HomeMy WebLinkAboutC07-272 ADPMAJOR ACCOUNTS AGREEMENT This Major Accounts Agreement ("Agreement") dated ZI I &N, 7 is by and between ERCa6.e� Cvu.JJ's'Y with offices at S -v gaApWA`I Ek4t_C CO. 814,31 ("Client") and ADP, Inc. with its principal office at One ADP Boulevard, Roseland, New Jersey 07068 ("ADP") for the procurement of 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") 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. 1. GENERAL TERMS A. Performance Standard. ADP will perform the Services in a professional manner, using personnel having a level of skill in the area commensurate with the requirements of the Services to be performed. If ADP employees are located on Client's property, ADP will advise such employees to observe the reasonable security and safety policies of Client as such are communicated to ADP sufficiently in advance from time to time. B. Payment Services. i. Funds. 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 -parry payment obligations in their entirety. 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. 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. ii. NACHA. 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. iii. Termination. Payment Services may be immediately terminated by ADP without prior notice if (i) any of the events in Section 8.B. occur with respect to Client, (ii) any unauthorized credits or debits are initiated in Client's name, (iii) the Originating Bank (as defined by NACHA) notifies ADP that it is no longer willing to originate debits and credits for any reason, (iv) the authorization to debit Client's account is terminated, (v) Client terminates or is terminated from the Tax Filing Services, or (vi) ADP reasonably determines that Client no longer meets ADP's credit/financial eligibility requirements for such Services. C. 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. D. 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 1.1.) 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 of Client Content (as defined below) input into any ADP Internet Services (as defined in Section 1.1)). E. Use of ADP Products and Services. Client shall use the ADP Products and Services in accordance with the instructions and reasonable policies established by ADP from time to time and communicated to Client. 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., I-9 documentation). Client will maintain such documentation during such time the employee receives such payments, and if requested by ADP, Client shall furnish copies of such documentation to ADP. Client shall be responsible for ensuring that its employees and plan participants who use any ADP Products or Services also comply with all the terms of this Agreement and any online or shrink-wrap terms or other accompanying documentation Super Ts and Cs Version 6 Rev. 1/10/07 Page 1 of 12 ("Additional Terms"). ADP may suspend access to the ADP Products or Services by any employee or plan participant of Client if ADP has reason to believe that such employee or plan participant has violated such terms or is otherwise using any ADP Product or Service in an inappropriate manner. F. 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, governmental regulations and manufacturers' requirements 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, governmental regulations and manufacturers' requirements. Client will not rely solely on its use of the ADP Products and/or Services in complying with any laws, governmental regulations (including but not limited to any applicable OFAC screening requirement) and manufacturers' requirements. ADP shall be responsible for compliance with all laws or governmental regulations affecting its business generally. G. License Rights. The right to use the ADP Products is granted to Client for the sole purpose of utilizing the Services as provided herein and is set forth more fully in Additional Terms accompanying the ADP Products licensed by the Client. Any license to 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. H. 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 of Client (a "Site"). Client acknowledges that ADP does not review the accuracy or completeness of any information submitted by Client or its employee or plan participants through the Site. Client agrees to take commercially reasonable precautions to maintain the privacy of usernames and passwords for any ADP Internet Services, including those contained in any Additional Terms. 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 Intemet. 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 notice, pending an investigation, if any breach of security is suspected. I. 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 sM form (e.g., images, graphics, text, etc.), to be included in Benefits eXpert , the ADP Portal Solution Service, 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: 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 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 Intemet 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. J. 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. K. 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. L. Enhancements. ADP will make available improvements, enhancements, modifications and/or updates to ADP Products, Super Ts and Cs Version 6 Rev. 1/10/07 Page 2 of 12 as required, to Client at no additional cost (i.e., no charge in addition to the monthly fees paid by Client) if and as they are made available generally by ADP at no additional cost to ADP's Clients licensing the same products as Client. 2. ADP PRODUCTS AND SERVICES To the extent any of the ADP Products or Services on the following Product Schedule are selected by Client, the additional terms related to such ADP Products and Services set forth on such Product Schedule shall apply. 3. 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 date hereof 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. These prices do not include the amounts referred to in Section 1.B.i. or monthly communication charges or communication installation charges, which will be paid by Client. Client will pay all invoices in full within 30 thirty days of invoice date. If Client fails to pay any amount due hereunder (whether by acceleration or otherwise) that is not under good faith dispute, Client, after written notice, 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 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. 4. 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- INFRINGEMENT, 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. 5. 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 or in any Additional Terms. B. ADP Infringement Indemnity. ADP will defend Client in any suit or cause of action alleging that the ADP Products, as provided by ADP and used in accordance with the terms of this Agreement, infringe upon any United States patent, copyright, trade secret, or other proprietary right of a third parry. ADP will pay damages assessed, including reasonable attorneys' fees, against Client in any such suit or cause of action, provided that, (i) ADP is promptly notified in writing of such suit or cause of action, (ii) ADP controls any negotiations or defense and Client assists ADP, at ADP's expense, as reasonably requested by ADP, and (iii) Client takes all reasonable steps to mitigate any potential damages. The foregoing infringement indemnity will not apply and ADP will not be liable for any damages assessed in any suit or cause of action resulting from a Client Infringement Event (as defined below). If any ADP Product is held or believed to infringe on any third-parry's intellectual property rights, ADP may, in its sole discretion, (a) modify the ADP Product to be non-infringing, (b) obtain for