part of Client's property becomes
any third party (including, without limitation, client's employees and/or
subject to any levy, seizure, assignment, application or sale for or by any
any taxing authority) by virtue of this Agreement
creditor or governmental agency, then, in any such event, ADP, at its
option may (a) terminate or suspend any Client's access to the TLM
Products, (b) terminate this Agreement, (c) whether or not this
Agreement is terminated, take immediate possession of the Equipment,
wherever situated, and for such purpose enter upon any premises without
liability for so doing, (d) sell, dispose of, hold, use or lease the Equipment,
as ADP in its sole discretion may decide, and (e) declare any and all
amounts due under this Agreement to be immediately due and payable
without further demand and may Invoke any and all other remedies
permitted by applicable law. Client agrees to reimburse ADP for any and
all expenses ADP may incur, including Interest, costs and reasonable
attorneys' fees, in taking any of the foregoing actions. The remedies set
forth In clauses (c) and (d) above shall not apply to any Equipment
purchased and fully paid for by Client The remedies contained in this
Section 13 are cumulative and in addition to all other rights and remedies
available to ADP under this Agreement, by operation of law or otherwise.
14. Government Regulations and Manufacturer Requirements.
Client will be responsible (1) for compliance with all laws, governmental
regulations and manufacturers' requirements affecting Its business, and
(li) for any use Client may make of the TLM Products to assist Client in
complying with such laws, governmental regulations, and manufacturers'
requirements and ADP shall not have any responsibility relating thereto
(including, without limitation, advising Client of Client's responsibilities in
complying with any laws, governmental regulations or manufacturers'
requirements affecting Client's business).
Page"6 of 7
services which will likely be significantly greater than the annual fee under
the maintenance plan. Clients described in the preceding sentence must
execute a waiver of maintenance services as set forth in Appendix A.).
Client shall bear all delivery/shipping costs and all risk of loss during
shipment/delivery of Equipment relating to maintenance services. Client
shall permit ADP, or Its designee, to have safe and complete access to the
Equipment during normal business hours. ADP will maintain the
Equipment free from defects in material and workmanship as follows:
(1) Any parts found to be defective (except as specifically excluded
- below) shall be replaced or repaired, at ADP's or it's designee's
option, without charge for parts or labor, provided that the
Equipment has been property installed and maintained by Client and
provided that such Equipment has been used in accordance with any
documentation or Additional Terms provided by ADP or its designee
and has not been subject to abuse or tampering.
(it) The foregoing repairs and replacements may be made only by ADP
or Its designee, and will be made only after ADP or its designee is
notified of a problem, receives delivery from Client of the Equipment
(which delivery shall not violate the provisions of paragraph B above)
at issue and determines that it results from defective materials or
workmanship. Notwithstanding the foregoing, ADP may deliver a
temporary replacement item for Client's use while such
determination is being made with respect to the Equipment in
question.
(lit) Repairs and replacements required as a result of any of the following
shall not be included in the foregoing maintenance services and shall
be charged at ADP's then current rates: a) Damage, defects or
malfunctions resulting from misuse, accident, neglect, tampering,
unusual physical or electrical stress, or causes other than normal or
Intended use; b) Failure of the Client to provide and maintain a
suitable installation environment; c) Any alterations made to or any
devices not provided by ADP attached to the Equipment; .and d)
Malfunctions resulting from use of badges or supplies not approved
by ADP
(iv) E. Certain terms in this Agreement apply only if Client leases
Equipment and certain terms apply only if Client purchases
Equipment. If Client Initially leases Equipment and subsequently
purchases and pays for such Equipment, , the terms herein
applicable to purchased Equipment shall thereafter apply to the
Equipment purchased by Client in lieu of the terms herein applicable
to leased Equipment.
Return on Termination.
Immediately upon termination or cancellation of this Agreement, for any
reason whatsoever, Client shall, at its expense, return the TLM Products
to ADP in accordance with ADP's instructions. The Equipment shall be
returned to ADP in as good condition as received by Client, normal wear
and tear excepted. In the event the Equipment is not returned, Client
agrees to purchase the Equipment at prevailing manufacturer's suggested
retail price. This Section 8 shall not apply to Equipment previously
purchased and fully paid for by Client.
9. Online Access/Hosting
A. Client, and its authorized employees, may access TLM Products
through the internet or an intranet at a website (the "Site") hosted by
ADP on behalf of Client as provided herein in order to input information
relating to Its employees' time and attendance and related information.
