ADP Inc 4111
MAJOR ACCOUNTS AGREEMENT
2001
This Major Accounts Agreement ("Agreement")dated UST isand between0 -�
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tri OF RAAM10 PALOS NEACEfiwith offices at 3°,1140 1.iAmtt vizv -1 ,8 i'J PA-LDS .c ("Client")and
ADP,Inc.with its principal office at One ADP Boulevard,Roseland,New Jersey 07068("ADP")for the procurement of
Services(as defined in Section lA below)from ADP in accordance with this Agreement. All references herein to"Client"shall
refer to Client and its affiliates that are receiving the Services and ADP Products pursuant hereto. For purposes of this
Agreement"affiliate"shall mean with respect to any individual,corporation or partnership or any other entity or organization(a
"person"),any person that directly or indirectly controls,is controlled by or is under common control with such person in
question. For purposes of this definition,"control"as used with respect to any person,means the possession,directly or
indirectly,of the power to direct or cause the direction of the management and policies of such person,whether through
ownership of voting securities or by contract or otherwise.
1.GENERAL TERMS
A. Services. ADP shall provide payroll,tax filing,benefits administration and other data processing services,including
related web hosting services(the"Services"),equipment,computer programs,software(other than pre-packaged third-party
software), and documentation ("ADP Products) all as further detailed in the description of services found at
www.productdescription.inajoraccounts.adp.com. If Client is receiving any of the Services that require ADP,as part of such
Services, to impound funds from Client's bank account to pay Client's third party payment obligations (e.g., Tax Filing
Services, WGPS, TotalPay Card, FSDD Services and/or ADPCheck Services) ("Payment 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.
B. 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 and Client agrees that it will promptly notify ADP of any discrepancies
(but in any case before distributing any paychecks or relying on any such disbursement records or reports). To help prevent
employee fraud,ADP recommends that Client have someone other than its designated payroll contact review its disbursement
reports;a prompt and thorough review allows Client to spot and correct errors and inconsistencies.
C. Protection of Client Files. ADP will employ commercially reasonable storage (including backup, archive and
redundant data storage,on-site and off-site)and reasonable precautions to prevent the loss of or alteration to Client's data files
and/or Client Content(as defined in Section 1.I.)in ADP's possession,but ADP does not undertake to guarantee against any
such loss or alteration. 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(including maintaining printouts or
electronic copies of Client Content(as defined below)input into any ADP Internet Services(as defined in Section 1.1)).
D. Use of ADP Products and Services. Client shall use the ADP Products and Services only for the internal business
purposes of Client.Client shall not provide,directly or indirectly,any of the ADP Products or Services or any portion thereof
to any party other than the Client. Client shall not provide service bureau or other data processing services that make use of
the ADP Products or Services or any part thereof without the express written consent of ADP. Client represents that it has
verified the identity of each of its employees to whom it will make payments using ADP Products or Services through
appropriate documentation provided by such employee(e.g.,1-9 documentation). Client shall be responsible for ensuring that
its employees,plan participants and any other persons authorized by Client to access or use the Services comply with all the
terms of this Agreement.
E. Compliance with Laws. Client acknowledges that the ADP Products and Services are designed to assist Client in
complying with applicable laws and governmental regulations,but that Client,and not ADP,shall be solely responsible for(i)
compliance with all laws and governmental regulations affecting its business,and(ii)any use Client may make of the ADP
Products and/or Services(including any reports and worksheets produced in connection therewith)to assist it in complying
with such laws and governmental regulations Client will not rely solely on its use of the ADP Products and/or Services in
complying with any laws and governmental regulations (including but not limited to any applicable OFAC screening
requirement. Each party will be responsible for complying with all requirements of applicable law or regulation that(i)affect
its business generally or(ii)regarding security breaches and suspected security breaches involving personal information that is
stored on the computer systems of such party or its subcontractors. .Payment Services are subject to the operating rules of the
National Automated Clearing House Association("NACHA"). ADP and Client each agree to comply with the NACHA rules
applicable to it with respect to Payment Services.
F. License Rights. The right to use the ADP Products is granted to Client for the sole purpose of utilizing the Services as
provided herein Any license or right to access the ADP Products shall automatically terminate upon ADP ceasing to provide
Client with related Services;provided,however,that Client shall be entitled to retain any time collection equipment that has
been purchased and paid for in full by Client.
G. Online Access. Certain ADP Products or Services may be accessed by Client and its authorized employees and plan
participants through the Internet at a website provided by ADP or on behalf of ADP,including those hosted by ADP on behalf
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of Client (a "Site) Client agrees to take commercially reasonable precautions to maintain the privacy of usernames and
passwords for any ADP Internet Services. In addition, Client acknowledges that security of transmissions over the Internet
cannot be guaranteed. ADP is not responsible for(i) Client's access to the Internet, (ii) interception or interruptions of
communications through the Internet, or(iii)changes or losses of data through the Internet, in each case other than to the
extent caused solely by ADP. In order to protect Client's data,ADP may suspend Client's or Client's employee(s)or plan
participant(s)use of the ADP Products or Services via the Internet immediately,without prior notice,pending an investigation,
if any breach of security is suspected.
H. Client Content. "Client Content"shall mean (i)payroll,benefits,human resources and similar information provided
by Client or its employees or plan participants, including transactional information, (ii) Client's trademarks, trade names,
service marks, logos and designs and(iii) any other information or materials provided by Client, regardless of form(e.g.,
images,graphics,text,etc.),to be included in any web-based ADP Product (collectively,"ADP Internet Services"),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 plan
participants. The following provisions shall apply with respect to Client Content: Client shall be solely responsible for
updating and maintaining the completeness and accuracy of all Client Content and for obtaining all required rights and licenses
to use and display all Client Content in connection with ADP Internet Services. Client and its employees and plan participants
shall not include or provide to ADP for inclusion in any ADP Internet Services 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 ADP Internet Services 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. Client acknowledges that,in making
ADP Internet Services available,ADP is not acting as an investment advisor,broker-dealer,insurance agent or intermediary or
a financial or benefit planner. ADP is not providing any benefits or information related thereto.
I. Links to Third Party Sites. The Site(s)may contain links to other Internet sites. Links to and from a Site to other third
party sites do not constitute an endorsement by ADP or any of its subsidiaries or affiliates of such third party sites or the
acceptance of responsibility for the content on such sites.
J. Transmission of Data. In the event that Client requests that ADP provide any Client Content or employee or plan
participant information to any third party or to any non-U.S.Client location,Client represents that it has acquired any consents
or provided any notices required to transfer such content or information and that such transfer does not violate any applicable
international,federal,state or local laws and/or regulations.
2. FEES,TAXES&PAYMENTS
A. Fees.Client shall pay ADP for the ADP Products and 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 ADP Products and
Services added by Client after the datethereof at ADP's then prevailing prices for such ADP Products and Services.ADP may
increase prices for the ADP Products and Services 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. Client will pay all invoices
in full within 30 thirty days of invoice date. Client shall reimburse ADP for any expenses incurred, including interest and
reasonable attorney fees,in collecting amounts due ADP hereunder that are not under good faith dispute by Client.
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, ALL
EQUIPMENT PROVIDED BY ADP OR ITS SUPPLIERS IS PROVIDED "AS IS" AND ADP AND ITS LICENSORS
EXPRESSLY DISCLAIM ANY WARRANTY, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT
LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE, NON-INTERRUPTION OF USE, AND FREEDOM FROM PROGRAM ERRORS, VIRUSES OR ANY
OTHER MALICIOUS CODE WITH RESPECT TO THE SERVICES, THE ADP PRODUCTS, ANY CUSTOM
PROGRAMS CREATED BY ADP OR ANY THIRD-PARTY SOFTWARE DELIVERED BY ADP. ADP AND ITS
LICENSORS FURTHER DISCLAIM ANY WARRANTY THAT THE RESULTS OBTAINED THROUGH THE USE OF
THE SERVICES,THE ADP PRODUCTS,ANY CUSTOM PROGRAMS CREATED BY ADP OR ANY THIRD-PARTY
SOFTWARE DELIVERED BY ADP WILL MEET CLIENT'S NEEDS.
4.INTELLECTUAL PROPERTY
A. Ownership and Proprietary Rights.All ADP Products licensed to Client hereunder are the licensed and/or owned property
of and embody the proprietary trade secret technology of ADP and/or its licensor(s) and are protected by copyright laws,
international copyright treaties,as well as other intellectual property laws,that among other things,prohibit the unauthorized
use and copying of any ADP Products. Client receives no rights to any ADP Products or any intellectual property of ADP or
its licensors,except as expressly stated herein.
B. ADP Representation.ADP hereby represents and warrants that:(a)the ADP Products,as provided by ADP and used in
accordance with the terms of this agreement, do not infringe any United States patent, copyright, trademark,trade secret,
license or any other proprietary right of any third party and(b)ADP and/or ADP's licensors own all right,title and interest in
and to the ADP Products..
C. Use of Client's Authorized Marks. In the event that ADP makes available branding of any materials, Cards and/or
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websites associated with the ADP Products or Services and Client requests such branding,Client grants to ADP,to the card
issuers and any third party service providers designated by ADP(collectively,"Authorized Users")the right to display Client's
trademarks,trade names,service marks,logos and designs designated by Client(the"Authorized Marks"),subject to Client's
right to review and approve the copy prior to the use of such Authorized Marks. This authorization shall cover the terns of this
Agreement and, if Client is receiving TotalPay Card Services,any period of ongoing use of the Cards by employees after
termination of this Agreement.
5.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
affiliates, 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 comply with any law,rule,regulation or ruling applicable to it,(b)as appropriate and with prior
notice where practicable,to respond to any summons or subpoena or in connection with any litigation and(c), relating to a
specific employee,to the extent such employee has consented to its release. Upon the request of the disclosing party,the
receiving party will return or destroy all Confidential Information of the disclosing party that is in its possession.
Notwithstanding the foregoing,ADP may retain information for regulatory purposes or in back-up files,provided that ADP's
confidentiality obligations hereunder continue to apply. For purposes of this Section,"Confidential Information"shall mean:
all information of a confidential or proprietary nature provided by the disclosing party to the receiving party for use in
connection with ADP Products or Services,or both,but does not include(i)information that is already known by the receiving
party,(ii)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 party from a source other than the
disclosing party on a non-confidential basis.
6.LIMITATION OF LIABILITY
A. ADP Responsibility. ADP shall correct any Client report, data or tax agency filings, as the case may be, produced
incorrectly as a result of an ADP error, at no charge to Client. Additionally, ADP shall reimburse Client for (i) actual
damages incurred by Client as a direct result of the criminal or fraudulent acts or willful misconduct of ADP or any of its
employees,(ii)any penalty imposed against Client as a result of an error or omission made by ADP in performing the Tax
Filing Services or(iii)any interest assessed against Client as a result of ADP holding Client tax funds past the applicable due
date due as a result of an error or omission made by ADP in performing the Tax Filing Services.
B. Limit on Monetary Damages.Notwithstanding anything to the contrary contained in this Agreement(other than any direct
damages incurred by Client as a result of ADP's breach of Section 4.B. above), ADP's aggregate liability under this
Agreement during any calendar year 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 ADP Products or Services,will be limited to the lesser of
(i)the amount of actual damages incurred by Client or(ii)the average monthly charges for three months for the affected ADP
Products or 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 fees owed by Client.
C. No Consequential Damages. NEITHER ADP NOR CLIENT WILL BE RESPONSIBLE FOR SPECIAL, INDIRECT,
INCIDENTAL, CONSEQUENTIAL OR OTHER SIMILAR DAMAGES (INCLUDING, WITHOUT LIMITATION,ANY
LOST PROFITS OR DAMAGES FOR BUSINESS INTERRUPTION OR,LOSS OF INFORMATION)THAT THE OTHER
PARTY MAY INCUR OR EXPERIENCE IN CONNECTION WITH THIS AGREEMENT OR THE SERVICES OR ADP
PRODUCTS,HOWEVER CAUSED AND UNDER WHATEVER THEORY OF LIABILITY,EVEN IF SUCH PARTY HAS
BEEN ADVISED OF THE POSSIBLITY OF SUCH DAMAGES.
7.TERM AND TERMINATION;DEFAULT BY CLIENT;REMEDIES UPON DEFAULT
A. Termination/Suspension. Either ADP or Client may terminate this Agreement without cause upon at least 90 or 30 days,
respectively,prior written notice. Either Party may also suspend performance and/or terminate this Agreement immediately
upon written notice at any time if:(i)the other Party is in material breach of any material warranty,term,condition or covenant
of this Agreement and fails to cure that breach within thirty(30)days after written notice thereof;(ii)the other party ceases
business operations;or(iii)the other Party becomes insolvent,generally stops paying its debts as they become due or seeks
protection under any bankruptcy,receivership,trust deed,creditors arrangement,composition or comparable proceeding,or if
any such proceeding is instituted against the other(and not dismissed within 90 days after commencement of one of the
foregoing events).. ADP may also suspend performance and/or terminate this Agreement as set forth above in the event of any
wrongful or unauthorized use of or access to the ADP Products or any other systems of ADP used in the performance of its
obligations under this Agreement by Client,anyend user or any other,third party, Additionally,Payment Services may be
immediately suspended or terminated by ADP without prior notice if (i)ADP has not received timely funds from Client as
required by Section 1B above;(ii) a bank notifies ADP that it is no longer willing to originate debits from Client's account(s)
and/or credits for Client's behalf for any reason, (iii) the authorization to debit Client's account is terminated or ADP
reasonably believes that there is or has been fraudulent activity on the account,(iv)ADP reasonably determines that Client no
longer meets ADP's credit/financial eligibility requirements for such Services or(v)Client has any material adverse change in
its financial condition.