Client a license to continue using such ADP Product, or (c) if neither (a) nor (b) are practical, terminate this Agreement as to the infringing ADP Product and return to Client any unearned fees paid by Client to ADP in advance. This Section S.B. states ADP's entire liability and Client's exclusive remedies for infringement of intellectual property rights of any kind relating to ADP Products. C. Client Infringement Indemnity. Client will defend ADP against, and pay damages assessed in, any suit or cause of action alleging that the ADP Products infringe upon any United States patent copyright, trade secret, or other proprietary right of a third party, only to the extent that any such suit or cause of action results from a Client Infringement Event, provided that, (i) ADP promptly notifies Client in writing of such suit or cause of action, (ii) ADP assists Client, at Client's expense, as reasonably requested by Client, and (iii) takes all reasonable steps to mitigate any potential damages that may result; provided however, in no case, shall ADP be required to provide any assistance or mitigation efforts that would affect the ADP Products, ADP's marketing, distribution or sale thereof or the terns of any current or future license of the ADP Products. "Client Infringement Event" means (i) any alteration, change, modification and/or enhancement of the ADP Products made by Client or any third party on behalf of Client without ADP's express permission; (ii) Client's use of the ADP Products in combination with any hardware, software or other materials not expressly authorized by ADP; (iii) use of other than the most current release of the ADP Products made Super Ts and Cs Version 6 Rev. 1/10/07 Page 3 of 12 available to Client by ADP that results in a claim or action for infringement that could have been avoided by use of the current release; (iv) use by Client of unmodified ADP Products after Client has been informed of and given access to modifications that would avoid claims of infringement; or (v) Client Content or any Authorized Mark (as defined in 5.D. below) that infringes a third parry's rights. Clauses (i), (iii) and (iv) shall not apply to ADP Products hosted by ADP. This Section 5.C. states Client's entire liability and ADP's exclusive remedies for infringement of intellectual property rights of any kind relating to Client Infringement Events. D. Use of Client's Authorized Marks. In the event that ADP makes available branding of any materials, Cards and/or 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 term 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. 6. NONDISCLOSURE All Confidential Information disclosed hereunder will remain the exclusive and confidential property of the disclosing party. The receiving party will not disclose the Confidential Information of the disclosing party and will use at least the same degree of care, discretion and diligence in protecting the Confidential Information of the disclosing party as it uses with respect to its own confidential information. The receiving party will limit access to Confidential Information to its employees and authorized representatives with a need to know and will instruct them to keep such information confidential. Notwithstanding the foregoing, the receiving parry may disclose Confidential Information of the disclosing party (a) to the extent necessary to provide the services covered by this Agreement, provided that any disclosure to a third party is made in confidence if such disclosure was not requested by the disclosing parry, (b) to the extent necessary to comply with any law, rule, regulation or ruling applicable to it, (c) as appropriate to respond to any summons or subpoena or in connection with any litigation, (d) relating to a specific employee, to the extent such employee has consented to its release, (e) to any affiliate of the disclosing party covered by this Agreement and (f) to the extent necessary to enforce its rights under this Agreement. Upon the request of the disclosing 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 parry 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. Confidential Information of ADP also includes all ADP trade secrets, processes, proprietary data, information or documentation related thereto, or any pricing or product information furnished to Client by ADP. Confidential Information of Client also includes all personally identifiable payroll and employee -level data. 7. LIMITATION OF LIABILITY A. Client Responsibility. Client will be responsible for (i) the consequences of any instructions Client may give to ADP, (ii) Client's failure to use the Services and the ADP Products in the manner prescribed by ADP, and (iii) Client's failure to supply accurate input information or Client Content. B. Errors and Omissions. ADP's sole liability to Client or any third party for claims of any type or character arising from errors or omissions in the Services that are caused by ADP shall be to correct the affected Client report, data or tax agency filings, as the case may be, at no charge to Client. C. Limit on Monetary Damages. Notwithstanding anything to the contrary contained in this Agreement (other than and subject to Section 5.B. above and the last sentence of this Section 7.C.), 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 one month 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. The foregoing limitation shall not apply to (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. D. OBC/ADPChecks/FSDD/Cards. Neither ADP nor the Originating Bank shall be liable for any damages to Client arising from any decision to refrain from or delay originating debit/credit entries, crediting amounts to any ADP TotalPay Card or issuing ADPChecks in connection with Client's payroll (i) after reasonable efforts to verify such debit/credit entries by the required security procedure have failed, (ii) due to Clients creditworthiness or (iii) because ADP has not received timely funds from Client as required by Section 1.B. Client agrees that ADP will not be liable for any damages to Client arising from any bank decision to withhold the release of a Client payroll that is processed on Official Bank Checks. E. No Consequential Damages. NEITHER ADP NOR CLIENT WILL BE RESPONSIBLE FOR SPECIAL, INDIRECT, Super Ts and Cs Version 6 Rev. 1/10/07 Page 4 of 12 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. 8. TERM AND TERMINATION; DEFAULT BY CLIENT; REMEDIES UPON DEFAULT A. Termination. Either ADP or Client may terminate this Agreement upon at least 90 or 30 days, respectively, prior written notice. B. Client Defaults. Notwithstanding anything contained herein, if Client (i) defaults in the payment of any sum of money hereunder, (ii) defaults in the performance of any of its other obligations hereunder, (iii) commits an act of bankruptcy or becomes the subject of any Bankruptcy Act proceeding or becomes insolvent, or if any substantial part of Client's property becomes subject to any levy/seizure, assignment, application or sale for or by any creditor or governmental agency, or (iv) has any material adverse change (in ADP's sole opinion) in its financial condition, then, in any such event, ADP may, upon written notice thereof; (a) terminate this Agreement and/or Client's receipt of any of the ADP Products or Services, (b) declare all amounts due and to become due immediately due and payable, (c) take immediate possession of any Timeclock Equipment not purchased and paid for in full by Client and/or (d) require Client to deposit an amount equal to its average per processing charges or to prepay for future processing and may invoke any and all other remedies permitted by law. Client agrees to reimburse ADP for any and all expenses ADP may incur, including interest costs and reasonable attorney fees, in taking any of the foregoing actions. C. Post -Termination. If use of any ADP Products or Services are or may be terminated by ADP pursuant to Sections S.A. or 8.B., ADP shall be entitled to allocate any funds remitted or otherwise made available by Client to ADP in such priorities as ADP (in its sole discretion) may determine appropriate (including reimbursing ADP for payments made by ADP hereunder on Client's behalf to a third parry) 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. If ADP elects not to terminate any or all of the ADP Products or Services as permitted hereunder, ADP may require Client to pay its outstanding and all future third -parry payment amounts covered by the ADP Products or Services and/or ADP's fees and charges for the ADP Products or Services to ADP by bank or certified check or by wire transfer as a condition to receiving further ADP Products or Services. D. Remedies Cumulative. The remedies contained in this Section 8 are cumulative and in addition to all other rights and remedies available to ADP hereunder, by operation of law or otherwise. 