Client acknowledges that ADP does not review the accuracy or
completeness of any submissions to the Site made by, Client or Clients
employees. Client agrees that it is its sole responsibility to submit
Information relating to the use of the TLM Products and any associated
ADP services and to verify the accuracy and completeness of any
Information submitted by Client or its employees. Client acknowledges
that by submitting communications through the Site, no confidential,
fiduciary, and contractually implied or other relationship is created
between ADP and Client other than pursuant to this Agreement. In
addition, Client acknowledges that security of transmissions over the
Internet cannot be guaranteed. In order to access and use the Site, Client
and its authorized users will be required to provide a current username
and password. Client will instruct Its users to take all actions necessary to
maintain the privacy of their usemame and password, including, without
limitation, safeguarding their usemame and password in a private and
secure place. Client will instruct its authorized users that in the event that
they have reason to believe that an unauthorized third party has access to
Clients account, they should promptly notify ADP. ADP is not responsible
for (1) Clients access to the Internet, (it) interception or Interruptions of
communications through the Internet, or (ill) changes or losses of data
through the Internet In order to protect Clients data, ADP may suspend
Clients, or any of Its authorized users' use of the TLM Products via the
Internet Immediately, without notice, pending an investigation, If any
breach of security is suspected.
B. Web Hostina Services.
ADP shall:
I. Provide the hosting environment Including the hardware and
software required to host the Site (the "System") and the operation
and required maintenance of such System. Client acknowledges
that the System may be used to provide similar services to other
clients and that Client acquires no rights therein.
it. Deploy the TLM Products licensed by the Client at a Uniform
Resource Locator (URL) to be selected, registered and owned by
ADP.
Ill. In the event that ADP discovers and/or Client reports to ADP
through its support line that the System is experiencing an outage
or that the TLM Products are experiencing operational issues, work
diligently to resolve such issues as soon as possible, giving priority
to outages and significant operational issues.
iv. Use commercially reasonable efforts to make the System available
at least 99.5% of the time, for the hours of availability specified in
Section 9 B (v) ("Hours of Availability'l, except for scheduled
maintenance and any loss or Interruption of the System due to
causes beyond the control of ADP or which are not reasonably
foreseeable by ADP, including, but not limited to, interruption or
failure of telecommunication or digital transmission links, internet
slow downs or failures or unauthorized intrusions. In order to
perform required System maintenance, the System will not be
available (a) for hours excluded from the Hours of Availability and
(b) upon notice to the Client, for one 6-hour period on an occasional
weekend as required by any infrastructure change. ADP Customer
Support will notify the Client of unscheduled System downtime as
soon as practicable. If the System experiences unscheduled
downtime, ADP will work diligently to correct the problem until it is
resolved and the System is made available.
v. ADP shall be responsible for establishing and maintaining a secure
environment for the Site and the System, which shall indude
physical security, logical security (including firewalls, encryption and
password access control), and intrusion detection. Hours of
Availability for any hosted products are as follows:
Product Hours of Availability
Enterprise eTIME 3:00am — 1:00am Monday through Saturday Eastern
Time;
4:00am - 1:00am Sunday Eastern Time,
excluding ADP Holidays and on the second and fourth
Wednesdays of each month from 11:00 PM through
5:00 AM Eastern Time
ezLaborManager 24X7 except Sunday 12am to 6am Eastern Time
Hosted eTIME 1:00am to 11:00pm, Central Time, through Sunday
eTIMEphone 1:00am to 11:00pm, Central time, Monday through
Sunday
10. Warranty.
A. ADP represents and warrants to Client that the Equipment shall be free
from defects in material and workmanship at the Warranty
Commencement Date (as defined in Section 6) thereof and for 90 days
thereafter.
B. EXCEPT AS SPECIFICALLY PROVIDED, THE EQUIPMENT IS PROVIDED
"AS IS" AND NEITHER ADP NOR ITS LICENSORS MAKE ANY
WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT
NOT LIMITED TO, ANY IMPLIED WARRANTIES OR MERCHANTABILITY
OR FITNESS FOR A PARTICULAR PURPOSE.
11. Confidentiality
All Confidential Information disclosed hereunder will remain the exclusive
and confidential property of the disclosing party. The receiving party will
not disclose the Confidential Information of the disclosing party and will
use at least the same degree of care, discretion and diligence in
protecting the Confidential Information of the disclosing party as it uses
with respect to its own confidential Information. The receiving party will
limit access to Confidential Information to Its employees and authorized
representatives with a need to know and will instruct them to keep such
information confidential.
Notwithstanding the foregoing, the receiving party may disclose
Confidential Information of the disclosing party (a) to the extent
necessary to provide the services covered by this Agreement, provided
that any disclosure to a third party is made in confidence if such
disclosure was not requested by the disclosing party, (b) to the extent
necessary to comply with any law, rule, regulation or ruling applicable to
It, (c) as appropriate to respond to any summons or subpoena or in
connection with any litigation, (d) relating to a specific employee, to the
extent such employee has consented to Its release, (e) to any affiliate of
the disclosing party covered by this Agreement and (f) to the extent
necessary to enforce its rights under this Agreement Upon the request of
the disclosing parry, the receiving party will return or destroy all
t0
Page.B of 7
EXHIBIT 1
EZLABORMANAGER SOFTWARE LICENSE
ADP grants to Client a non-exclusive, non -transferable license to access and use
the ezLaborManager software associated with the Equipment. Client receives no
rights to ezLaborManager or software contained therein (the "Web Product'l or
any intellectual property of ADP or its licensors, except as expressly stated herein.