B. Post-Termination. If use of any ADP Products or Services are or may be terminated by ADP pursuant to Sections S.A.
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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 ADP Products or Services are terminated,Client will immediately;(i)become
solely responsible for all of its third-party payment obligations covered by such ADP Products or 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 ADP Products or Services.
8.FUNDING Client shall be liable for debits properly initiated by ADP hereunder.Client unconditionally promises to pay to
ADP the amount of any unfunded payroll file (including any debit that is returned to ADP because of insufficient or
uncollected funds or for any other reason),upon demand and interest thereon at pay interest at the rate of 1.5%per month(or
the maximum allowed by law if less). Also,if any debit to an employee or other 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 3.A.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 or payees. Client agrees to cooperate with ADP and any other parties involved in processing any transactions
hereunder to recover funds credited to any employee as a result of an error made by ADP or another party processing a
transaction on behalf of ADP.
9. MISCELLANEOUS
A. Assignment.Neither party may assign its rights or obligations under this Agreement without the prior written consent of the
other party.
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 and supersedes and
overrides all prior agreements on the same subject matter,and shall govern all disclosures and exchanges of Confidential Information
made by the parties previously hereto...This Agreement shall not be modified except by a writing signed by ADP and Client.
C. Third-Party Beneficiaries.With respect to the Services and ADP Products,ADP suppliers,vendors and referral partners may
enforce the same disclaimers and limitations against Client as ADP may under Sections 4 and 7 of this Agreement. Other than
ADP suppliers,vendors,and referral partners who are intended third party beneficiaries with respect to Sections 3and 7 of this
Agreement,nothing in this Agreement creates,or will be deemed to create,third party beneficiaries of or under this Agreement.
ADP has no obligation to any third party(including client's employees and/or any taxing authority)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,utility or communication failures,
or other cause beyond the party's reasonable control. Both parties will use reasonable efforts to mitigate the effect of a force
majeure event.
E. Non-Hire. During the term of this Agreement and for the twelve months thereafter,neither Client nor the ADP regions
providing the Services,shall knowingly solicit or hire for employment or as a consultant,any employee or former employee of
the other party who has been actively involved in the subject matter of this Agreement.
F. Waiver. The failure of either party at any time to enforce any right or remedy available to it under this Agreement with
respect to any breach or failure by the other party shall not be construed to be a waiver of such right or remedy with respect to
any other breach or failure by the other party.
G. Severability. If any of the provisions of this Agreement shall be invalid or unenforceable,such invalidity or unenforceability
shall not invalidate or render unenforceable the entire Agreement,but rather the entire Agreement shall be construed as if not
containing the particular invalid or unenforceable provision or provisions,and the rights and obligations of Client and ADP shall
be construed and enforced accordingly.
H. Relationship of the Parties. The parties hereto expressly understand and agree that each party is an independent contractor in
the performance of each and every part of this Agreement,is solely responsible for all of its employees and agents and its labor
costs and expenses arising in connection therewith.
L Governing Law. This Agreement is governed by the laws of the State of New York without giving effect to its conflict of law
provisions.
J. Conflicts Clause. In the event of a conflict between the terms of this Agreement and any additional terms,the terms of this
Agreement shall control.
K. Regulatory Notice, No state or federal agency monitors or assumes any responsibility for the financial solvency of third-party
tax filers.
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L. Use of A 1 ents. AD' may'esignate any agent or subcontractor to perform such tasks and functions to complete any services
covered : this A ment. However,nothing in the preceding sentence shall relieve ADP from responsibility for
perfo is i . its duti,s under the t, ., o this Agreement.
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PRODUCT SCHEDULE
To the extent that Client receives any of the following ADP Products or Services,the specified provisions relating to such ADP
Products or Services received by Client shall apply.
FULL SERVICE DIRECT DEPOSIT: Prior to the first credit to the account of any employee or other individual(a"Payee"),
Client shall obtain and retain a signed authorization from such Payee authorizing the initiation of credits to such Payee's
account and debits of such account to recover funds credited to such account in error.
ADPCHECKrM: Client agrees not to distribute any ADPChecks to Payees prior to 4:00 PM local time on the banking day
immediately before pay date. If Client desires to stop payment on any ADPCheck,Client shall provide ADP with a stop payment
request in a 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 that represents
funds to which the applicable Payee is rightfully entitled. Client agrees to indemnify,defend and hold harmless ADP and its
affiliates and their successors and assigns from and against any liability whatsoever for stopping payment on any ADPCheck
requested by Client and from and against all actions,suits,losses,claims,damages,charges,and expenses of every nature and
character,including attorneys fees,in any claims or suits arising by reason of stopping payment on said check,including claims
made by a"holder in due course"of such check.
TIME 4tND LABOR MANAGEMENT(INCLUDING EZLABORMANAGERL,ENTERPRISE eTIME AND ETIME!)
A. Client shall provide and install all power, wiring and cabling required for the installation of any data or time collection
devices(e.g.,HandPunch,Timeclock)(the"Timeclock Equipment")Client shall also pay an installation and set-up fee for each
unit of Timeclock Equipment if such equipment is installed on Client's premises by ADP.
B. Client shall not make any alterations or attach any device not provided by ADP to the Timeclock Equipment. Title to the
Timectock Equipment shall at all times remain in ADP unless Client has chosen the purchase option and has paid ADP in full the
purchase price. Except if so purchased and paid for by Client, the Timeclock Equipment is and at all times shall remain, a
separate item of personal property notwithstanding its attachment to other Timeclock Equipment or real property and Client shall
not remove the Timeclock Equipment from the site of original installation without ADP's prior consent.
C. Upon termination or cancellation of this Agreement,Client shall,at its expense,return the Timeclock Equipment to ADP in
accordance with ADP's instructions. The Timeclock Equipment shall be returned in as good condition as received by Client,
normal wear and tear excepted.In the event the Timeclock Equipment is not returned within 90 days,Client agrees to purchase it
at the prevailing manufacturer's suggested retail price. If timely payment for the Timeclock Equipment is not made by Client,
ADP shall have the right to take immediate possession of such equipment. The terms of this Section C.shall not apply if prior to
the time of such termination or cancellation Client has already purchased and paid for the Timeclock Equipment in full.
D. ADP warrants to Client that the Timeclock Equipment shall be free from defects in material and workmanship at the date
such Timeclock Equipment is shipped and for 90 days thereafter. ADP's sole obligation in case of any breach of any warranty
contained herein shall be to repair or replace,at ADP's option,any defective items. The foregoing is the extent of ADP's liability
with respect to all claims related to Timeclock Equipment,including without limitation,contract and negligence claims and shall
constitute Client's sole remedy.
E. Maintenance services for the Timeclock Equipment (set forth below in Section F.) apply automatically to Timeclock
Equipment obtained under the subscription option(and any charges therefore are already included in the monthly time and labor
management subscription fees). The costs for maintenance services for Timeclock Equipment under the purchase option are not
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included in the purchase price for such equipment; 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 terminates)maintenance services
hereunder by executing a waiver of maintenance services,any such services provided by ADP at Client's request will be subject
to ADP's then current charges for such services.) No Timeclock Equipment maintenance is done at the Client site. Client shall
bear all delivery/shipping costs and all risk of loss during shipment/delivery of Timeclock Equipment relating to maintenance
services.
F. ADP will maintain the Timeclock Equipment to be free from defects in material and workmanship as follows:(i)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 Timeclock Equipment has been properly installed and maintained by Client
and provided that such equipment has been used in accordance with any documentation or Additional Terms(as defined in the
Agreement to which this Product Schedule applies) provided by ADP or its designee and has not been subject to abuse or
tampering.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 Timeclock Equipment 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 Timeclock Equipment in question 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 Timeclock
Equipment;and d) Malfunctions resulting from use of badges or supplies not approved by ADP.
G. In order to keep the products current,ADP may from time to time perform maintenance fixes and other upgrades to the TLM
products Client is then receiving. ADP will perform these upgrades on Client's behalf for all hosted products.For non-hosted
products,Client will be required to install the upgrade provided by ADP in accordance with the written notice provided to Client.
H. The TLM Products are hosted by ADP in the United States.Client is responsible for complying with all applicable data
protection laws and represents that they have obtained any employee consents necessary (or otherwise have complied with
applicable law)to transmit the information to ADP in the United States or otherwise make the ADP TLM Products available to
its employees outside the United States.The TLM Products may not be used or accessed in any way that violates any applicable
international,federal,state or local laws and/or regulations
ADP HR/BENEFITS SOLUTION
A. Client shall promptly deliver to ADP the Client Content(as defined in Section 1.I.of the Agreement to which this Product
Schedule applies)required by ADP to perform initial setup services ( the"HR/Benefits Application"). Such information and
materials shall be in an electronic file format specified by ADP.
B. C sent shall begin paying the per employee fees for the ADP HR/Benefits Application on the earlier of the date that Client
• 41.y;• to use such application in a production environment OR 90 days from the date of the signature of this Agreement.
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C. After completion of initial setup services,ADP will make any subsequent changes to the configuration of the Client Content
at Client's request,in HR/Benefits Application at ADP's then current benefits maintenance fees.
D. Upon completion of any setup services or services referenced in Section B.above,Client shall review the Client Content
included in the HR/Benefits Application by ADP. ADP shall have no liability to Client for any errors or inaccuracies in Client
Content included in HR/Benefits Application by ADP that has been reviewed by Client.
E. If Client elects the ADP carrier connection service,ADP,or its authorized agent(s),will electronically transmit employee
data,including employee benefits enrollment data,to Client's carriers or other third parties authorized by Client,and Client
authorizes ADP and its authorized agent(s),to provide such transmission on Client's behalf. In addition:(i)Commencement of
the carrier connection service is subject to completion by Client of setup of the configuration of the Client Content and the format
of such transmission to the designated carriers.The terms for setup services and subsequent setup services set forth in Sections A.
and B.above will apply to setup for the carrier connection service.(ii)ADP's ability to transmit Client's employee benefits
enrollment data is subject to the provision by the designated carriers of a current functional interface between HR/Benefits
Application and the designated carriers'systems. ADP will not be obligated to transmit Client's data to the designated carriers if
at any time Client's designated carriers fail to provide the proper interface as described above. If Client requires the development
of any special interfaces in order to transmit such data to the designated carriers,all work performed by ADP to create such
interfaces will be at ADP's then current fees for such services.(iii)Client is responsible for promptly reviewing all records of
carrier transmissions and other reports prepared by ADP for validity and accuracy according to Client's records,and Client will
notify ADP of any discrepancies promptly after receipt thereof. In the event of an error or omission in the carrier connection
services caused by ADP,ADP will correct such error or omission,provided that Client promptly advises ADP of such error or
omission.
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ADP HR/BENEFITS SOLUTION ADDENDUM
TO
MAJOR ACCOUNT SERVICE AGREEMENT
The following additional terms and conditions shall apply to the ADP HR/Benefits Solution service. This
Addendum supplements the terms and conditions of the ADP Major Accounts Agreement between the
undersigned("Client")and ADP, Inc.("ADP").
ADP HR/BENEFITS SOLUTION
A. Client shall promptly deliver to ADP the Client Content as defined in Section F. below required by
ADP to perform initial setup services for the ADP HR/Benefits Solution application. Such
information and materials shall be in an electronic file format specified by ADP.
B. Client shall begin paying the per employee fees for the ADP HR/:-nefits Solution application on
the earlier of the date that Client first begins to use such appli in a production environment
OR 90 days from the date of the signature of this Agreement. / _ aient Initial Here)
C. After completion of initial setup services, ADP will make any subsequent changes to the
configuration of the Client Content at Client's request, in HR/Benefits Application at ADP's then
current benefits maintenance fees.
D. Upon completion of any setup services or services referenced in Section B. above, Client shall
review the Client Content included in the HR/Benefits Application by ADP. ADP shall have no
liability to Client for any errors or inaccuracies in Client Content included in HR/Benefits
Application by ADP that has been reviewed by Client.
E. If Client elects the ADP carrier connection service, ADP, or its authorized agent(s), will
electronically transmit employee data, including employee benefits enrollment data, to Client's
carriers or other third parties authorized by Client, and Client authorizes ADP and its authorized
agent(s), to provide such transmission on Client's behalf. In addition: (i) Commencement of the
carrier connection service is subject to completion by Client of setup of the configuration of the
Client Content and the format of such transmission to the designated carriers.The terms for setup
services and subsequent setup services set forth in Sections A. and B. above will apply to setup
for the carrier connection service. (ii) ADP's ability to transmit Client's employee benefits
enrollment data is subject to the provision by the designated carriers of a current functional
interface between HR/Benefits Application and the designated carriers'systems. ADP will not be
obligated to transmit Client's data to the designated carriers if at any time Client's designated
carriers fail to provide the proper interface as described above. If Client requires the development
of any special interfaces in order to transmit such data to the designated carriers, all work
performed by ADP to create such interfaces will be at ADP's then current fees for such services.