9. FUNDING INDEMNIFICATION A. Funding. Client shall indemnify and hold harmless ADP from and against any loss, liability, claim, damage or exposure (each a "Loss") arising from or in connection with any action, proceeding or claim made or brought against ADP by any bank with whom Client maintains an account for any incorrect debit ADP may make to such account as a result of an error or omission by ADP in performing the Service, to the extent that the Loss would have been avoided if (i) Client had not directed ADP to return the funds to an account or person other than the account which was originally debited and ADP was permitted to return the funds to the affected account or (ii) ADP's return of the funds was not rejected by the bank (e.g., due to account closure). B. Debits. 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 the rate set forth in Section 3.A. 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. 10. MISCELLANEOUS A. Assignment. Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other parry. B. Inducement. Client has not been induced to enter into this Agreement by any representation or warranty not set forth in this Agreement. This Agreement contains the entire agreement of the parties with respect to its subject matter. This Agreement shall not be modified except by a writing signed by ADP and Client. C. Third -Party Beneficiaries. With respect to the Services and ADP Products covered hereby, ADP suppliers, vendors and referral partners shall receive the same indemnification and defense rights from Client as set forth in Section 5.C. of this Agreement and 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 4, 5C and 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 parry Super Ts and Cs Version 6 Rev. 1/10/07 Page 5 of 12 (including, without limitation, client's employees and/or any taxing authority) by virtue of this Agreement. D. Force Majeure. Excluding any payment obligations to ADP as provided hereunder, 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. 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 parry at any time to enforce any right or remedy available to it under this Agreement or otherwise with respect to any breach of 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 parry 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. I. 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. The terms of this Agreement are subject to any Additional Terms. In the event of a conflict between the terms of this Agreement and such 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. L. Use of Agents. ADP may designate any agent or subcontractor, without notice to, or the consent of, Client, to perform such tasks and functions to complete any services covered under this Agreement. However, nothing in the preceding sentence shall relieve ADP from responsibility for performance of its duties under the terns of this Agreement. ADP, Inc. ADP Sales Associated Name' l ►� K 1 iJ t�,v - (type or print) Title M kb l Date Super Ts and Cs Version 6 Rev. 1/10/07 Page 6 of 12 CLIENT Client Authorization Name ,S Y It h (type or print) TiU���'t [11tf�.'�.t; .Date VL4 PRODUCTSCHEDULE 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 in accordance with NACHA Rules, which shall be in a form approved by ADP and shall authorize the initiation of credits to such Payee's account and debits of such account to recover funds credited to such account in error. ADPCHECKTm 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. TOTALPAY CARDTM A. Cardholder Services. ADP will make cardholder services ("TotalPay Card Services") available to certain of Client's payees (each a "Payee") for payments of wages, commissions, consulting fees or similar compensation or work-related expenses owed to such Payees through a TotalPay Card ("TotalPay Card"). The TotalPay Cards issued to Payees of Client may be referred to herein collectively as the "Cards" or each a "Card" and Payees of Client who receive a Card may be referred to herein collectively as "Cardholders'' or each a "Cardholder". Client agrees that it will only direct legal payments to the Cards for wages, benefits, commissions, consulting fees, similar compensation or work-related expenses or such other types of payments as ADP may approve in writing. In addition, unless approved by ADP in writing, Client agrees that it may not make Cards available to residents of countries other than the United States. ADP shall not be obligated to provide the TotalPay Card Services unless Client has met and continues to meet ADP's eligibility requirements therefore and has executed and delivered to ADP the applicable documents, forms or instruments necessary for ADP to render to Client the TotalPay Card Services (including the Trust Agreement and any other agreements required by the Issuing Bank (as defined below)). B. Cardholder Set -Up. Client will set-up (or cause ADP to set-up) each Payee as a Cardholder using data and/or procedures required by Issuing Bank. Client represents and warrants that it has all necessary consents and authorizations of each Payee included in submitted set-up data that is required under applicable law and rules, including NACHA, for Payee to (a) receive payments from Client on its Card and (b) participate in the TotalPay Card Services. Client agrees to promptly provide documentation or records related to the set-up of Cardholders and participation of Cardholders in the TotalPay Card Services to ADP and/or Issuing Bank upon request and agrees that such information may be provided to any regulatory authority having jurisdiction over the Issuing Bank. Client, and not ADP nor any of its subcontractors, is responsible for reviewing all enrollment information supplied by such Payees and confirming that it is accurate and complete. In addition to the identity verification requirements set forth in Section LE, prior to set-up of any Payee on the Cardholder database and distribution of a Card to such Payee, Client will: (i) inspect identification documents that meet the requirements of Form I-9 (e.g. a (1) passport or (2) a U.S. issued driver's license and social security card or (3) U.S. driver's license and birth certificate) to verify such Payee's identity ("Identity Verification Documents"); and (ii) obtain from such Payee the following: (a) name; (b) street address; (c) date of birth and (d) social security number (or other government issued ID number acceptable to ADP and Issuing Bank). Client agrees that Issuing Bank (directly or through a subcontractor) may request and obtain identity information and legal documentation directly from the