ADP may terminate this license by written notice to Client upon any breach of this
Agreement by Client. This license is subject to all the terms of any accompanying
Agreement (Including the terms and conditions for the TLM Products to which this
license is an Exhibit) and the terms set forth below:
A. Client agrees to access and use the Web Product only in support of Client's own
business. Client may not relicense or sublicense the Web Product to, or otherwise
permit access to or use of the Web Product or any Included software (including
timesharing or networking use) by, any third party other than Its employees or
temporary employees. Client may not provide service bureau or other data
processing services that make use of the Web Product without the express written
consent of ADP. Client may use the computer programs included in the Web
Product (the "Programs") in object code form only, and shall not reverse compile,
disassemble or otherwise convert the Programs into uncompleted or unassembled
code. Client may not sell, assign, convey, or otherwise transfer its rights to access
or use the Web Product or any Program to any third party without the advance
written consent of ADP. Use of the Web Product is limited to Client's receiving ADP
ezLaborManager time and attendance services and this license terminates
automatically when Client stops receiving ADP's ezLaborManager time and
attendance services
B. Client shall be solely responsible for compliance with any laws, rules or
regulations governing the export of the Web Product outside the U.S. or access
thereto outside the U.S. The assurances in the preceding sentence shall survive
the termination of the license and rights of access contained herein.
C. U.S. Government Restricted Rights. The Web Product and written materials
accompanying the Web Product are "commercial computer software" or
"commercial computer software documentation." Absent a written agreement to
the contrary, the Government's rights with respect to such Web Product or
materials are limited by the terms of this Agreement, pursuant to FAR'12.212(a)
and/or DFARS' 227.7202-1(a), as applicable.
D. ADP will defend Client in any suit or cause of action alleging that the Web
Product (excluding any client data or third parry software), as provided by ADP
and used in accordance with the terms of this Agreement, infringes upon any
United States copyright, trade secret, or other proprietary right of a third party.
ADP will pay damages assessed, including reasonable attorneys' fees, against
Client in any such suit or cause of action, provided that; (1) ADP is promptly
notified in writing of such suit or cause of action, (ii) ADP controls any
negotiations or defense and Client assists ADP as reasonably required by ADP, and
(iii) Client takes all reasonable steps to mitigate any potential damages that may
result. If the Web Product is held or believed to infringe on any third parry's
Intellectual property rights, ADP may, in its sole discretion, (a) modify the Web
Product to be non -infringing, (b) obtain for Client a license to continue using such
Web Product, or (c) if neither (a) nor (b) are practicable, terminate this
Agreement and return to Client any unearned fees paid by Client to ADP in
advance for the Web Product. The foregoing Infringement indemnity will not
apply and ADP will not be liable for any damages assessed in any suit or cause of
action resulting from any data input into the Web Product by or on behalf of
Client. Client will defend ADP against, and pay damages assessed in, any suit or
cause of action alleging that the Web Product infringes upon any United States
copyright, trade secret, or other proprietary right of a third party, to the extent
that any such suit or cause of action results from data input into the Web Product
by or on behalf of Client. This Paragraph E states ADP's entire liability and Client's
exclusive remedies for infringement of intellectual property rights of any kind.
E. EXCEPT AS PROVIDED ELSEWHERE IN THIS AGREEMENT, ACCESS TO THE
WEB PRODUCT, AS PROVIDED ABOVE, INCLUDING ANY APPLICABLE
DOCUMENTATION, IS PROVIDED "AS IS" AND NO WARRANTY OF ANY KIND,
INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE, IS MADE BY OR AUTHORIZED TO BE
MADE ON BEHALF OF ADP, OR THE THIRD PARTIES FROM WHOM ADP HAS
OBTAINED THE RIGHT TO USE AND LICENSE THE WEB PRODUCT AND
INCLUDED SOFTWARE AND/OR ANY ACCESS THERETO.
F. No Liability for Consequential Damages.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL
ADP, OR THE THIRD PARTIES FROM WHOM ADP HAS OBTAINED THE RIGHT TO
USE AND LICENSE THE WEB PRODUCT, BE LIABLE FOR ANY SPECIAL, INDIRECT,
INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES WHATSOEVER
(INCLUDING WITHOUT LIMITATION, LOSS OF BUSINESS PROFITS), ARISING
OUT OF THE USE OR INABILITY TO USE THE WEB PRODUCT, WHETHER
CLAIMED UNDER THIS LICENSE OR OTHERWISE EVEN IF ADP OR SUCH THIRD
PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Page 7 of 7