(iii) Client is responsible for promptly reviewing all records of carrier transmissions and other
reports prepared by ADP for validity and accuracy according to Client's records, and Client will
notify ADP of any discrepancies promptly after receipt thereof. In the event of an error or omission
in the carrier connection services caused by ADP, ADP will correct such error or omission,
provided that Client promptly advises ADP of such error or omission.
F. "Client Content" shall mean (i) payroll, benefits, human resources and similar information
provided by Client or its employees or plan participants, including transactional information, (ii)
Client's trademarks,trade names, service marks, logos and designs and (iii)any other information
or materials provided by Client, regardless of form (e.g., images, graphics, text, etc.), to be
included in ADP HR/Benefits Solution or any other web-based ADP Product (collectively, "ADP
Internet Services"), 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 plan participants. The following provisions
shall apply with respect to Client Content:
HRB Addendum Version 6
Rev.01/10/08
Page 1 of 2
i. Client shall be solely responsible for updating and maintaining the completeness and
accuracy of all Client Content.
ii. Client shall be responsible for obtaining all required rights and licenses to use and display
all Client Content in connection with ADP Internet Services. Client hereby grants to ADP
for formatting purposes only 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 ADP Products or perform
the Services covered under this Agreement.
iii. Client and its employees and plan participants shall not include or provide to ADP for
inclusion in any ADP Internet Services 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 ADP
Internet Services 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.
iv. Client acknowledges that, in making ADP Internet Services available, ADP is not acting
as an investment advisor, broker-dealer, insurance agent or intermediary or a financial or
benefit planner. ADP is not providing any benefits or information related thereto.
G. The Site(s) may contain links to other Internet sites. Links to and from a Site to other third party
sites do not constitute an endorsement by ADP or any of its subsidiaries.or affiliates of such third
party sites or the acceptance of responsibility for the content on such sites.
H. In the event that Client requests that ADP provide any Client Content or employee or plan
participant information to any third party or to any non-U.S. Client location, Client represents that it
has acquired any consents or provided any notices required to transfer such content or
information and that such transfer does not violate any applicable international, federal, state or
local laws and/or regulations.
ALL MATTERS COVERED IN THIS ADDENDUM, INCLUDING CLIENT'S USE OF THE APPLICATION,
SYSTEM, SITE AND ADP'S PROVISIONS OF HR/BENEFITS SOLUTION ARE SUBJECT TO THE
ADDITIONAL TERMS AND CONDITIONS SET FORTH IN CLIENTS MAJOR ACCOUNTS
AGREEMENT WITH ADP. IN THE EVENT OF CONFLICT BETWEEN THE TERMS AND CONDITIONS
OF THIS ADDENDUM AND THE MAJOR ACCOUNTS AGREEMENT, THE TERMS AND CONDITIONS
OF THIS ADDENDUM SHALL CONTROL. ALL OTHER TERMS AND CONDITIONS OF THE CLIENTS
MAJOR ACCOUNTS AGREEMENT SHALL REMAIN IN FULL FORCE AND EFFECT. The terms
defined in the Major Accounts Agreement and used in this Addendum shall have the same respective
meanings as set forth in the Major Accounts Agreement, unless clearly otherwise defined in this
Addendum.
IN WITNESS WHEREOF,this Addendum to the Major Accounts Agreement is hereby executed by an
authorized representative of each party hereto as of the date first above written.
ADP AND CLIENT ACKNOWLEDGE AND AGREE TO THE FOREGOING.EACH PARTY
REPRESENTS THAT IT IS DULY AUTHORIZED TO EXECUTE THIS ADDENDUM.
ADP, '� Client
By: JT7Ifl't OBy: CP,CUA66.p/C_Oldt_r
Nam. LIYIPP110 kW' Name: CAPDLAJ 1--CA4 R
Title: ,/ --*/0i-‘
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Date: g-17-OF Date: r
HRB Addendum Version 6
Rev.01/10/08
Page 2 of 2
41)
MAJOR ACCOUNT SERVICES COBRA/HIPAA,FSA AND COMMUTER BENEFITS SERVICE AGREEMENT
MI
AGREEMENT dated U�i) T 7 `0 C'0 g between till VP &L4 O {PQ1,OS� en and ADP,Inc. ("ADP"),
each with offices at the respective address set forth on the attached Sales Order Form.
1. SERVICES
A) Client(on behalf of the named plan administrator(s)("Plan Administrator(s)")of the Plan(s)(as defined below))hereby retains ADP to provide,
and ADP hereby agrees to provide such of the following services to the extent indicated on the Sales Order Form(the"Services"): (i)the
nondiscretionary,ministerial recordkeeping and notification("COBRA/HIPAA")services described in detail in the ADP COBRA Client Guide,
with respect to the Client's group health plans identified by Client on ADP's Health Plan Information Forms (the"Plan(s)") (ii)Flexible
Spending Account("FSA")administrative services with respect to the Client's plans as governed by the relevant provisions of the Internal
Revenue Code(the"Plan(s)")and/or(iii)Commuter Benefits administrative services"("CB')with respect to the Client's plans as governed by
the relevant provisions of the Internal Revenue Code(the"Plan(s)").
B) With respect to any Services elected by Client involving COBRA/HIPAA,Client will be granted access to ADP's COBRA Client Guide(the
"Guide")via www.BeneDirectadp.com.Client understands that the Guide may be amended from time to time by ADP and such amendments
will be posted at www.BeneDirectadp.com.Client will be deemed to have accepted and approved the Guide and each amendment to the Guide
and to have directed ADP to implement the changes set forth therein if Client does not promptly notify ADP in writing that it objects to such
changes.
C) With respect to Services involving FSA and/or Commuter Benefits,Client will make available to ADP sufficient good and available funds
within the deadline established by ADP via direct debit of funds to cover all payment obligations to Plan participants.
D) Client understands that as a condition to ADP providing any Services involving COBRA/HIPAA,Client and the Plan Administrators)of the
Plan(s)must perform their responsibilities and provide the information required of them as set forth in the Guide and any amendments thereto.
ADP reserves the right to request additional information from Client and/or the Plan Administrator(s)of the Plans(s)at any time.Prior to the
commencement of any Services,Client shall furnish to ADP all necessary information and data for each Plan,and shall continue to provide
ADP with such information and data that is necessary for the provision by ADP of the Services. ADP shall be entitled to rely on any
information provided by the Client and/or the Plan Administrator(s)of the Plan(s)as accurate,valid and complete.Client shall perform all
refinement,purification and reformatting of the Client data in order for the Services to be performed by ADP.ADP shall be compensated on a
time and expense basis at ADP's standard rates in effect at such time in the event ADP is required to perform any such refiinement,purification
or reformatting.Upon receipt from ADP,Client will promptly review all records,reports and documents produced by ADP for accuracy,
validity and conformity with Client's records. Client will promptly notify ADP of any error or omission discovered by Client or any
discrepancy between the information provided by ADP and Client's records and will not rely on any record,report or document containing any
such error,omission or discrepancy until such error,omission or discrepancy,as the case may be,has been corrected.In the event of an error in
ADP's records or any reports or statements prepared by ADP and caused by ADP,ADP shall correct such records,reports or statements,
provided that Client advises ADP of such error within 90 days of the receipt of such record,report or statement.
E) CLIENT ACKNOWLEDGES THAT THE PERFORMANCE OF SERVICES BY ADP IS NOT INTENDED TO MAKE ADP THE"PLAN
ADMINISTRATOR,""PLAN SPONSOR,"OR OTHER"FIDUCIARY"UNDER THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974,AS AMENDED("ERISA")OR OTHERWISE OF ANY PLAN AND CLIENT WILL NOT IDENTIFY OR REFER TO ADP
AS SUCH.ADP HAS NO DISCRETIONARY AUTHORITY OR DISCRETIONARY RESPONSIBILITY IN THE ADMINISTRATION OF
THE PLAN(S).The parties further acknowledge and agree that ADP will not be deemed to be providing legal or tax advice to Client as a result
of the ministerial duties undertaken by ADP as contemplated herein.
F) Client shall not use ADP's or its affiliates'names or marks without ADP's prior written consent.
0) Prior to the commencement of ADP's provision of Services,Client shall designate in writing to ADP the name or names of one or more persons
who shall serve as ADP's designated contact for the Services and as project manager for the implementation of the Services (the"Client
Contact").Client hereby represents and warrants to ADP that the Client Contact has,and shall at all times have,the requisite authority to(i)
transmit information,directions and instructions on behalf of Client,each Plan Administrator and,if applicable,each"fiduciary"(as defined in
Section 3(21) of ERISA) of each separate Plan and (ii) issue, execute, grant, or provide any approvals (other than amendments to this
Agreement),requests,notices,or other communications required or permitted under this Agreement or requested by ADP in connection with
the Services.
H) If the Services to be provided hereunder require the use by Client of communication lines to connect to ADP facilities, Client will be
responsible for such communication lines.Client will pay all installation,use,service and repair charges for the communication lines.ADP will
not be responsible for the reliability or availability of the communication lines used by Client to access the Services.
I) If Client requests additional services not specified in this Agreement,and ADP agrees to provide such services,(I)such services will be subject
to the applicable terms of this Agreement,and(II)unless otherwise agreed in writing,Client will pay ADP's then prevailing fees for any such
Services.
J) EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT,ADP EXPRESSLY DISCLAIMS ANY WARRANTY,EXPRESS OR
IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE, NON-INFRINGEMENT, NON-INTERRUPTION OF USE, AND FREEDOM FROM PROGRAM ERRORS
WITH RESPECT TO THE SERVICES.
K) This provision applies to any Services which are provided via the Internet or which Client may access via the Internet. The security of
transmissions over the Internet cannot be guaranteed. ADP is not responsible for (I) Client's access to the Internet, (ii) interception or
interruption of communications through the Internet,or(iii)changes to or losses of data through the Internet.In order to protect Client's data,
ADP may suspend Client's use of the Services via the Internet immediately,without notice,pending an investigation,if any breach of security
is suspected.
2. FEES;TAXES;PAYMENTS
A) Client shall pay ADP for the Services at the rates set forth in the Sales Order form for the first twelve months after the date this Agreement is
accepted.ADP may increase prices at any time thereafter upon at least 30 days prior written notice to Client.Notwithstanding the foregoing,the
fees set forth on the Sales Order Form are based upon current requirements,specifications,volumes and quantities as communicated by Client to
Major Account Services COBRA/HIPAA,FSA and Commuter Benefits Service Agreement(rev.05/01/2006) 1
•
ADP and are subject to revision if Client's actual requirements,specifications,volumes or quantities vary,materially from those communicated
to ADP.
B) With respect to any Services involving COBRA/HIPAA,Client agrees that ADP shall retain the 2%administrative fee which shall be added to
the premium due. ALL AMOUNTS EARNED ON FUNDS OR PREMIUMS REMIT ED TO ADP IN CONNECTION WITH THE
SERVICES PENDING DISBURSEMENT TO CLIENT,CLIENT'S DESIGNEE OR TO PLAN PARTICIPANTS SHALL BE RETAINED
BY ADP AS COMPENSATION.ADP MAY COMMINGLE SUCH FUNDS WITH SIMILAR FUNDS FROM OTHER CLIENTS AND
WITH SIMILAR ADP AND ADP-ADMINISTERED FUNDS.Client will pay all invoices in full within twenty-five days(25)after receipt.If
Client fails to pay any amount as and when required under this Agreement,ADP may require,as a condition to the continued provision of
Services,that all fees be paid by Client via direct debit.If Client fails to pay any amount due hereunder,Client,on 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.
C) Client will pay to ADP all applicable sales,use or similar taxes levied or based on this Agreement,exclusive of taxes based on ADP's net
income.In addition,the fees do not include,and Client shall be responsible to pay,all production-related disbursements to be paid to third
parties in connection with the Services,including,without limitation,postage and courier services.
3. LIABILITY AND INDEMNIFICATION
A) ADP is not required,under the terms of this Agreement,to review any action of Client or any Plan Administrator(s)of the Plan(s).Furthermore,
ADP will not incur any liability by taking,permitting or omitting any actions on the basis of any action by Client or a Plan Administrator of a
Plan,or for carrying out the directions of Client or a Plan Administrator of a Plan.Client will be exclusively responsible for the consequences of
any instructions Client may give to ADP.
B) ADP shall not have any obligation to verify or determine the accuracy,validity or completeness of information provided by Client or a Plan
Administrator of a Plan and shall not be responsible for errors, delays or additional costs resulting from the receipt of inaccurate,invalid,
incomplete or untimely information or information provided in an unacceptable format or media.
C) Client agrees to defend,indemnify and hold harmless ADP,its affiliates and their directors,officers,employees,legal representatives,agents,
successors, and assigns from and against all claims, losses, liabilities, damages, demands, causes of action, costs and expenses(including
reasonable attorneys' fees and costs of litigation) (collectively"Losses") as a result of entering into and performing services under this
Agreement or any other cause arising out of this Agreement or the Plan(s),except to the extent those Losses resulted from the negligence,
willful misconduct or willful breach of this Agreement by ADP in the performance of the Services.
D) With respect to any Services involving COBRA/HIPAA,if solely as a result of the negligence or willful misconduct of ADP in performing this
Agreement or the willful breach of this Agreement by ADP,(i)a court of applicable jurisdiction imposes or assesses a statutory penalty upon or
against Client in any suit or action against Client,or(II)excise taxes are imposed upon Client under Section 4980(b)of the Internal Revenue
Code of 1986, as amended, ADP will pay all such penalties and excise taxes(subject to applicable limits and the right to challenge the
imposition of such penalties or excise taxes) resulting solely from the negligence,willful misconduct or willful breach by ADP,provided that
(x)ADP is promptly notified of any such suit or action;(y)ADP controls any negotiations or defense related to such penalties and Client assists
ADP as reasonably required by ADP;and(z)Client takes all reasonable steps to mitigate damages that might result in such penalties.