Payee to verify the identity of any Payee set up on the Cardholder database or participating in the TotalPay Card Services. Client also covenants to ADP and Issuing Bank that, with respect to each Cardholder, it will: (i) make and preserve (during the period required by law or requested by Money Network Financial, LLC or Issuing Bank) either of the following: (i) at least one (1) copy of all Identity Verification Documents; or (ii) a description of the Identity Verification Documents that were relied on by the Client noting the type of document (e.g., driver's license, Super Ts and Cs Version 6 Rev. 1/10/07 Page 7 of 12 passport, alien registration card), any identification number contained in the document, the place of issuance (e.g., state or country) and, if any, the date of issuance and expiration date. Client agrees to retain such documentation during the time that such Payee is a Cardholder until the earlier of (a) three years from termination of Client's obligation to make payments to such Payee or (b) three years from termination of such Payee's Card account; provided, however, that in the event a longer retention period is required for the Issuing Bank to meet its legal obligations, as a result of a change in applicable law or official interpretations thereof, the parties will use their commercially reasonable efforts to agree on a process that permits the Issuing Bank to comply with its legal obligations. C. Issuance of TotalPay Cards; Cardholder Fees. Client will be issued an inventory of instant issue Cards. Client is responsible for issuing Cards to its Payees from its inventory of Cards. Prior to or in conjunction with issuing a Card to any Payee, Client shall (i) provide each Payee with a copy of the Issuing Bank's Terms and Conditions and other enrollment -related materials; and (ii) provide each Payee with the notice required under the USA Patriot Act as provided by either ADP or the Issuing Bank. Client will provide Cardholders with any other information and materials regarding the TotalPay Card Services provided by Issuing Bank from time to time that is necessary for Issuing Bank to comply with applicable laws or regulations. Client will be responsible for the safekeeping of the inventory of Cards received by Client and for any theft or misappropriation of any such Cards prior to a valid and authorized issuance and distribution of such Card to a Payee of Client. The amounts to be loaded to each Cardholder's TotalPay Card will be provided to ADP by Client through one of ADP's standard payroll transmission methods available to Client or another means agreed to by ADP and Client. Client acknowledges that separate agreed upon fees and charges will be applied to Cardholders' Cards. Such Cardholder fees and charges are subject to change upon agreement of the parties and in accordance with the Cardholder Terms and Conditions applicable to the Cards. Current Card fees and charges are available upon request by Client. D. Card Status; Card Service; Cardholder Communications. Client is responsible for ensuring that Cardholders are paid via an alternate pay method in such instances where a Cardholder's Card has been terminated, cancelled or is in inactive status. Client understands that ADP may contact its employees directly to notify them of the availability and benefits of the Cards and that Cardholders may receive additional notices, mailings and other communications directly from ADP or the Issuing Bank. 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 payroll and payroll -related amounts credited to the Cards. Additionally, Client agrees to treat all Cardholder personal and transaction information as confidential in accordance with the terms of Section 6 of the Agreement to which this Product Schedule applies. Notwithstanding the provisions of Section 6, Client agrees that ADP and its subcontractors providing TotalPay Card Services may disclose information related to loads by the Client to a particular Cardholder's Card and Card enrollment information provided by Client regarding a particular Cardholder to that Cardholder in providing Cardholder services and may otherwise use or disclose information regarding a particular Cardholder with the consent of that Cardholder or consistent with the privacy policy applicable to that Cardholder. E. Issuing Bank; Cardholder Information. All Cards issued to Cardholders are the property of the issuing bank (the "Issuing Bank") and are subject to cancellation by the Issuing Bank at any time in accordance with Issuing Bank's Cardholder Terms and Conditions. Client agrees that it will not use the name or marks of Money Network Financial, LLC or the Issuing Bank in any materials it distributes or makes available to its Payees without Money Network's or the Issuing Bank's prior written consent, as applicable. In the event of cancellation of a Card such Payee will be required to resume another means of payment made available by Client. Subject to applicable law, Client will provide Issuing Bank with all information and documents related to the TotalPay Card Services in its control or possession requested by or on behalf of Issuing Bank that are necessary or proper in the reasonable discretion of the Issuing Bank for the Issuing Bank to comply with applicable law or regulatory requirements. Client agrees that upon prior notice from Issuing Bank, Issuing Bank and any regulatory authorities which have jurisdiction over the Issuing Bank shall have the right to audit and inspect Client's books and records related to the TotalPay Card Services and Client's performance of its obligations with respect thereto, including, without limitation, the following: (i) Client's records pertaining to the set-up of Payees on the Cardholder database and participation of Cardholders in the TotalPay Card Services; and (ii) the Identity Verification Documents. Client understands that it is not entitled to access or review any Cardholder transaction information. Notwithstanding the foregoing, in limited circumstances (e.g., where necessary to prevent fraud) and consistent with the applicable Cardholder privacy policy, ADP may provide certain Cardholder transaction information to Client. Client agrees to treat all Cardholder account information, including Card transaction records, and all other information related to the Issuing Bank's provision of TotalPay Card Services to Cardholders, whether provided or made available to it by ADP, Money Network Financial, LLC, or Issuing Bank (or their respective agents and subcontractors), as confidential in accordance with the terms of Section 6. F. Client Responsible for Compliance with Laws. Regarding the TotalPay Card Services, Section IF above shall not apply. The following provision shall apply in place of Section IF with respect to laws and governmental regulations affecting the TotalPay Card Services. ADP shall be responsible for compliance with all requirements of the Federal Reserve Board, Regulation E (12 CFR 205) applicable to financial institutions with respect to payroll card accounts. Except as stated in the previous sentence, Client (and not ADP, the Issuing Bank, Money Network Financial, LLC or Super Ts and Cs Version 6 Rev. 1/10/07 Page 8 of 12 their agents and subcontractors) is solely responsible for (i) compliance with all laws and governmental regulations affecting Client's business, including state labor and payroll laws and the permissibility of the TotalPay Card Services under such laws, and (ii) any use Client may make of the TotalPay Card Services to assist it in complying with such laws and governmental regulations. Client also represents and warrants that any payments that it requests ADP to make hereunder will not violate any laws of the United States. Client