E) Notwithstanding anything to the contrary,ADP's liability under this Agreement for damages under any circumstances for claims of any type or
character arising from or related to the Services will be limited in each instance to the amount of actual damages incurred by Client,provided
however,that in no event will ADP's aggregate liability hereunder(other than and subject to Section 3(D)above)during the entire term of this
Agreement exceed three(3)times the average monthly fee paid by Client to ADP for the Services.IN NO EVENT WILL EITHER PARTY BE
RESPONSIBLE FOR SPECIAL,INDIRECT,INCIDENTAL,CONSEQUENTIAL OR OTHER SIMILAR DAMAGES IN CONNECTION
WITH THE SERVICES,EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
F) Each of ADP and Client will use reasonable efforts to mitigate any potential damages or other adverse consequences arising from or related to
the Services.Nothing in this Agreement is intended to adversely affect either party's obligation to mitigate damages.
G) ADP shall not be liable for any delay or failure to perform under this Agreement resulting, directly or indirectly, from strike, fire, war,
insurrection,riot,power failure or a circumstance beyond ADP's reasonable control.In case of errors or lost data caused by power failure,
mechanical difficulties with information storage and retrieval systems, or other events not attributable to its own negligence or willful
misconduct,ADP's sole obligation will be to use its reasonable efforts to reconstruct any records maintained by ADP and to amend any reports
prepared by it which may have been affected by such event,at its own expense.
H) The parties acknowledge that the fees for the Services to be provided hereunder reflect the allocation of risk as set forth in this Section 3.This
Section 3 sets forth the full extent of ADP's liability hereunder for any claim against ADP,and sets forth Client's sole remedies.
4. TERM AND TERMINATION.
Except as otherwise provided herein,this Agreement shall have an initial term of one(1)year from the date hereof,and thereafter,it shall continue
unless either party terminates this Agreement on 90 days prior written notice.With respect to any Services involving COBRA/HIPAA,within five(5)
days from the date which ADP grants the Client access to the Client Guide via www.BeneDirect.adp.com,Client may terminate this Agreement
effective immediately upon written notice to ADP. If either party(a) defaults in the performance of its obligations hereunder and such failure
continues for a period of 60 days after receipt of written notice thereof(specifying in reasonable detail the nature of such failure),(b)commits an act
of bankruptcy or becomes the subject of any Bankruptcy Act proceeding or becomes insolvent,or if any substantial part of its property becomes
subject to any levy/seizure,assignment,application or sale for or by any creditor or governmental agency,or(c)has any material adverse change in
its financial condition,then,in any such event,the other party may,upon written notice thereof,terminate this Agreement.Notwithstanding anything
contained herein,if(I)Client fails to pay any amount due under Section 2 hereunder within 10 days after the due date thereof,(ii)Client fails to fund
any amounts as and when required under Section 1(C)hereunder,or(iii)Client fails to maintain its Plan(s)in compliance with ERISA or other
applicable laws or regulations,then ADP may by further written notice to Client terminate this Agreement. Except as hereinafter provided,the
termination of this Agreement shall not affect obligations arising prior to the termination of this Agreement or Client's responsibility for fees for
Services provided prior to termination.Upon termination of this Agreement,all rights granted to Client hereunder will become null and void,all
materials provided by either party to the other hereunder will be returned promptly and ADP shall have no further duties or responsibilities with
Major Account Services COBRA/HIPAA,FSA and Commuter Benefits Service Agreement(rev.05/01/2006) 2
1111 •
respect to the Services or COBRA,HIPAA,FSA or CB requirements related to the Plan(s),except ADP shall provide for a reasonable transfer of
records and funds from ADP to Client or its designee in a reasonable fashion.
5. 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 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 advisors with a need to know and will instruct such employees and advisors to keep such information confidential.
Notwithstanding the foregoing,the receiving party may disclose Confidential Information to the extent necessary to comply with any law,ruling,
regulation or rule applicable to it or to the extent necessary to enforce its rights under this Agreement.In addition,ADP may also disclose Client
Confidential Information(i)to the extent that disclosure of such information is required to perform the Services,(ii)in connection with an audit or
regulatory examination by a governmental authority,(iii)to Plan Administrator(s)of the Plan(s),and(iv)related to a Plan participant,to the extent
properly requested or authorized by such participant. For purposes of this Section, "Confidential Information"shall mean: all information of a
confidential or proprietary nature provided by the disclosing party to the receiving party for use in connection with the Services,but does not include
(a)information that is already known by the receiving party without an obligation of confidentiality,(b)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(c)information that becomes known to the
receiving party from a source other than the disclosing party on a non-confidential basis. Confidential Information of ADP also includes the Client
Guide and any ADP operating guidelines which may be provided hereunder and all trade secrets, processes, proprietary data, information or
documentation related thereto of ADP or its affiliates and any pricing or product information furnished to Client by ADP or its affiliates.
6. COMPLIANCE WITH LAWS.
ADP agrees to perform the Services with respect to the Plan(s)in accordance with a reasonable good faith interpretation of(i)the federal COBRA
and HIPAA requirements,to the extent that COBRA and HIPAA services are included in the Services or(ii)the Internal Revenue Code requirements
pertaining to the Plan(s),to the extent that FSA and CB services are included in the Services.Except for such responsibilities assumed by ADP in this
Agreement,Client shall be responsible for(a)compliance with laws and governmental regulations(including state and local health care continuation
Iaws)affecting the Plans and Client's business and(b)any use it may make of the Services to assist it in complying with such laws and governmental
regulations.If nondiscrimination testing is applicable to the Services elected by Client hereunder,and without limitation of the foregoing,ADP will
perform nondiscrimination testing for the Plan(s)only at Client's request from time to time and at ADP's standard pricing for such testing.If such
request is made,ADP will perform such testing in the final month of the applicable Plan year, and in any event Client, and not ADP,will be
responsible for effectuating any changes recommended by ADP as a result of such testing.
7. FLEXDIRECT CARD SERVICES.
The FlexDirect Services shall refer to the use by Client's employees of an ADP FlexDirect Card to obtain qualified fringe benefits under Client's
benefit Plan(s).The ADP FlexDirect Cards may be referred to herein collectively as the"Cards"or each a"Card"and employees of Client who
receive a Card may be referred to herein collectively as"Cardholders"or each a"Cardholder."If Client elects to receive FlexDireet Services as
indicated on the attached Sales Order Form,Client acknowledges and agrees that Client's receipt of such Services shall be subject to the following
terms and conditions:
A) Additional Documents.ADP shall not be obligated to provide the FlexDirect Services unless Client has met and continues to meet ADP's
eligibility requirements therefor and has executed and delivered to ADP the applicable documents,forms or instruments necessary for ADP to
render to Client the FlexDirect Services.Client will execute and deliver to ADP or the third party card service provider designated by ADP
copies of the Automated Clearing.House agreements("ACH Agreements"),Authorization to Debit/Credit('"Debit Authorization"),and such
other documents,forms or instruments necessary for ADP or the third party card service provider designated by ADP to render to Client the
FlexDirect Services. In addition, Client shall use the form of enrollment documents provided by ADP in connection with the FlexDirect
Services, or shall amend its enrollment forms with such language as may be required by ADP from time to time. All such agreements,
documents and forms may be assigned by ADP in the event ADP elects to use a different Card Issuer originating bank or other related card or
voucher vendor.
B) Issuance of ADP FlexDirect Cards.Client shall be responsible for providing the required information regarding each participant that has elected to receive a
Card.Client will provide the information in the manner prescribed by ADP. Upon receipt and processing of a participant's information and subject to the
Card Issuer's approval,the FlexDirect Card will be mailed to the participant,together with the trims and conditions for the use of the ADP FlexDirect Card.
All Cards issued to Cardholders are the property of the Card Issuer and are subject to cancellation by the Card Issuer at any time.
C) Cardholder Services..ADP will make available Cardholder services to Cardholders. Client will direct Cardholders to resolve all disputes
regarding Card fees and charges and disputed charges on a Card with,and to report any lost or stolen Cards to,Cardholder services. Contact
information for Cardholder services is located on the terms and conditions of use provided with each Card. Notwithstanding the foregoing,
Client will be responsible for resolving all disputes by Cardholders regarding use of the Cards.
D) Remittance of Funds.In order to settle the amounts expended by Client's Cardholders pursuant to the FlexDirect Services,ADP or the third-
party service provider designated by ADP will initiate debits to or wire transfers from Client's designated bank account(the"Client Account").
Such debits or wires shall be initiated on a daily basis or on such other schedule as may be set forth in an ACH Agreement,Debit Authorization
or as may be communicated to Client from time to time. Client shall receive notice via email prior to any such debit or wire,and a settlement
report from ADP detailing the amounts expended by Client's Cardholders within a reasonable period after such debit or wire. Client covenants
and agrees to have at all times sufficient good and available funds in the Client Account to satisfy all debits or wire transfers initiated in
connection with the FlexDirect Services.In the event the Client's Account does not contain adequate funds to satisfy such debit or wire,Client
shall immediately wire to ADP or such third party card service provider designated by ADP the amount necessary to satisfy such debit or wire
and,in addition to any other remedies available to ADP,ADP shall charge,and Client shall pay,a nonsufficient funds("NSF")charge of fifty-
five dollars($55.00)for each NSF occurrence. IF ADP RECEIVES CLIENT'S FUNDS IN ADVANCE OF THE TIME ADP IS REQUIRED
TO PAY SUCH FUNDS TO THIRD PARTIES,ALL AMOUNTS EARNED ON SUCH FUNDS,IF ANY,WHILE HELD BY ADP WILL BE
FOR THE SOLE ACCOUNT OF ADP.ADP may commingle Client's funds with similar funds from other clients and with similar ADP and
ADP-administered funds of a similar type.
E) FlexDirect Policies and Procedures.Client will follow the instructions and reasonable FlexDirect policies established by ADP from time to
time and communicated to Client.
Major Account Services COBRA/HIPAA,FSA and Commuter Benefits Service Agreement(rev.05/01/2006) 3
11, •
F) Recovery of Funds.Client agrees to cooperate with ADP and any other parties involved in processing the Card transactions to recover funds credited to or
expended by Cardholders in error. Such cooperation may include withholding amounts from participant's wages,offsetting against subsequent
valid expense claims under the Plan,and/or invalidating Cardholder's Card until the amount has been repaid.
G) Client Indemnity.Client shall indemnify and hold harmless ADP from and against(i)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 its Client Account,Card Issuer or third party otherwise involved in the settlement of accounts associated with the FlexDirect Services,
including any loss arising from any ADP error,omission or failure incident or pursuant to ADP providing the FlexDirect Services to Client
which would have been corrected by ADP except Client refuses or is unable to fund or reimburse such bank and(ii)any loss arising from or in
connection with any action,proceeding or claim made or brought against ADP in connection with any breach by Client of the terms and
conditions hereof regarding the FlexDirect Services.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,including as a result of the theft or misappropriation of any
Cards by Client's employees(e.g.,the issuance ofunauthorized Cards)or the loading ofunauthorized value onto Cards).
H) Debits. Client shall be liable for each debit to Client Account initiated by ADP or its designee hereunder in accordance with the terms of this Agreement or
the Debit Authorization. Client unconditionally promises to pay to ADP any debit that is returned to ADP because of insufficient or uncollected funds or for
any other reason),upon demand,together with interest thereon at the rate set forth in Section 2(B).Also,in the event that ADP attempts to recover funds in
accordance with Section 7(F)above and ADP is not able to recover such funds for any reason,Client unconditionally promises to pay the amount of such
insufficiency upon demand,together with interest est thereon at the rate set forth in Section 2(B).
I) Termination of FlezDirect Services.Either ADP or Client may terminate the FlexDirect Services upon 60 days prior written notice to the
other. In the event that ADP exercises its right to terminate under this section,ADP shall make reasonable efforts to offer Client a traditional
FSA/CB administration service and,if applicable,an alternative source of transit vouchers.
J) Additional Termination.If(i)Client defaults in the payment of any sum of money hereunder,(ii)Client fails to comply with Section 7.D
above or otherwise provide sufficient,collected funds to ADP within the deadline established by ADP to satisfy Client's third party obligations
which results in a loss or financial risk to ADP,(iii)Client defaults in the performance of any of its other obligations under this Section 7,(iv)
Client has any material adverse change(in ADP's sole discretion)in its financial condition,(v)any unauthorized credits or debits are initiated in
Client's name,(vi)the Originating Bank notifies ADP that it is no longer willing to originate debits or credits for any reason,(vii)the ACH
Agreement is terminated,(viii)ADP reasonably determines that Client no longer meets ADP's eligibility requirements for such FlexDirect
Services,or(ix) with respect to the FlexDirect Services,the Card Issuers cancel the Cards issued on behalf of Client; ADP may(a) immediately
terminate this Agreement and/or the FlexDirect Services,(b)declare all amounts due and to become due immediately due and payable and/or(c)
require Client to prepay for future processing.