will not rely solely on its use of the TotalPay Card Services in complying with any laws and governmental regulations. In addition, Client also agrees to comply with the financial industry rules and compliance standards imposed by VISA, Star, Plus, Interlink and applicable automated teller machine and point of sale processors (collectively, the "Network Rules') designated by the Issuing Bank from time -to -time related to such things as Card security and fraudulent or impermissible use of Cards. G. Indemnification. In addition to Client's obligations set forth in the Agreement, Client shall be liable for, and shall defend, indemnify and hold harmless, ADP, its agents and subcontractors, Money Network Financial, LLC and the Issuing Bank, from and against any and all loss, liability, claim, damage or exposure arising from, or in connection with, any breach of Client's TotalPay Card compliance obligations hereunder, 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 of unauthorized Cards) or the loading of unauthorized value onto Cards. Client also agrees to defend, indemnify and hold harmless the Issuing Bank from and against any and all loss, liability, claim, damage or exposure arising from, or in connection with Client's negligence in connection with its use and/or provision of the TotalPay Card Services or otherwise in connection with its performance or obligations under this Agreement. H. Additional Termination Right. In addition to the termination rights set forth in Section 8, Client agrees that the TotalPay Card Services (or any feature thereof) in any designated jurisdiction may be terminated on 60 days notice to Client if ADP or the Issuing Bank believe that any changes in any Network Rules or NACHA rules, or changes to, or interpretations of, applicable law by any federal, state or local governmental authority, or any formal or informal order, instruction or directive communicated to ADP or the Issuing Bank by such authority make it commercially impractical to continue to provide the TotalPay Card Services (or any feature thereof) in such jurisdiction. I. Sole Remedy Against ADP. CLIENT AGREES THAT ITS SOLE REMEDY FOR CLAIMS OF ANY 'TYPE OR NATURE WITH RESPECT THE TOTALPAY CARD SERVICES HEREUNDER SHALL BE AGAINST ADP AND NOT AGAINST MONEY NETWORK FINANCIAL, LLC OR THE ISSUING BANK. J. No Consequential Damages. IN NO EVENT WILL THE ORIGINATING BANK, THE ISSUING BANK, MONEY NETWORK FINANCIAL, LLC OR ANY OF ADP'S AGENTS OR SUBCONTRACTORS BE RESPONSIBLE FOR SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES WHICH CLIENT MAY INCUR OR EXPERIENCE ON ACCOUNT OF ENTERING INTO OR RELYING ON THIS AGREEMENT OR USING THE TOTALPAY CARD SERVICES, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. K. Third Party Beneficiaries. Client acknowledges and agrees that Issuing Bank and Money Network Financial, LLC (and their respective successors and assigns) are each third party beneficiaries of this Agreement (only as it relates to TotalPay Card Services) entitled to enforce each of the provisions of this Schedule against Client as well as the provisions included in Sections 4, 5C and 7 of this Agreement, including in equity and in law, as if it or they were a party hereto. L. Survival. Client acknowledges and agrees that for purposes of Client's use of the TotalPay Card Services, Sections E (Cardholder Information) and G (Indemnification) of this Schedule and Section 7 of the Agreement (Limitation of Liability) shall survive termination or expiration of the Agreement and/or this Schedule. TIME AND LABOR MANAGEMENT (INCLUDING EZLABORMANAGERx, ENTERPRISE eTIME AND ETINW 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 Timeclock 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. Immediately 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, Client agrees to purchase it at the prevailing manufacturer's suggested retail price. 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 Super Ts and Cs Version 6 Rev. 1/10/07 Page 9 of 12 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 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: ii. 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. iii. 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. iv. 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. sM ADP BENEFITS EXPERT /ADP HR/BENEFITS SOLUTION A. Client shall promptly deliver to ADP the Client Content (as defined in Section I.I. of the Agreement to which this Product Schedule applies) required by ADP to perform initial setup services for the Benefits eXpert Application 5 ("Benefits eXpert ") or ADP HR/Benefits Solution application (together with Benefits eXpert, the "HR/Benefits 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/Benefits Solution application on the earlier of the date that Client first begins to use such application in a production environment OR 60 days after the Client's company profile has been set up on the HRB network, which date ADP shall confirm in writing to Client. (Client 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 Super Ts and Cs Version 6 Rev. 1(10(07 Page 10 of 12 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. ADP PORTAL SOLUTION WEB SERVICES. These services permit Client and/or its employees to access certain ADP Products and Services via single -sign on and may accommodate Client customizations. A. Client understands that ADP may include informational content, forms and tools, as well as banner advertisements for ADP and/or third party products and services, on the Client self administration portion of the ADP Portal Solution Service as well as the employee self-service portion of the ADP Portal Solution Service. B. ADP shall have no liability to Client hereunder for any software and/or applications or other services (other than ADP Products covered by this Agreement to which this Product Schedule relates) that may be accessed by the ADP Portal Solution Service. WEB HOSTING SERVICES. The following provisions shall apply to Hosted ADP PC/Payroll for Windows; Hosted HR/Perspective; PayExpert; Benefits eXpert, ADP HR/Benefits Solution, Total Choice Solutions; Hosted eTIMEeTIME, Enterprise eTIME and ezLabor Manger (collectively, the "Hosted Products"). ADP shall: A. Provide the hosting environment(s), including hardware and software, required to host the site(s) for the applicable Hosted Product (the "Systems") and the operation and required maintenance of such Systems. Client acknowledges that the Systems may be used to provide similar services to other clients and that Client acquires no rights therein. B. ADP shall deploy the Hosted Product(s) licensed by the Client at Uniform Resource Locators (URLs) to be selected, registered and owned by ADP. C. In the event that ADP discovers and/or Client reports to ADP through its support line that a System for a Hosted Product licensed by Client is experiencing an outage or that a Hosted Product licensed by Client is experiencing operational issues, work diligently to resolve such issues as soon as possible, giving priority to outages and significant operational issues. D. Use commercially reasonable efforts to make the System for each Hosted Product licensed by Client available 99.5% of the time, for the specified Hours of Availability, except for any loss or interruption of the System due to causes beyond the control of ADP or which are not reasonably foreseeable by ADP, including, but not limited to, interruption or failure of telecommunication or digital transmission links, Internet slow downs or failures or unauthorized intrusions. In order to perform required System maintenance, the System will not be available for hours excluded from the Hours of Availability and (b) upon notice to the Client, for one 6 -hour period on an occasional weekend as required by any infrastructure change. In addition, the System may experience unscheduled downtime. During Prime Time Hours, ADP will notify the Client of unscheduled System downtime as soon as practicable. If the System experiences unscheduled downtime, ADP will work diligently to correct the problem until it is resolved and the System is made available. "Prime Time Hours" shall mean from 8:00 AM through 8:00 PM Eastern Time, Monday through Saturday, excluding ADP holidays ("Business Days"). E. ADP shall be responsible for establishing and maintaining a secure environment for the Site and the System for each Hosted Product licensed by Client, which shall include physical security, logical security (including firewalls, encryption and password access control), and intrusion detection. Hours of Availability for Hosted Products are as follows: (1) Hosted ADP PC/Payroll for Windows; HR Perspective and eTIMEeTIME: Monday 4AM to Midnight eastern time and Tuesday -Saturday 6 AM to IOPM eastern time; (2) Pay eXpert; Benefits eXpert and TotalChoice: Monday to Sunday 5 AM to 1 AM eastern time; (3) ADP HR/Benefits Solution Monday through Friday 6 AM to 9 PM Super Ts and Cs Version 6 Rev. 1/10/07 Page 11 of 12 eastern time; (4) ezLabor Manager: 24 x 7 except Sunday 12 AM to 6AM eastern time; (5) Hosted eTIMEeTIME I:am to 11PM, central time, Monday through Sunday and (6) Enterprise eTIME 3 AM to 1 AM eastern time Monday through Saturday; 4Am to 1 AM Sunday, eastern time (excluding ADP Holidays and on the second and fourth Wednesdays of each month from 11 PM to 5 AM eastern. F. The Hosted Products are intended to permit the transmission of data from within or between the United States and Canada. The Hosted Products may not be used or accessed from outside the United States or Canada or in any way that violates any applicable international, federal, state or local laws and /or regulations. Super Ts and Cs Version 6 Rev. 1/10/07 Page 12 of 12 ADDENDUM to MAJOR ACCOUNTS SERVICE AGREEMENT between ADP, INC. and Eagle County This Addendum, made as of the 21D day -,44 -,t,& -x-1, 20076 by and between ADP, INC. ("ADP") with its principal office at One ADP Boulevard, Roseland, New Jersey 07068 and Eagle County having a principal place of business at wzp 13eg'AawAy F-Vjc W Vito 13 ("Client'), contains changes, modifications, revisions and additions to the Major Accounts Service Agreement dated f /V/zevybetween ADP and Client (the "Agreement'). 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: Section 4 of the Agreement is hereby amended by adding the following to the end of the section: "ADP WARRANTS DURING THE TERM OF THE AGREEMENT THAT (1) ALL ADP PRODUCTS AND SERVICES WILL BE PERFORMED IN A PROFESSIONAL AND WORKMANLIKE MANNER, CONSISTENT WITH THE QUALITY OF PERFORMANCE OF SERVICES FOR SIMILARLY SITUATED CLIENTS ; (II) THE SERVICES AND ADP PRODUCTS WILL CONFORM IN ALL MATERIAL RESPECTS TO THE PUBLISHED SPECIFICATIONS." 2. Section 101 of the Agreement is hereby deleted in it entirety and replaced with: "This Agreement shall be interpreted in accordance with the laws of the State of Colorado and the parties hereby agree to submit to the jurisdiction of the courts thereof. Venue shall be in the Fifth Judicial District for the State of Colorado." 3. Section 10J of the Agreement is hereby amended to read as follows: "If any conflict exists between the provisions of this Addendum and the existing "Major Accounts Agreement', the provisions of this Addendum shall control." Section 10 of the Agreement is hereby amended by adding the following as Section 10M: "The funds currently appropriated for this project are equal to or in excess of the contract amount. Notwithstanding anything to the contrary contained in this Agreement, no charges shall be made to Client nor shall any payment be made to ADP in excess of the above amounts for any work done without the written approval of the County in accordance with a budget adopted by the Board of County Commissioners in accordance with the provisions of the Colorado Revised Statutes. The parties recognize that the Client is a governmental entity and that all financial obligations beyond the current fiscal year are subject to funds being budgeted and appropriated." 5. Section 10 of the Agreement is hereby amended by adding the following as Section 10N: "Public Contract for Services: If this contract is a Public Contract for Services, as defined in C.R.S. 8-17.5-101, as required by Colorado law, ADP, by executing the Agreement, including this Addendum, certifies that: (a) ADP does not knowingly employ or contract with an illegal alien. (b) ADP participates in, or has attempted to participate in, the Basic Pilot Program, as defined in C.R.S. 8-17.5-101(1), With respect to the Agreement, ADP affirms: (c) ADP shall not knowingly employ or contract with any non -United States citizens or nationals who are not eligible to work in the United States ("Illegal Alien(s)") to perform work under the Agreement. (d) ADP shall not enter into a contract with a subcontractor related to the Agreement that fails to certify to ADP that the subcontractor shall not knowingly employ or contract with an Illegal Alien to perform work under the Agreement. (e) If ADP obtains actual knowledge that a subcontractor performing work under the Agreement knowingly employs or contracts with an Illegal Alien, ADP shall: (i) Notify the subcontractor and Client within three (3) days that ADP has actual knowledge that the subcontractor is employing or contracting with Illegal Alien(s); and (ii) Terminate the subcontract with the subcontractor, or if termination is not permitted under the terms of ADP's agreement with the subcontractor shall cease using subcontractor to perform work under the Agreement, if within three (3) days of receiving the notice provided for in subparagraph (c)(i) above, the subcontractor does not stop employing or contracting with Illegal Alien(s). Notwithstanding the foregoing, ADP shall not terminate the contract with the subcontractor if, during such three (3) days, the subcontractor provides information to establish that the subcontractor has not knowingly employed or contracted with Illegal Alien(s). (f) ADP has verified or attempted to verify through participation in the Basic Pilot Program, as defined in C.R.S. 8-17.5-101(1), that ADP does not employ any Illegal Aliens. If ADP is not accepted into the Basic Pilot Program prior to entering into the Agreement, ADP shall apply to participate in the Basic Pilot Program every three (3) months until the ADP is accepted or the Agreement has been completed, whichever is earlier. (g) ADP shall not use Basic Pilot Program procedures to undertake preemployment screening of job applicants while the Agreement is being performed. (h) ADP shall comply with any reasonable request made by the Colorado Department of Labor and Employment in the course of an investigation undertaken by the Department pursuant to C.R.S. 8-17.5-102(5) and relating to this Agreement. At any time during the Agreement, at the 30 -day, prior written request of Client, ADP shall provide Client with certification that ADP is in compliance with the provisions of this Section 1 ON, If ADP violates the provisions of this Section 10N, Client may terminate the Agreement for a breach of the Agreement. If the Agreement is terminated specifically for a breach of this Section 1 ON, ADP shall be liable to the Client for actual damages and for consequential damages related to breach of this Section 10N, as provided by Colorado law. Consequential damages are specifically limited to violations of this Section 10N and may not be pursued until such time as ADP has failed to correct any violation of the same after being notified by Client and provided with a thirty (30) day period to cure said default." 