8. GENERAL
A) This Agreement shall not be assigned by Client without the prior written consent of ADP, and any attempt to assign any rights,duties or
obligations which arise under this Agreement without such consent will be void.
B) Client has not been induced to enter into this Agreement by any representation or warranty not set forth herein.This Agreement contains the
entire agreement of the parties with respect to its subject matter and supersedes all existing agreements and all other oral,written or other
communications between them concerning its subject matter.This Agreement shall not be modified except by a writing signed by the parties.
C) Client acknowledges,confirms and agrees that other than ADP's obligations to Client hereunder,ADP has no obligation to any third party
(including any current or former employees of Client,any current or former qualified beneficiaries under Client's Plan(s)or any agent or other
person associated with Client).
D) Any notice under this Agreement shall be given in writing and hand delivered or mailed by certified or registered mail to the relevant party.
Notices and payments sent by mail shall be deemed to have been mailed on the date of the postmark thereof.Notices shall be deemed received
on the date of delivery if delivered in person and five business days after mailing if mailed by certified or registered mail.
E) This Agreement shall be governed by the laws of the State of Georgia,without regard to conflict of laws provisions.
IN WITNESS WHEREOF,ADP and Client have executed this Agreement as of the date set forth above.
ADP,INC. CLIENT: l 1111 OP ZA'icO PA111
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Title 41/ rWfi t f 5: ;1-I/I&, Title: C (114 A-Ai AG Date: ztg o
Major Account Services COBRAIHIPAA,FSA and Commuter Benefits Service Agreement(rev.05/01/2006) 4
• 0
ADDENDUM
to
MAJOR ACCOUNTS SERVICE AGREEMENT
between
ADP, INC.
and
City of Rancho Palos Verdes
This Addendum, made as of the 8thday Sept . , 2008 by and between ADP, INC. ("ADP")with its
principal office at One ADP Boulevard, Roseland, New Jersey 07068 and City of Rancho Palos Verdes
having a principal place of business at 30940 Hawthorne Blvd, Rancho Palos Verdes, CA 90275
("Client"), contains changes, modifications, revisions and additions to the Major Accounts Service
Agreement dated Sept . 8 ,between ADP and Client(the"Agreement").
2008
In consideration of the mutual covenants contained in the Agreement and in this Addendum, and for other
good and valuable consideration, notwithstanding anything to the contrary in the Agreement, ADP and
Client agree as follows:
1. Opening paragraph, third line, of the Agreement is hereby amended by adding",a Delaware
corporation,"between "ADP Inc."and"with".
2. Section 7A(i)of the Agreement is hereby amended by deleting and replacing"Section 1 B"with
"Section 1A".
3. Section 7B,first sentence, of the Agreement is hereby amended by deleting and replacing
"Sections 8.A"with"Section 7.A.".
4. Section 8, second sentence, of the Agreement is hereby amended by deleing the words"at pay
interest". This section is further amended by deleting and replacing"Section 3.A"with"this
Section 8"in the third sentence.
5. Section 9C of the Agreement is hereby deleted in its entirety and replaced with the following:
"With respect to the Services and ADP Products,ADP suppliers,vendors and referral partners
may enforce the same disclaimers and limitations against Client as ADP may under Sections 3
and 6 of this Agreement. Other than ADP suppliers,vendors, and referral partners who are
intended third party beneficiaries with respect to Sections 3 and 6 of this Agreement, nothing in
this Agreement creates, or will be deemed to create,third party beneficiaries of or under this
Agreement.ADP has no obligation to any third party(including client's employees and/or any
taxing authority)by virtue of this Agreement."
6. Section 9H of the Agreement is hereby amended by adding"and"between"Agreement,"and"is
solely".
7. Section 9(1)of the Agreement is hereby amended by deleting and replacing "New York"with
"California".
All other terms and conditions of the Agreement shall remain in full force and effect. In the event
of any conflict between the terms and conditions of this Addendum and the terms and conditions
of the Agreement, this Addendum shall prevail. The terms defined in the Agreement and used in
this Addendum shall have the same respective meanings as set forth in the Agreement, unless
clearly otherwise defined in this Addendum.
[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK—
SIGNATURE PAGE TO FOLLOW]
t
■
IN WITNESS WHEREOF, this Addendum to the Agreement is hereby executed by an authorized
representative of each party hereto as of the date first above written.
ADP, INC. City of Rancho Palos Verdes
By:
By: 0 Cit,U4 CA/11A.,v
Name: Name: Carolyn Lehr
Title: General Manager** Title: City Manager
**NOTE; ONLY THE GM OF THE AFFECTED REGION IS AUTHORIZED TO EXECUTE THIS
ADDENDUM ON BEHALF OF ADP.
«
ADDENDUM
to
MAJOR ACCOUNT SERVICES COBRA/HIPAA, FSA AND COMMUTER BENEFITS
SERVICE AGREEMENT
between
ADP, INC.
and
City of Rancho Palos Verdes
This Addendum, made as of the 8 t hjay Sept . , 2008 by and between ADP, INC. ("ADP")with its
principal office at One ADP Boulevard, Roseland, New Jersey 07068 and City of Rancho Palos Verdes
having a principal place of business at 30940 Hawthorne Blvd, Rancho Palos Verdes, CA 90275
("Client"), contains changes, modifications, revisions and additions to the MAJOR ACCOUNT SERVICES
COBRA/HIPAA, FSA AND COMMUTER BENEFITS SERVICE AGREEMENT dated Sept. 8 petween
ADP and Client(the"Agreement"). 2008
In consideration of the mutual covenants contained in the Agreement and in this Addendum, and for other
good and valuable consideration, notwithstanding anything to the contrary in the Agreement, ADP and
Client agree as follows:
1. Section 8E of the Agreement is hereby amended by deleting and replacing"Georgia"with
"California".
All other terms and conditions of the Agreement shall remain in full force and effect. In the event
of any conflict between the terms and conditions of this Addendum and the terms and conditions
of the Agreement, this Addendum shall prevail. The terms defined in the Agreement and used in
this Addendum shall have the same respective meanings as set forth in the Agreement, unless
clearly otherwise defined in this Addendum.
IN WITNESS WHEREOF, this Addendum to the Agreement is hereby executed by an authorized
representative of each party hereto as of the date first above written.
ADP, INC. City of Rancho Palos Verdes
By: By: eck4,,c ,,71,,
Name: Name: Carolyn Lehr
Title: General Manager** Title: City Manager
**NOTE; ONLY THE GM OF THE AFFECTED REGION IS AUTHORIZED TO EXECUTE THIS
ADDENDUM ON BEHALF OF ADP.
� s
• 11 Health
AQP Carrier Connection Questionnaire
(Please submit one per carrier)
Client Name City of Rancho Palos Verdes
ADP Company Code
Carrier Name Kaiser
Carrier Electronic Name: Sandy Cisneros
Eligibility Contact Email Address:
Information
Phone Number: ( 8 00) 731-4661
Client's Group Number with Carrier
Contacting your Carrier
ADP has the ability to transmit data electronically to many carriers;each carrier has a technical group that manages
the file that we need to work with. This department may be referred to as Electronic Eligibility Group, EDI (electronic
data interface),or EDT(electronic data transfer). This group is responsible for working with us during setup,testing,
and processing your ongoing files.
Carriers typically require their clients directly request approval for an electronic connection and then assigns specific
resources to the project,much like ADP is doing.
Below are the questions to ask your carrier that will help provide the initial information ADP requires. The
questionnaire to be filled out for each connection is located above.
• Can you (Carrier)confirm that we(client)meet your requirements for submitting our eligibility
information for this plan (i.e. Medical,Dental)electronically through a file from our ADP system?
■ Do you(Carrier)have any required forms that we(client)will need to complete prior to the ADP Carrier
Connection representative contacting you to initiate the electronic file set up?
■ Can you (Carrier)please provide me with the technical contact's information to provide to the ADP
Carrier Connection team so that they can contact you to discuss the plan setup and technical file
specifications?
o ADP will use this contact to discuss file requirements,obtain file deliver instructions,and schedule file
testing.
• Can you (Carrier)provide us with our company's group reporting structure that can be used to assist
our ADP implementation?
o The group structure normally consists of your main group number,subgroup numbers,division,
networks, benefit plans and product types negotiated with your carrier. This is crucial for both your
site configuration as well as Carrier Connection programming.
Version 2.0 10/27/06
` Health
ADP Carrier Connection Questionnaire
(Please submit one per carrier)
Client Name City of Rancho Palos Verdes
ADP Company Code
Carrier Name Blue Shield of California
Carrier Electronic Name:
Eligibility Contact Email Address:
Information
Phone Number: (800 )325-5166
Client's Group Number with Carrier 943 5 9 3 (PM)
Contacting your Carrier
ADP has the ability to transmit data electronically to many carriers;each carrier has a technical group that manages
the file that we need to work with. This department may be referred to as Electronic Eligibility Group,EDI(electronic
data interface),or EDT(electronic data transfer). This group is responsible for working with us during setup,testing,
and processing your ongoing files.
Carriers typically require their clients directly request approval for an electronic connection and then assigns specific
resources to the-project,much like ADP is doing.
Below are the questions to ask your carrier that will help provide the initial information ADP requires. The
questionnaire to be filled out for each connection is located above.
• Can you (Carrier)confirm that we(client),meet your requirements for submitting our eligibility
information for this plan(i.e. Medical, Dental)electronically through a file from our ADP system?
■ Do you(Carrier)have any required forms that we(client)will need to complete prior to the ADP Carrier
Connection representative contacting you to initiate the electronic file set up?
• Can you(Carrier) please provide me with the technical contact's information to provide to the ADP
Carrier Connection team so that they can contact you to discuss the plan setup and technical file
specifications?
o ADP will use this contact to discuss file requirements,obtain file deliver instructions,and schedule file
testing.
• Can you (Carrier)provide us with our company's group reporting structure that can be used to assist
our ADP implementation?
o The group structure normally consists of your main group number,subgroup numbers,division,
networks, benefit plans and product types negotiated with your carrier. This is crucial for both your
site configuration as well as Carrier Connection programming.
Version 2.0 10/27/06
•
Health
ADP Carrier Connection Questionnaire
(Please submit one per carrier)
Client Name City of Rancho Palos Verdes
ADP Company Code
Carrier Name Blue Shield of California
Carrier Electronic Name:
Eligibility Contact Email Address:
Information
Phone Number: ( 800) 325-5166
Client's Group Number with Carrier 8 5 3 7 0 8 (HMO)
Contacting your Carrier
ADP has the ability to transmit data electronically to many carriers;each carrier has a technical group that manages
the file that we need to work with. This department may be referred to as Electronic Eligibility Group,EDI(electronic
data interface),or EDT(electronic data transfer). This group is responsible for working with us during setup,testing,
and processing your ongoing files.
Carriers typically require their clients directly request approval for an electronic connection and then assigns specific
resources to the project, much like ADP is doing.
Below are the questions to ask your carrier that will help provide the initial information ADP requires. The
questionnaire to be filled out for each connection is located above.
• Can you (Carrier)confirm that we(client)meet your requirements for submitting our eligibility
information for this plan(i.e. Medical, Dental)electronically through a file from our ADP system?
• Do you(Carrier)have any required forms that we(client)will need to complete prior to the ADP Carrier
Connection representative contacting you to initiate the electronic file set up?
• Can you (Carrier)please provide me with the technical contact's information to provide to the ADP
Carrier Connection team so that they can contact you to discuss the plan setup and technical file
specifications?
o ADP will use this contact to discuss file requirements,obtain file deliver instructions,and schedule file
testing.
• Can you(Carrier) provide us with our company's group reporting structure that can be used to assist
our ADP implementation?
o The group structure normally consists of your main group number, subgroup numbers,division,
networks, benefit plans and product types negotiated with your carrier. This is crucial for both your
site configuration as well as Carrier Connection programming.
Version 2.0 10/27/06
1111 Health
AQP Carrier Connection Questionnaire
(Please submit one per carrier)
Client Name City of Rancho Palos Verdes
ADP Company Code
Carrier Name Blue Shield of California
Carrier Electronic Name:
Eligibility Contact Email Address:
Information
Phone Number: (800 )325-5166
Client's Group Number withCarrier 4 4 6 81 He a 1 t h Saving Ac c o un
Contacting your Carrier
ADP has the ability to transmit data electronically to many carriers;each carrier has a technical group that manages
the file that we need to work with. This department may be referred to as Electronic Eligibility Group, EDI(electronic
data interface),or EDT(electronic data transfer). This group is responsible for working with us during setup,testing,
and processing your ongoing files.
Carriers typically require their clients directly request approval for an electronic connection and then assigns specific
resources to the project, much like ADP is doing.
Below are the questions to ask your carrier that will help provide the initial information ADP requires. The
questionnaire to be filled out for each connection is located above.
• Can you (Carrier)confirm that we(client)meet your requirements for submitting our eligibility
information for this plan(i.e. Medical,Dental)electronically through a file from our ADP system?
• Do you(Carrier)have any required forms that we(client)will need to complete prior to the ADP Carrier
Connection representative contacting you to initiate the electronic file set up?
• Can you(Carrier)please provide me with the technical contact's information to provide to the ADP
Carrier Connection team so that they can contact you to discuss the plan setup and technical file
specifications?
o ADP will use this contact to discuss file requirements,obtain file deliver instructions,and schedule file
testing.