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. B 61M /0 7 Name:, Title: 6 C"� C� Eagle County By: Name: Title: Quotation for Payroll Services - PayX Paperless Payroll Package AW Prepared Exclusively for: Eagle County Government eordV 10.0 8 -Aug -07 Quote Presented By: Rian Clayden This Price Quotation is valid for 30 days Implementation Fees Eagle County Client Profile Government # of Employees 475 # of Annual Processings 26 Pay expert Per Pay Charge -1 st 50 pays 5.30 Pay expert Per Pay Charge - over 50 pays 2.30 Pay expert Minimum Charge 35.00 Infolink G/L Interface Per pay charge 0.50 Infolink G/L Interface Minimum per processing 20.00 Gamishment(Lien Count 24 Implementation Fees Payroll Implementation $3,700.00 Infolink G/L Interface $1,500.00 ezLaborManager Web Hosted Software 5,000.00 1 $5,000.00 HR and Benefits Base Setup $4,000.00 HR and BenefitsRecruitment Module Setup $1,600.00 Training Implementation includes a mandatory 2 -day instructor led class (EE maintenance 8 reporting) at an ADP location and 3 mandatory virtual classes for up to 3 participants. However only 2 participants per class may be enrolled in the same class. The third participant may attend a different time/location or the class may be saved for future use. Total $15,800.00 Per Payroll Fees Base Per EE Min Pay expert Pays Charge (minimum may apply) discount applies $1,242.50 Payroll QuickView Net included $0.00 24 Hour Service discount applies included included $0.00 ADP Delivery 1 deliveries 13.00 6.50 $13.00 TotalPay included - $0.00 (includes Signing, Stuffing, FSDD, ADP Check, TotalPay) Labor Distribution, B -Version discount applies included included $0.00 New Hire Reporting discount applies included Infolink G/L Interface discount applies $237.50 Total Tax Plus discount applies included $0.00 (includes tax filing and UCM service, except appeal and hearing rep fees) iPay Statements discount applies included included $0.00 iReports discount applies included included $0.00 Wage Garnishment Processing - Service discount applies included per lien $0.00 Wage Garnishment Proc - Payments discount applies included $0.00 Client Defined MR #1 discount applies $0.00 Client Defined MR #2 discount applies $0.00 Client Defined MR #3 discount applies $0.00 Client Defined MR #4 discount applies $0.00 Client Defined MR #5 discount applies $0.00 Less Discount -$740.00 Discount Percent 50.0% Total Per Payroll Fees $753.00 Payroll Monthly Fees Base Per EE Min External Paydata Interface (EPIP) discount applies included $0.00 Pay expert Report Writer discount applies included $0.00 Employee Import discount applies included $0.00 Tax Service Additional Jurisdiction Fee 7.00 Per Jurisdiction $0.00 Applied -For Status Filing fees are $25 per month. Total $0.00 Time and Attendance Monthly Fees _Oy. Rate Min Handpunch Full Ethernet subscription fee 7 126.75 $887.25 ezLaborManager Web -Hosted Software discount applies 475 4.60 190.00 $2,185.00 (includes ezLaborManager Timesheet) Less Discount 50.0% -$1,092.50 Total $1,979.75 HR and Benefits Solutions (HRBI Monthly Fees 1st 249 250-500 over 500 HRB Advanced Module monthly fee 475 EEs discount applies $6.95 $6.45 $5.85 $3,188.25 HRB Recruitment Module 475 EEs discount applies $0.75 356.25 Discount 50% -$1,772.25 Total $1,772.25 Payroll Quarterly Fees Base Per EE Per 100 Quarterly Reports Delivery $13.00 Total $13.00 Year-End/Annual Fees Year -End Information Service Annual File Maintenance Fee Total Page 1 of 2 Base Per EE Min 4.95 75.00 $2,351.25 46.00 $46.00 $2,397.25 Investment Summary AW Prepared Exclusively for: Eagle County Government 8 -Aug -07 Quote Based on: 475 Paid Employees Quote Presented By: Rian Clayden Eagle County Government Year -End Charges Estimated Year -End Charges $2,397 Comments/Notes: 1. 2. 3. THE ADP SERVICES COVERED BY THIS AGREEMENT ARE PROVIDED IN ACCORDANCE WITH THE ADDITIONAL TERMS AND CONDITIONS OF THIS AGREEMENT. I acknowledge that my system(s) have the PayX requirments : Internet Explorer and high speed Internet access Page 2 of 2 One Time Charges Implementation, Payroll $5,200 Implementation, Time and Attendance $5,000 Implementation, HR and Benefits Solutions $5,600 Total One -Time Charges $15,800 Recurring Charges (Annualized) Payroll Each Processing $19,578 Time and Attendance Monthly $23,757 HR and Benefits Solutions Monthly $21,267 Payroll Quarterly $52 Total Recurring Charges $64,654 Year -End Charges Estimated Year -End Charges $2,397 Comments/Notes: 1. 2. 3. THE ADP SERVICES COVERED BY THIS AGREEMENT ARE PROVIDED IN ACCORDANCE WITH THE ADDITIONAL TERMS AND CONDITIONS OF THIS AGREEMENT. I acknowledge that my system(s) have the PayX requirments : Internet Explorer and high speed Internet access Page 2 of 2 CLIENT ACCOUNT AGREEMENT AND AUTHORIZATION TO DEBIT/CREDIT CLIENT NAME_t5A6-2 LLQ BRANCH CO. CODE ADDITIONAL APPLICABLE COMPANY CODES CLIENT agrees to one of the debit methods listed below for collection of (1) payroll tax obligations related to ADP's Tax Filing Services, (2) payroll obligations related to ADP's TotalPay, TotalPay Plus, FSDD, ADPCheck, PayCard and/or Instant Pay Services, (3) wage garnishment deduction amounts related to ADP's WGPS Services, (4) business tax deposit obligations related to ADP's Electronic Business Tax Services, and/or (5) the applicable fees for ADP's Services. Such debits will be initiated by ADP, Inc. ("ADP") out of CLIENT's applicable account specified below (the "DDA Account") at the financial institution specified below ("BANK"). DEBIT METHOD (Check Applicable Box): Note: (ACH method will be used to collect all service fees) 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- AUTHOR/ZED 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. 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. [YREVERSE 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 BANK INFORMATION: on the back of this Agreement. XPayroll Taxes 6�Fees for Services ❑ EBTS ❑ Other k'TotalPay ❑ FSDD ❑ ADPCheck ❑ TotalPay Plus ❑ PayCard ❑ Instant Pay ) kWGPS BANK Transit/ABA # BANK Account # BANK Name BANK Contact BANK Address BANK Phone ❑ Payroll Taxes ❑ Fees for Services ❑ EBTS ❑ Other ❑ TotalPay ❑ FSDD ❑ ADPCheck ❑ TotalPay Plus ❑ PayCard ❑ Instant Pay ❑ WGPS BANK Transit/ABA # BANK Account # BANK Name BANK Contact BANK Address BANK Phone ❑ Payroll Taxes ❑ Fees for Services ❑ TotalPay ❑ EBTS ❑ Other ❑ FSDD ❑ ADPCheck ❑ TotalPay Plus ❑ PayCard ❑ Instant Pay ❑ WGPS BANK Transit/ABA # BANK Account # BANK Name BANK Contact BANK Address BANK Phone COMPLETE THIS SECTION ONLY IF FSDD, ADPCHECK, PAYCARD , INSTANT PAY OR TOTALPAY/TOTALPAY PLUS IS INDICATED ABOVE: Est. No. of FSDD Start ADPCheck Start PayCard Start Date: Instant Pay Start reoerai iu � Employees: Date: Date: Date: Bank Disbursement State (if applicable) In consideration of BANK's compliance with this authorization, CLIENT agrees that BANK's treatment of any charge, and BANK's rights with respect thereto, shall be the same as if the charge were initiated personally by CLIENT, and that if any charge is dishonored, whether with or without cause, BANK shall be under no liability whatsoever. In addition, CLIENT authorizes ADP to credit the DDA ACCOUNT when necessary, at ADP's sole discretion, for any refund or credit amount due CLIENT. In the event of any conflict between the terms and conditions of this Agreement and the terms and conditions of any Price Quotation, Sales Order, National Account Agreement, or ADP Terms and Conditions attached to any proposal given to CLIENT, this Agreement shall control. This authorization shall remain in effect unless and until revoked in writing by an authorized representative of CLIENT and until BANK and ADP have each