• Can you (Carrier)provide us with our company's group reporting structure that can be used to assist
our ADP implementation?
o The group structure normally consists of your main group number,subgroup numbers,division,
networks, benefit plans and product types negotiated with your carrier. This is crucial for both your
site configuration as well as Carrier Connection programming.
Version 2.0 10/27/06
HCSA DCSA
Creative Benefits
ADP Carrier Connection Questionnaire
(Please submit one per carrier)
Client Name City of Rancho Palos Verdes
ADP Company Code
Carrier Name Creative Benefits
Carrier Electronic Name: Karen O r r
Eligibility Contact Email Address: (�
Information
Phone Number: (760 ) 509-0103
Client's Grou' Number with Carrier , - , I , - O - I . ' 8 * : • , • 11
Contacting your Carrier
ADP has the ability to transmit data electronically to many carriers;each carrier has a technical group that manages
the file that we need to work with. This department may be referred to as Electronic Eligibility Group,EDI(electronic
data interface),or EDT(electronic data transfer). This group is responsible for working with us during setup,testing,
and processing your ongoing files.
Carriers typically require their clients directly request approval for an electronic connection and then assigns specific
resources to the project,much like ADP is doing.
Below are the questions to ask your carrier that will help provide the initial information ADP requires. The
questionnaire to be filled out for each connection is located above.
• Can you (Carrier)confirm that we(client)meet your requirements for submitting our eligibility
information for this plan (i.e. Medical,Dental)electronically through a file from our ADP system?
• Do you(Carrier)have any required forms that we(client)will need to complete prior to the ADP Carrier
Connection representative contacting you to initiate the electronic file set up?
■ Can you (Carrier) please provide me with the technical contact's information to provide to the ADP
Carrier Connection team so that they can contact you to discuss the plan setup and technical file
specifications?
o ADP will use this contact to discuss file requirements,obtain file deliver instructions,and schedule file
testing.
• Can you (Carrier)provide us with our company's group reporting structure that can be used to assist
our ADP implementation?
o The group structure normally consists of your main group number,subgroup numbers,division,
networks, benefit plans and product types negotiated with your carrier. This is crucial for both your
site configuration as well as Carrier Connection programming.
Version 2.0 10/27/06
1
• 4D Dental
ADP Carrier Connection Questionnaire
(Please submit one per carrier)
Client Name City of Rancho Palos Verdes
ADP Company Code
Carrier Name Delta Dental (PPO)
Carrier Electronic Name: RC Martinez
Eligibility Contact Email Address:
Information
Phone Number: ( 562) 403-4001 (Client Services)
Client's Group Number with Carrier 0261 0001
Contacting your Carrier
ADP has the ability to transmit.data electronically to many carriers;each carrier has a technical group that manages
the file that we need to work with. This department may be referred to as Electronic Eligibility Group,EDI (electronic
data interface),or EDT(electronic data transfer). This group is responsible for working with us during setup,testing,
and processing your ongoing files.
Carriers typically require their clients directly request approval for an electronic connection and then assigns specific
resources to the project,much like ADP is doing.
Below are the questions to ask your carrier that will help provide the initial information ADP requires. The
questionnaire to be filled out for each connection is located above.
■ Can you (Carrier)confirm that we(client)meet your requirements for submitting our eligibility
information for this plan(i.e. Medical,Dental)electronically through a file from our ADP system?
• Do you(Carrier)have any required forms that we(client)will need to complete prior to the ADP Carrier
Connection representative contacting you to initiate the electronic file set up?
• Can you (Carrier)please provide me with the technical contact's information to provide to the ADP
Carrier Connection team so that they can contact you to discuss the plan setup and technical file
specifications?
o ADP will use this contact to discuss file requirements,obtain file deliver instructions,and schedule file
testing.
• Can you(Carrier)provide us with our company's group reporting structure that can be used to assist
our ADP implementation?
o The group structure normally consists of your main group number,subgroup numbers,division,
networks,benefit plans and product types negotiated with your carrier. This is crucial for both your
site configuration as well as Carrier Connection programming.
Version 2.0 10/27/06
• Dental
ADP Carrier Connection Questionnaire
(please submit one per carrier)
Client Name City of Rancho Palos Verdes
ADP Company Code
Carrier Name Delta Care (HMO)
Carrier Electronic Name: SR. Billing Coordinator
Eligibility Contact Email Address:
Information
Phone Number: ( 800) 801-7105
Client's Group Number with Carrier 0 2 012-0 0 4 0
Contacting your Carrier
ADP has the ability to transmit data electronically to many carriers;each carrier has a technical group that manages
the file that we need to work with. This department may be referred to as Electronic Eligibility Group, EDI(electronic
data interface),or EDT(electronic data transfer). This group is responsible for working with us during setup,testing,
and processing your ongoing files.
Carriers typically require their clients directly request approval for an electronic connection and then assigns specific
resources to the project, much like ADP is doing.
Below are the questions to ask your carrier that will help provide the initial information ADP requires. The
questionnaire to be filled out for each connection is located above.
■ Can you (Carrier)confirm that we(client)meet your requirements for submitting our eligibility
information for this plan(i.e. Medical,Dental)electronically through a file from our ADP system?
■ Do you(Carrier)have any required forms that we(client)will need to complete prior to the ADP Carrier
Connection representative contacting you to initiate the electronic file set up?
■ Can you (Carrier)please provide me with the technical contact's information to provide to the ADP
Carrier Connection team so that they can contact you to discuss the plan setup and technical file
specifications?
o ADP will use this contact to discuss file requirements,obtain file deliver instructions,and schedule file
testing.
• Can you (Carrier)provide us with our company's group reporting structure that can be used to assist
our ADP implementation?
o The group structure normally consists of your main group number,subgroup numbers,division,
networks, benefit plans and product types negotiated with your carrier. This is crucial for both your
site configuration as well as Carrier Connection programming.
Version 2.0 10/27/06
11, Managed Health Network
ADP Carrier Connection Questionnaire
(Please submit one per carrier)
Client Name City of Rancho Palos Verdes
ADP Company Code
Carrier Name Managed Health Network
Carrier Electronic Name: Nina Martinez
Eligibility Contact Email Address:
Information
Phone Number: (415 )491-7200
Client's Group Number with Carrier ,
Contacting your Carrier
ADP has the ability to transmit data electronically to many carriers;each carrier has a technical group that manages
the file that we need to work with. This department may be referred to as Electronic Eligibility Group, EDI (electronic
data interface),or EDT(electronic data transfer). This group is responsible for working with us during setup,testing,
and processing your ongoing files.
Carriers typically require their clients directly request approval for an electronic connection and then assigns specific
resources to the project,much like ADP is doing.
Below are the questions to ask your carrier that will help provide the initial information ADP requires. The
questionnaire to be filled out for each connection is located above.
• Can you(Carrier)confirm that we(client)meet your requirements for submitting our eligibility
information for this plan(i.e. Medical,Dental)electronically through a file from our ADP system?
■ Do you(Carrier)have any required forms that we(client)will need to complete prior to the ADP Carrier
Connection representative contacting you to initiate the electronic file set up?
■ Can you (Carrier)please provide me with the technical contact's information to provide to the ADP
Carrier Connection team so that they can contact you to discuss the plan setup and technical file
specifications?
o ADP will use this contact to discuss file requirements,obtain file deliver instructions,and schedule file
testing.
• Can you(Carrier)provide us with our company's group reporting structure that can be used to assist
our ADP implementation?
o The group structure normally consists of your main group number,subgroup numbers,division,
networks, benefit plans and product types negotiated with your carrier. This is crucial for both your
site configuration as well as Carrier Connection programming.
Version 2.0 10/27/06
410 Vision
ADP Carrier Connection Questionnaire
(Please submit one per carrier)
Client Name City of Rancho Palos Verdes
ADP Company Code
Carrier Name VS P
Carrier Electronic Name: Cher M c I n t e e
Eligibility Contact Email Address: C�
Information
Phone Number: ( 8 0 0) 8 5 2- 7 6 0 0
Client's Group Number with Carrier 121217 91
Contacting your Carrier
ADP has the ability to transmit data electronically to many carriers;each carrier has a technical group that manages
the file that we need to work with. This department may be referred to as Electronic Eligibility Group,EDI(electronic
data interface),or EDT(electronic data transfer). This group is responsible for working with us during setup,testing,
and processing your ongoing files.
Carriers typically require their clients directly request approval for an electronic connection and then assigns specific
resources to the project,much like ADP is doing.
Below are the questions to ask your carrier that will help provide the initial information ADP requires. The
questionnaire to be filled out for each connection is located above.
• Can you (Carrier)confirm that we(client)meet your requirements for submitting our eligibility
information for this plan(i.e. Medical, Dental)electronically through a file from our ADP system?
• Do you(Carrier)have any required forms that we(client)will need to complete prior to the ADP Carrier
Connection representative contacting you to initiate the electronic file set up?
■ Can you (Carrier) please provide me with the technical contact's information to provide to the ADP
Carrier Connection team so that they can contact you to discuss the plan setup and technical file
specifications?
o ADP will use this contact to discuss file requirements,obtain file deliver instructions,and schedule file
testing.
• Can you(Carrier)provide us with our company's group reporting structure that can be used to assist
our ADP implementation?
o The group structure normally consists of your main group number,subgroup numbers,division,
networks, benefit plans and product types negotiated with your carrier. This is crucial for both your
site configuration as well as Carrier Connection programming.
Version 2.0 10/27/06
(, r
11111
•
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/..J.--),.::,.
././..,,..i:;.;.../u.;
CLIENT ACCOUNT AGREEMENT AND AUTHORIZATION TO DEBIT/CREDIT
CLIENT NAME ei IN O AA 1CA4O QAU)Gi eJ? ERAN
B CH 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,TotalPay Card 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)
....-it-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.
❑ 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.
BANK INFORMATION(US ba accounts only): *(FSDD&ADPCheck funds must be debited from the same account)
ayroll Taxes ses for Services otalPay 0 FSDD* 0 ADPCheck* 0 EBTS 0 WGPS 0 Other _
BANK Transit/ABA# I Z L-000(a U ) BANK Account# I Z L 51 -sg 07-12-
BANK Name S4' 4 OF C BANK Contact r4o -k2r ZjZrr
BANK Address 2.71 t411 5. IA AhNT1 pV e, !1Q e Clovp4 BANK Phone cgs% g 52 -6000 X. IgLi o g ,
o Payroll Taxes 0 Fees for Services 0 TotalPay 0 FSDD* 0 ADPCheck* 0 EBTS 0 WGPS 0 Other
BANK Transit/ABA# BANK Account#
BANK Name BANK Contact
BANK Address BANK Phone
❑Payroll Taxes 0 Fees for Services 0 TotalPay 0 FSDD* 0 ADPCheck* 0 EBTS 0 WGPS 0 Other
BANK Transit/ABA# ' BANK Account#
BANK Name ' BANK Contact
BANK Address BANK Phone
COMPLETE THIS SECTION ONLY IF FSDD,ADPCHECK,OR TOTALPAY IS INDICATED ABOVE:
Federal ID#
Est.Net Payroll: FSDD Start Date: ADPCheck Start Date:
ADPCheck Partner Bank: State(Primary State In Which checks Will be Cashed):
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 ect unless and until evoked in writing by an authorized representative of CLIENT and until BANK and ADP have each received
such notice and have had ,�"�:•n• ;act upon 'otice.
I)
CLIENT Signature .I; �� k'e-2•2.-
Dennis
g �► Date --CLIENT Representative Name&Title McLean, Director of Finance & IT
TX6925(05/07} (Must be an authorized signatory on the accounts listed above) T&FSHRD-810-051807
revised 07/05/07
•
:ADP
ACH or PRE-AUTHORIZED DRAFT
CLIENT understands that 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,FSDD and/or ADPCheck
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 must be on deposit in the applicable DDA Account no later than 6:00 a.m.PST(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,FSDD Services,ADPCheck Services,TotalPay Card
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(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,FSDD and/or ADPCheck Services,
(iii)CLIENT's wage garnishment deduction obligations with respect to CLIENT's employees for the applicable payroU(if CLIENT receives ADP's WGPS
Services),(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 6:00 a.m.PST(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,FSDD Services,
ADPCheck Services,TotalPay Card 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 applicable accounts listed on the table below(unless and until changed by notice from ADP).
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.
DIRECT WIRE FOR EXCEPTION PROCESSING
(Under certain conditions,CUENT 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)CLIENTs 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,FSDD and/or
ADPCheck Services),(ill)CLIENT's wage garnishment deduction obligations with respect to CLIENT's employees for the applicable payroll(if CLIENT
receives ADP's WGPS Services),(iv)CLIENTS electronic business tax deposit obligations(if CLIENT receives ADP's Electronic Business Tax Services)
and(iv)ADP's fees for such Services. Such wire transfers must be completed no later than 8:00 a.m.PST(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, FSDD Services,ADPCheck Services,TotalPay Card 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 of ADP'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 on the table below(unless and until
changed by notice from ADP).
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.
TotalPav
FSDD ADPCheck WGPS
:•:i}�:r�i.�i�' i��"r S.�•?:d�!F!f��F"' 'f '�v�f•;:`�ff�::f� `�" r'� r� �F���f�:frr`��{�r ri,•:;•.f r- �. `.�• �{••�:f•r,f�ti:r:�;.�.vr:r fry.:•:.:.
:=v•: r,:,f s 5 r�.f r r.r.,rr.•f.`WA:1M.rrr:f `•f ff r` `r �;`: .f I
..•r.r.•: �x....L�..,.�'..,.r r`Fr�� r � ,s,' fr r fr r f r �E rr l � .,p � r �: �F f rrf f•'r•.�:'-�f�:.
�.iJXi������{ 1 F�..•+.7: �.�.� .�X�ff:f�rr���fr::•r�r{�f�: r:::�•,,
JP Morgan Chase 021000021 323269036 Reverse Wire Impound
JP Morgan Chase 021000021 323375847 Direct Wire
Deutsche Bank 021001033 00416217 Reverse Wire Impound
Deutsche Bank 021001033 00412283 Direct Wire
Tax
WegagaiNKON'atlantagrOX-WAraWalr
r• r• r - - �` V .1. r _ _`f�f�f����•` �ff��f�f�f'�r�• •��� f rf�f�,����f��� .(��,j:�.Q�� •r .r. .r�: -rjjf f ..[3•[ tl r _ FO f/FFr lrr _ _J�� l• ll rr lrf,201 lr rl!'! .�1"*T' f ffr f�fr fr fff�.Y f•rff riff.f...1•:ti�lt`�
t �:fff••••:ff���l'fr:rr`
JP Morgan Chase 021000021 9102628675 Reverse Wire Impound
Deutsche Bank 021001033 00153170 Direct Wire
NOTICE
CLIENT acknowledges that if sufficient funds are not available by the date required pursuant to the foregoing provisions of this Agreement,(1)
CUENT 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 CUENT 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.
TX6925(05/07) T&FSHRD-810-051807
revised 07/05107
f
, ti
4110 •
ARAD Benefit Services
COBRA,FSA and Commuter Benefits Services 2575 Westside Pkwy Suite 500
Alpharetta,GA 30004
770-619-7200
CLIENT ACCOUNT AGREEMENT AND AUTHORIZATION TO DEBIT
CLIENT NAME: City of Rancho Palos Verde SBRANCH: CO.CODE:
ADDITIONAL APPLICABLE COMPANY CODES:
CLIENT agrees to the ACH or pre-authorized draft debit method for collection of:(1)the applicable fees for ADP COBRA services,(2)the
applicable fees for ADP FSA Services,(3)the applicable fees for ADP Commuter Benefits Services, (4)obligations relating to FSA Healthcare
funding,(5)obligations relating to FSA Dependent Care funding,(6)obligations relating to Commuter Benefits Transit funding,(7)obligations
relating to Commuter Benefits Parking funding.ADP,INC.("ADP")will initiate such debits by ACH or pre-authorized draft out of CLIENT's
applicable account specified below(the"DDA Account")at the financial institution specified below("BANK"). BANK is authorized to charge the
DDA ACCOUNT in accordance with the ACH provisions on the following page of this Agreement.
Please note that ADP FSA Clients are required to set up an account and preauthorize draft debit of such account for obligations related to FSA
Health Care and FSA Dependent Care funds. An"Advice of Debit"will be sent to the client,in advance,of any such debit.
B INFORMATION:(Fees for Services must be debited from a single account)
Fees for COBRA Services CI Fees for FSA Services CI for Commuter Benefits Services
Bank Transit/ABA# I vi.
0 b 0 cO CO i Bank Account(DDA)# i-z 1 s I _.:gco .2,4'-'1._-
Bank Name L OF
A-A112-kCA
Bank Address 2-1 1 �.. - 02�q
1
1 S i 44 iko�t,i N C� 14 i L s CSS CA f
BAND INFORMATION:(Plan Funding)
❑Funding for FSA Health Care Ca Funding for FSA Dependent Care ❑Funding for Commuter Benefits Transit ❑Funding for Commuter Benefits Parking
❑Funding for Stored Value Card transactions-checking this box authorizes MBI,or MBI's agent(known as"MoneyMaker"),to initiate ACH
(automated clearing house)transfer entries for the following depository:
Bank Transit/ABA# Bank Account(DDA)#
Bank Name
Bank Address
In consideration of BANK's compliance with this authorization,CLIENT agrees that BANK's treatment of any charge,and the 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 the event of any conflict between the terms and conditions of this Agreement and the terms and conditions of any Price Quotation,Sales Order,
Major Account Service Agreement,or ADP Terms and Conditions attached to any proposal given to CLIENT,this Agreement shall control.
Client agrees that its authorization is provided in accordance with the terms and conditions on Page Two of this Agreement,and Client
acknowledges and• epts th,_.- - . .This au .•. .tion shall remain in effect unless and until revoked in writing by an authorized
representative of CL I .Tan• :• and !; '• e each received such notice and have had reasonable time to act upon such notice.
i Pt/CLIENT Signature .0i,',6 i gi' Date k*?ak'24
CLIENT Representative Name&Title Dennis McLean, Director of Finance & IT
(Must be an authorized signatory on the accounts listed above)
A
411
ACH OR PRE-AUTHORIZED DRAFT
CLIENT understands that funds representing the total of(1)CLIENT's fee obligations for the applicable period(if CLIENT elects
ADP's COBRA Services),(2)CLIENT's fee obligations for the applicable period(if CLIENT elects ADP's FSA Services),(3)
CLIENT'S fee obligations for the applicable period(if CLIENT elects ADP's Commuter Benefit Services),(4)CLIENT's FSA Health
Care deduction obligations with respect to CLIENT's employees for the applicable claim period (if CLIENT receives ADP's FSA
Health Care Services),(5)CLIENT's FSA Dependent Care deduction obligations with respect to CLIENT's employees for the
applicable claim period(if CLIENT receives ADP's FSA Dependent Care Services),(6)CLIENT's Commuter Benefits Transit
deduction obligations with respect to CLIENT's employees for the applicable claim processing period(if CLIENT elects ADP
Commuter Benefits Transit Services),(7)CLIENT's Commuter Benefits Parking deduction obligations with respect to CLIENT's
employees for the applicable claim processing period(if CLIENT elects ADP Commuter Benefits Parking Services),and(8)ADP's
fees for such Services must be on deposit in the applicable DDA Account no later than(a)the date specified on the"Advice of Debit"
or"Advice of Charge"periodically delivered to CLIENT after the claims processing period(in the case of FSA,and Commuter
Benefits Services),(b)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.
NOTICE
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 employee:FSA Health Care,FSA Dependent
Care,Commuter Benefits Parking and Commuter Benefits Transit reimbursements or until such time the funds are available
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.
MBI Information
MBI is an industry-leading provider of debit card solutions that make pre-tax benefit administration easier,more convenient and more
attractive for clients and their participants.ADP and MBI have formally contracted to offer a stored value card product to ADP's
Flexible Spending Account and Commuter Benefits services to clients and their participants. This card supports point-of-sale
reimbursements of expenditures against pre-and post-tax dollars deducted from payroll for qualified expenses. In order to deliver a
seamless participant experience,ADP and MBI have integrated their systems. This allows real-time data sharing,and ensures that all
information is synchronized and accurate.
t
•
Substitute for IRS Form 8655 OMB filo.1545-1058
1 2 3
Reporting Agent Authorization Co/Code Branch Federal ID Number
(State Limited Power of Attorney &
Tax Filing Service Tax Information Authorization) 9 5 - 2 8 6 7 8 7 2
(In accordance with internal Revenue Service Revenue Procedures)
4 If you are a seasonal employer,check here . . . . []
5 TAXPAYER LEGAL NAME(Use all capital letters.Include spaces,ampersands,and h •hens.Do not enter any other•unc tuation.)
CITY O F RAN C H O PALOS VERDES
6 DBA NAME Use all ca• I letters.Includes•-ces,am•=rsands and h p hens.Do not enter an other• nctuation.
30940 Hawthorne Blvd
Address(number,street,and room or suite no.)
Rancho Pp.1os Verdes , CA 9Q275
City or town,state,and ZIP code
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 the 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 the taxpayer's behalf in one of the filing methods:electronic,magnetic media,or paper.
Authorization of Reporting Agent to Sign and File Returns
8 Use the entry lines below to indicate the tax retum(s)to be filed by the Reporting Agent.Enter the beginning year for annual tax returns or
beginning quarter for quarterly tax returns.See the instructions for how to enter the quarter and year.Once this authority is granted,itis effective
until revoked by the taxpayer or Reporting Agent.
940 941 4 / 2008 940-PR 941-PR / 941-SS / 943
Tax Year Qtr/Yr Tax Year Qtr/Yr Qtr/Yr Tax Year
943-PR 944 944-PR 945
Tax Year Tax Year Tax Year Tax Year
Authorization of Reporting Agent to Make Deposits and Payments
9 Use the entry lines below to enter the starting date(the first month and year)for any tax retum(s)for which the Reporting Agent is authorized to
make deposits or payments.See the Instructions for how to enter the month and year.Once this authority is granted,it is effective until revoked
by the taxpayer or Reporting Agent,
940 / 941 12 /2008 943 / 944 / 945 /
Mo/Yr Mo/Yr Mo/Yr Mo/Yr Mo/Yr
Disclosure of information to Reporting Agent
10a Check here to authorize the Reporting Agent to receive or request duplicate copies of tax information,notices,and other communications
from the IRS related to the authorization granted on Line 8 and/or Line 9
1Ob Check here if the reporting agent also wants to receive copies of notices from the IRS
Form W-2 Series or Form 1099 Series Disclosure Authorization
11 The Reporting Agent is authorized to exchange otherwise confidential taxpayer information with the IRS,including responding to certain IRS
notices relating to the Form W-2/1099 series information returns.This authority is effective for calendar years beginning:
W-2 2008 1099
Tax Year Tax Year
Authorization Agreement 12 Signature of Taxpayer or Authorized Representative
I understand that this agreement does not relieve me,as the taxpayer,of the I certify that I have the authority to execute this form and authorize disclosure of otherwise
responsibility to ensure that all tax returns are flied and that all deposits and confidential information on behalf of the taxpayer.
payments are made.if Line 8 is completed,the Reporting Agent named above is
authorized to sign and flie the return indicated,beginning with the quarter or year Dennis McLean
indicated.If any starting dates on line 9 are completed,the Reporting Agent named (Re,, :d)
above is authorized to make deposits and payments beginning with the period
indicated.Any authorization granted remains In effect until it is revoked by the i o f in an c e I T
taxpayer or Reporting Agent.I am authorizing the IRS to disclose otherwise
confidential tax information to the reporting agent relating to the authority granted v/1//i �g, 1 C
on Line 8 and/or Line 9 includingdisclosure required toy
processForm 8655. SI ria -''�' .
Disclosure authority is effective upon signature of the taxpayer and IRS receipt of 9 )
Form 8655.The authority granted on Form 8655 will not revoke any Power of R'�
Attorney(Form 2848)or Tax Information Authorization(Form 8821)in effect. Date(Required)
For Privacy Act and Paperwork Reduction Act notice,see attached.
TX-6931 Revised:01/05/2006
UZA
1 11
CITY OF RANCHO PALOS VERDES Today's Date: 8/26/2008
30940 Hawthorne Blvd. Order ID: 147835
Rancho Palos Verdes,CA 90275 Order Type: New Client
Executive ADP Sales Associate
Selena Wright Dominique Livermore
selenaw@rpv.com Dominique_Livermore@adp.com
(310)544-5215 714-228-4864
t� aa
1 /
..... ,.. .,. .,..... ... ...s..... .. >'>r:- ...,.:f ..,......F ...,_.:.> ,,... 1. ,,
Number of Employees for Payroll processing : 85
. y a _. .:t.v..
.... ..c.....h.Art`8\...\Y.`$ .... ..'# 'k..,..... , .,l Y...a... C....:.,..:. ........<.,'F.. .. ...:........ C..S .< x.d r... f2. a.
is :o- ;.ti A�..
..,_fir,k......Y�J. ..r. .. ..,:>u .;.., r£,i~..<d or .....?.t.o,.Rd.............. .,... ,. ...,.,,.,v,,....._.._ .. Y•.: ,... .. .K.,..,
Processing Fees - Bi-Weekly Units Totals
Pay eXpert Paperless/TLM TotalPay EZLM Mid Mrkt a 85 $476.50
ADP Reporting Packaged MR
Check Mate Inquiry Packaged MR
Check Signing Packaged MR
Check Stuffing Pay eXpert Paperless/TLM TotalPay EZLM Mid Mrkt
CheckView Monthly Fee Pay eXpert Paperless/TLM Totalpay EZLM Promo Code
CheckView Processing Fee Payroll Quickview
External Paydata Interface Payroll Quickview(PQV)Net
ezLaborManager Timesheet Module Pays-Pay eXpert-
ezLaborManager Web Hosted Software PC PR Connection
iPay Statements Personnel Reporting Sys Base Charge
iReports on Demand TLM Package 1
Labor Distribution Total Tax Plus w/Full Tax Svc&UCM
New Hire Reporting Service TotalPay Service
New Hires WGPS Payments
Packaged MR WGPS Service
Packaged MR YTD Download
ADP Portal Solutions for Pay eXpert 85 $105.00
Benefit Accruals 85 $10.00
CD Payroll Reports(CD Only) 1 $23.00
Delivery-Payroll 1 $14.00
Delivery prices vary by courier and delivery location
InfoLink GLI BWKLY 85 $46.75
Monthly Fees Units
HR Benefits Solution Advanced 50-99 EE's 85 $620.50
HR Benefit Archived EE's$.45 per ee/mon HR Benefits Solution Advanced 50-99 EE's
HR Benefits Solution Recruitment 85 $68.00
HRB Connect to COBRA 85 $0.00
COBRA Monthly Processing Fees 85 $120.00
,
$40,tpl:al ".- - $800.50
Page 1 of 3
, F4E)
CITY OF RANCHO PALOS VERDES Today's Date: 8/26/2008
Order ID: 147835
Quarterly Fees Qty Per Unit
Quarterly Reports Delivery 1 1 and higher $14.00 Each $14.00
Delivery prices vary by courier and delivery location
l
f
S„
v
Q' Y
One Time Fees
Implementation Fees
HR Benefits Solution Advanced 50-99 EE's $4,000.00
HR Benefit 1st Carrier Connect-Health $2,000.00
HR Benefit 2nd Carrier Connect-Health $2,000.00
HR Benefit 3rd Carrier Connect-Health $2,000.00
HR Benefit 4th Carrier Connect-Health $2,000.00
HR Benefits Solution Recruitment $2,000.00
ADP Portal Solutions for Pay eXpert $1,000.00
Benefit Accruals $500.00
InfoLink GLI BWKLY $500.00
COBRA Monthly Processing Fees $400.00
Sub Total $16,400.00
.. ..tit. ,.,• t.. ....,.. .r:..:.a•.