received such notice and have had reasonable time to act upon such notice. CLIENT Signature Q_ Date CLIENT Representative Name &Title c7� / —0%,57/I�� TX6925 (06/04) (Must be an authorized signatory on the accounts listed above) 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, TotalPay Plus, FSDD, ADPCheck , PayCard and/or Instant Pay Services), (iii) CLIENT's wage garnishment deduction obligations with respect to CLIENT's employees for the applicable payroll (if CLIENT receives ADP's WGPS Services), (iv) CLIENT's electronic business tax deposit obligations (if CLIENT receives ADP's Electronic Business Tax Services) and (v) ADP's fees for such Services must be on deposit in the applicable DDA Account no later than (a) one banking day prior to the pay date for the applicable payroll (in the case of the Tax Filing Services, WGPS Services, TotalPay Services, TotalPay Plus Services, FSDD Services, ADPCheck Services, PayCard Services and/or Instant Pay Services), (b) one banking day prior to the due date of the applicable electronic business tax deposits (in the case of *the Electronic Business Tax Services) or (c) the date specified in the "Advice of Debit" or "Advice of Charge" periodically delivered to CLIENT after such services are rendered (in the case of ADP's Services Fees). ADP will initiate a transfer of such funds out of such DDA Account on such date. REVERSE WIRE CLIENT understands that funds representing the total of (i) CLIENT's payroll tax obligations for the applicable payroll (if CLIENT receives ADP's Tax Filing Service), (ii) CLIENT's wage payment obligations for the applicable payroll (if CLIENT receives ADP's TotalPay, TotalPay Plus, FSDD, ADPCheck, PayCard and/or Instant Pay Services, (iii) CLIENT's wage garnishment deduction obligations with respect to CLIENT's employees for the applicable payroll (if CLIENT receives ADP's WGPS Services), and (iv) CLIENT's electronic business tax deposit obligations (if CLIENT receives ADP's Electronic Business Tax Services) must be on deposit in the applicable DDA Account no later than (a) one banking day prior to the pay date for the applicable payroll (in the case of the Tax Filing Services), (b) two banking days prior to the pay date for the applicable payroll (in the case of WGPS Services, TotalPay Services, TotalPay Plus Services, FSDD Services ,ADPCheck Services, PayCard Services and/or Instant Pay Services) or (c) two banking days prior to the due date of the applicable electronic business tax deposits (in the case of the Electronic Business Tax Services). ADP will cause such funds to be wire transferred from the DDA Account to one of the following accounts (unless and until changed by notice from ADP): Deutsche Bank, ABA No. 021001033, Account No. 00153170 or Account No. 00416217, or JP Morgan Chase Bank, ABA No. 021000021, Account No. 910-2-628675 or Account No. 323269036, on such specified deposit date. 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, CLIENT may be required to wire transfer funds to ADP prior to ADP disbursing funds to a third party). CLIENT agrees to wire transfer to ADP funds representing the total of (i) CLIENT's payroll tax obligations for the applicable payroll (if CLIENT receives ADP's Tax Filing Service), (ii) CLIENT's wage payment obligations for the applicable payroll (if CLIENT receives ADP's TotalPay, TotalPay Plus, FSDD, ADPCheck, PayCard and/or Instant Pay Services), (iii) CLIENT's wage garnishment deduction obligations with respect to CLIENT's employees for the applicable payroll (if CLIENT receives ADP's WGPS Services), (iv) CLIENT's electronic business tax deposit obligations (if CLIENT receives ADP's Electronic Business Tax Services) and (v) ADP's fees for such Services. Such wire transfers must be completed no later than (a) one banking date prior to the pay date for the applicable payroll (in the case of the Tax Filing Services), (b) two banking days prior to the pay date for the applicable payroll (in the case of the WGPS Services, TotalPay Services, TotalPay Plus Services, FSDD Services, ADPCheck Services, PayCard Services and/or Instant Pay Services), (c) two banking days prior to the due date of the applicable electronic business tax deposits (in the case of the Electronic Business Tax Services) or (d) the date specified in the "Advice of Debit" or 'Advice of Charge" periodically delivered to CLIENT after such Services are rendered (in the case 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 (unless and until changed by notice from ADP): Deutsche Bank, ABA No. 021001033, Account No. 00153170 or Account 00412283, or JP Morgan Chase Bank, ABA No. 021000021, Account No. 910-2-628675 or Account No. 323375847. In consideration for the additional costs incurred by ADP in providing wire transfer service, CLIENT agrees to pay a reasonable fee (currently $10.00) for each wire transfer. 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 tax deposits and filings, all employee wages, all wage garnishments, and all related penalties and interest due then and thereafter, (2) any and all ADP Services may, at ADP's option, be immediately terminated, (3) neither BANK nor ADP will have any further obligation to CLIENT or any third party with respect to any such Services and (4) ADP may take such action as it deems appropriate to collect ADP's Services Fees. Tx6925 (06/04) Substitute for IRS Form 6655 Reporting Agent Authorization "�> > (State Limited Power of Attorney & Tax Filing Service Tax Information Authorization) (In accordance with Internal Revenue Service Revenue Procedures) OMB No. 1545-1058 1 Co/Code 2 Branch 3 Federal ID Number ©,9 7 � 4 If you are a seasonal employer, check here . . . . ❑ 5 TAXPAYER LEGAL NAME Use all capital letters. Include spaces ampersands, and hyphens. Do not enter 6 DBA NAME (Use all capital letters. Include spaces ampersands, and hyphens. Do not enter anv other ounctuation.1 Address (number, street, and room or suite no.) 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 return(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, it is effective until revoked by the taxpayer or Reporting Agent. 940 941 1 100 940 -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 return(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 / D f 943 / 944 / 945 / Mo Yr Mo/Yr MOM 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 . . . . . . . . . . . . . . . . . . . . . 10b 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 F rm W-2/1099 series information returns. This authority is effective for calendar years beginning: W-2 �0 F 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 responsibility to ensure that all tax returns are filed and that all deposits and payments are made. If Line 8 is completed, the Reporting Agent named above is authorized to sign and file the return indicated, beginning with the quarter or year indicated. If any starting dates on line 9 are completed, the Reporting Agent named 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 taxpayer or Reporting Agent. I am authorizing the IRS to disclose otherwise confidential tax information to the reporting agent relating to the authority granted on Line 8 and/or Line 9 including disclosure required to process Form 8655. Disclosure authority is effective upon signature of the taxpayer and IRS receipt of Form 8655. The authority granted on Form 8655 will not revoke any Power of Attorney (Form 2848) or Tax Information Authorization (Form 8821) in effect. For Privacy Act and Paperwork Reduction Act notice, see attached. TX -6931 Revised: 01/05/2006 UZA I certify that I have the authority to execute this form and authorize disclosure of otherwise confidential information on behalf of the taxpayer. Name (Req ed 0/17 Title Signature (Required) .29-07