! f,
t. 3..
.FA
+t
Year-End Fees Per Pay Min
Year End W2's 1 and higher $5.40 Each $75.00 $459.00
Si*Total
,
,
Summary
Per Check Fees $12.36
Invoice Detail Unit Fee Units Min
HR Benefits Solution Advanced 50-99 EE's 1-99 $7.30 Each 85 $365.00
HR Benefits Solution Recruitment 1- and higher $0.80 Each 85
HRB Connect to COBRA 1- and higher $0.00 Each 85
Pay eXpert Paperless/TLM TotalPay EZLM Mid Mrkt a 1-50 $6.80 Each 85 $40.00
51-99 $3.90 Each
ADP Portal Solutions for Pay eXpert 1- and higher $1.05 Each 85 $105.00
Benefit Accruals 1- and higher $0.10 Each 85 $10.00
Delivery-Payroll 1- and higher $14.00 Each 1
Delivery prices vary by courier and delivery location
InfoLink GLI BWKLY 1- and higher $0.55 Each 85 $22.00
CD Payroll Reports(CD Only) 1- and higher $23.00 Each 1
COBRA Monthly Processing Fees 1-499 $1.20 Each 85 $120.00
500-999 $1.00 Each
Contact Type Contact Phone
Executive Selena Wright (310)544-5215
Additional Katherine Downs (310)544-5216
Page 2 of 3
I) . •
0 I
AD431
0
CITY OF RANCHO PALOS VERDES Today's Date: 8/26/2008
Order ID: 147835
. F.i.. .. hk. ... .. 'Shi, .. v. ..._ i. a.fir... ,, .h:r. i,. .r-.
.,. W. ... -rt '�6. ... it.} to,...... i.,. ..v.,h..fF. f. � , � .....;i.. #. ..�'r ., 2 2'' 1.,
..k. ,c.r..�>ii.�..e.n...,.F.:r 4...e§d..o<._.,.w.:",r7 ,., .r'F,�.....,.. ..,,...�'+�... ..,-, ..:.•:c a,:.;. -... ... .,.,, <�. .., a..,.. ...., .. t::.
THE ADP SERVICES COVERED BY THIS AGREEMENT ARE PROVIDED IN ACCORDANCE WITH ADP'S STANDARD TERMS AND CONDITIONS APPLI '. E TO SUCH SERVICES AND ATTACHED TO THIS SALES
ORDER.SUCH TERMS AND CONDITIONS ARE IN ADDITION TO THE TERMS AND CONDITIONS CURRENTLY GOVERNING ADP'S PROVISION OF• • CE TO YOU,WHICH RE • IN FULL FORCE AND EFFECT
i
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,` 1i3Lh&..,, r,, O411 ' k
Associate:Client Signature: I / Sales
Date Dat
Page 3 of 3
• ,,
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Emergency Warrant Formka,LIaid 1, ruF070114
D te Warrant # 6 1 Li 5 9
Vendor Name op co(24e
• Amount $ I C9( 1-t ft) C7r) 00t4A t/0( 0-1) IA VEY1-1/1/10/?-e
Account #
Reason 'A O P t V11\ p(_0AAet\ncTi ON) -FSG
Fg—
Purchase Order
Requested by
Prepared by 1 Cri_ (rvo--no
Approved by
Due date by 45 -2-- 1 -0
Check processing instructions:
Mail Return to preparer Other
PCNIN,OLA Oi NTER BRANCH 5 1 4 5
0 ...:':. Citv of RANCHO PALOS VERDFS
aianh of min-ira 16-66
.,',,., 30940 HAWTHORNE BOULEVARD MUST E;
NAILONAL SAVINGS ASSOCIATiON 1 220
r5 .''.477:,`"-.-,,,, RANCHO PALOS VERDES, CA 90)75 ROL!INri HILLS ESTATES CALI,ORNIA ',/'
VOID 180 DAYS FROM CHECK DATE
**Pay Exactly Sixteen Thousand Four Hundred Dollars & 00/100***
DATE AMOUNT ,.
( PAY TO TIT ORDER OF 8/27/08 $16 ,400 . 00
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P:/Accounting Forms Schedules/Emergency Check Request.XLS
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1111
Form 941 for 2008: QUARTERLY erEm to 's Federal Tax Return 950108
P Y
(Rev.January 2008) Department of the Treasury—Internal Revenue Service OMB No.1545-0029
I.
(EIN) 9 5 — 2 8 6 7 8 7 2 Report for this Quarter of 2008
Employer identification number
(Check one.)
City of Rancho Palos Verdes
Name(not your trade name) 0
1:January, February, March
Trade name(if any) 0 2:April,May,June
30940 Hawthorne Blvd LI 3:July,August,September
Address
Number Street Suite or room number11
4:October, November,December
Rancho Palos Verdes CA 90275
City State ZIP code
Read the separate instructions before you fill out this form. Please type or print within the boxes.
Part 1: Answer these questions for this quarter.
1 Number of employees who received wages,tips,or other compensation for the pay period 87
including:Mar. 12(Quarter 1),June 12(Quarter 2),Sept. 12(Quarter 3),Dec. 12(Quarter 4) 1
2 Wages,tips,and other compensation _ . . . . . . 2 1,011,631 87
3 Total income tax withheld from wages,tips,and other compensation . . . . . .
3 141,227 12
4 If no wages,tips,and other compensation are subject to social security or Medicare tax. . LI Check and go to line 6.
5 Taxable social security and Medicare wages and-tips:
Column 1 Column 2 "
5a Taxable social security wages 10,631 • 85 x .124= 1,318 • 34
5b Taxable social security tips x .124 = .
5c Taxable Medicare wages&tips 1,053,057 . 92 x .029= 30,538 •• 67
31,857 01
5d Total social security and Medicare taxes(Column 2, lines 5a+ 5b + 5c= line 5d) . . 5d I.
6 Total taxes before adjustments(lines 3 +5d = line 6) 6 173,084 • 13
7 TAX ADJUSTMENTS(read the instructions for line 7 before completing lines 7a through 7g):
07-
7a Current quarter's fractions of cents
7b Current quarter's sick pay
7c Current quarter's adjustments for tips and group-term life insurance
7d Current year's income tax withholding(attach Form 941 c) . . .
7e Prior quarters' social security and Medicare taxes(attach Form 941c)
7f Special additions to federal income tax(attach Form 941 c) . . . •
7g Special additions to social security and Medicare(attach Form 941 c)
7h TOTAL ADJUSTMENTS(combine all amounts: lines 7a through 7g) . . . . . . . . 7h 0 • 00
8 Total taxes after adjustments(combine lines 6 and 7h) . . . . . . . . . . . . •
8 173,084 20
9 Advance earned income credit(EIC)payments made to employees . . . . . . . _ 9 0 • 00
10 Total taxes after adjustment for advance EIC(line 8-line 9 = line 10) . . . . . . . i0 173,084 • 20
11 Total deposits for this quarter, including overpayment applied from a prior quarter . . . 11 0 • 00
12 Balance due(If line 10 is more than line 11, write the difference here.) . . . . . . .
12 0 00
0
For information on how to pay, see the instructions.
[1] Apply to next return.
13 Overpayment(If line 11 is more than line 10, write the difference here.) • Check one LI Send a refund.
0 You MUST fill out both pages of this form and SIGN it. Next
For Privacy Act and Paperwork Reduction Act Notice,see the back of the Payment Voucher. Cat.No. 17001 Z Form 941 (Rev.1-2008)
rt
E. •
r0
950208
111 Name(not your trade name) Employer identification number(EIN)
City of Rancho Palos Verdes 95-2867872
Part 2: Tell us about your deposit schedule and tax liability for this quarter.
If you are unsure about whether you are a monthly schedule depositor or a semiweekly schedule depositor,see Pub. 15
(Circular E),section 11.
C A Write the state abbreviation for the state where you made your deposits OR write"MU"if you made your
14 deposits in multiple states.
15 Check one: LIII Line 10 is less than$2,500.Go to Part 3.
LI You were a monthly schedule depositor for the entire quarter. Fill out your tax
liability for each month.Then go to Part 3.
Tax liability: Month 1 ■
Month 2 ■
a
Month 3 ■
•
Total liability for quarter • Total must equal line 10.
LI You were a semiweekly schedule depositor for any part of this quarter.Fill out Schedule B(Form 941):
Report of Tax Liability for Semiweekly Schedule Depositors, and attach it to this form.
Part 3: Tell us about your business. If a question does NOT apply to your business, leave it blank.
16 If your business has closed or you stopped paying wages LII Check here,and
enter the final date you paid wages / / .
17 If you are a seasonal employer and you do not have to file a..return for every quarter of the year . .[II Check here.
Part 4: May we speak with your third-party designee?
Do you want to allow an employee,a paid tax preparer,or another person to discuss this return with the IRS?See the instructions
for details.
LII Yes. Designee's name and phone number ( )
Select a 5-digit Personal Identification Number(PIN)to use when talking to IRS.
EN0.
Part 5: Sign here. You MUST fill out both pages of this form and SIGN it.
Under penalties of perjury,I declare that I have examined this return,including accompanying schedules and statements,and to the best
of my knowledge and belief,it is true,correct,and complete.
Print your Selena Wright
!? :2:
e (--t. Print your
title here Accounting Technician
Date 07 / 18 / 2008 Best daytime phone ( 310 ) 544 - 5215
Part 6: For paid preparers only (optional)
Paid Preparer's
Signature
Firm's name(or yours
if self-employed)
• Address EIN
ZIP code
Date / / Phone ( ) - SSN/PTIN
LI Check if you are self-employed.
Page 2 Form 941 (Rev. 1-2008)
# t ..,„
* ,
..,
1110 0
.,
...
990306
• Schedule B (Form 941):
Report of Tax Liability for Semiweekly Schedule Depositors
(Rev.January 2006) Department of the Treasury—Internal Revenue Service OMB No.1545-0029
(EIN) 9- 5 — 2 8 6 7 8 7 2 Report for this Quarter ...
Employer identification number (Check one.)
Name(not your trade name) The City of Rancho Palos Verdes ri 1:January, February,March
Calendar year 2 0 0 8 (Also check quarter) El 2:April,May,June
LII 3:July,August,September
fl4:October, November,December
Use this schedule to show your TAX LIABILITY for the quarter; DO NOT use it to show your deposits.You must fill out this
form and attach it to Form 941 (or Form 941-SS) if you are a semiweekly schedule depositor or became one because your
accumulated tax liability on any day was$100,000 or more.Write your daily tax liability on the numbered space that
corresponds to the date wages were paid.See Section 11 in Pub. 15(Circular E), Employer's Tax Guide,for details.
Month 1
Tax liability for Month 1
1 • 9. • 17 23,514. 14 25 ■
2 • 10 • 18 • 26 46,949. 18
3 23,435. 0411 • 19 • 27 '
4 • 12 • 20 • 28 '
5 • 13 • 21 • 29 •
6 • 14 . 22 . 30 • "
il7 . 15 • 23 . 31 ' M
8 • 16 . 24 .
Month 2
1 24,233. 90 9 • 17 • 25_ Tax liability for Month 2
2 • 10 18 • 26. 74,113. 58
3 • 11 • 19 • 27 •
4 • 12 • 20 • 28 •
5 • 13 • 21 . 29 .
6 • 14 • 22 • 30 25,306. 54
7 • 15 24,573. 14 23 • 31 •
8 . 16 • 24 .
Month 3
Tax liability for Month 3
1 • 9 . 17 • 25 •
2 • 10 • 18 • 26 25,047. 09
52,021 . 44
3 ■ -11 • 19 • 27 •
4_ . 12 26,974. 35 20 • 28 •
5 • 13 . 21 • 29 .
6 • 14 . 22 • 30 •
7 . 15 • 23 • 31 •
4111 8 . 16 . 24 .
Fill in your total liability for the quarter(Month 1 +Month 2+Month 3)=Total tax liability for the quarter o. Total liability for the quarter
Total must equal line 10 on Form 941(or line 8 on Form 941-SS). 173,084. 20
For Paperwork Reduction Act Notice,see separate instructions. Cat.No.119670 Schedule B(Form 941)Rev.1-2006