HomeMy WebLinkAboutC19-084 Ultimate Software GroupDocuSign Envelope ID: OCDE56AC-3186-4E43-A6A5-531614F19426
UltiPro Employee Pay Services Supplement to
The Ultimate Software Group, Inc.
SaaS Agreement
This UltiPro Employee Pay Supplement (hereafter "Supplement") dated as of 3/12/2019 ("Effective
Date"), by and between The Ultimate Software Group, Inc. (hereafter "Ultimate Software") and Eagle County (hereafter
"Customer").
Whereas, Ultimate Software and Customer entered into The Ultimate Software Group, Inc. SaaS Agreement with
an effective date of March 27, 2018 (hereafter "SaaS Agreement'), along with various addenda, supplements,
amendments, etc. to same (hereinafter collectively referred to as the "Agreement');
Whereas, Customer desires to purchase the UltiPro Employee Pay Services as more fully set forth on the
attached Exhibit A which is incorporated by reference and made a part hereof.
Now, Therefore, the Parties agree to supplement the Agreement as follows:
(1) Pricing Schedule:
The current number of Compensated Employees: 500
Subscription Fee:
$2.00 per Compensated Employee per month
The Subscription Fee above is part of the Subscription Offering and is quoted on a Per Employee Per
Month (herein referred to as "PEPM") basis. The computed monthly subscription amount (number of
Compensated Employee multiplied by the Subscription Fee) may increase or decrease if the number of
Compensated Employee increases or decreases but in no event, shall the monthly Subscription Fee be
calculated on less than 425 Compensated Employees per month.
After the Initial Term of the SaaS Agreement, Ultimate Software may increase the fees herein pursuant to
the increase provision as set forth in the Agreement.
(2) Payment Terms:
Subscription Fee
The Subscription Fees are due quarterly and invoiced 30 days in advance of the quarter. The amount due
upon the First Live Date (as defined in the SaaS Agreement) is payment for the quarter commencing on
the First Live Date. $2,550.00
(3) Term and Termination:
The term of this Supplement shall commence on the Effective Date of this Supplement and shall be
coterminous with the Agreement.
DocuSign Envelope ID: OCDE56AC-3186-4E43-A6A5-531614F19426
(4) All other terms and conditions of the Agreement are reaffirmed and remain unchanged by this
Supplement. In the event of a conflict between the terms of this Supplement and the Agreement, the
terms of this Supplement will govern.
IN WITNESS WHEREOF, the Parties have hereto by their duly authorized representatives executed this Supplement.
Eagle County
By:DDocuSigned by:
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Name: ] eff sh rol l
Title: County Manager
The Ultimate Software GrouD. Inc.
DocuSigned by:
By:M aVta T a &
FC72BA7B57904DC...
Name: Maria Tako
Title: Director of Contracts Administration
Date: 3/12/2019 Date: 3/12/2019
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DocuSign Envelope ID: OCDE56AC-3186-4E43-A6A5-531614F19426
Exhibit A
UltiPro Employee Pay Services
A. Ultimate Software Responsibilities:
Ultimate Software will provide payroll bank account management and printing services as follows:
1. Issue the payments in accordance with the payroll and payment processing schedule, as agreed upon by
the Parties, to meet Customer's payroll obligations, by way of: (a) submitting payment information to the
appropriate funds transfer network(s) in the form required for the electronic crediting/direct deposit of payment to
the designated bank accounts of Customer's employees; and/or (b) create negotiable paychecks to the order of
Customer's employees drawn off of an Ultimate Software bank account. Each paycheck will be printed on
Ultimate Software check stock with Ultimate Software officer's signature and Ultimate Software logo using the
check data provided by Customer;
2. Process file reversals, request stop payment orders and request direct deposit reversals upon Customer's
written request in accordance with Ultimate Software's standard procedures;
3. If applicable, provide Customer a report identifying un -cashed paychecks considered stale dated, and pay
to Customer an amount equivalent to any un -cashed paychecks considered stale dated, held on account of
payments against which stop payments have been placed, or which are, according to banking practice,
considered to be stale -dated;
4. Notify Customer of exceptions related to paychecks processing and pre -notification rejections, bank
requested notification of change requests, and returned credits related to direct deposit services (Exceptions);
5. Notify Customer of any errors or other circumstances in the event Ultimate Software is unable to provide
payments and arrange return of unpaid payroll funds to Customer. Unpaid payroll funds will be returned only after
verification of available and sufficient fund balances (with time allowances for returned items) by the bank in which
such funds are held;
6. In the event Ultimate Software becomes aware that Customer or Customer's employee is designated as an
entity or person for which funds cannot be processed due to banking or regulatory restrictions, Ultimate Software
will no longer provide UltiPro Employee Pay Services to Customer. Prior to termination, Ultimate Software shall
provide notice to Customer;
7. One (1) business day prior to the payroll check date(s), Ultimate Software will print Customer's
Checks/Direct Deposit Advices ("DDA") for delivery to Customer by no later than eleven AM (11:OOAM)
Customer's local time on the payroll check date. For an additional fee and upon written request by Customer,
Ultimate Software will expedite printing of Customer's Checks/direct deposit advice slips ("DDA") for delivery to
Customer by no later than eleven AM (11:OOAM) One (1) business day prior to the payroll check date(s); and
8. Ultimate Software is unable to support Custom Checks/DDA's (defined as any Check/DDA Format
outside of the Ultimate Software standard Check/DDA format.
9. Funding — Employee Pay
Prior to the "UltiPro Employee Pay Services Live Date" (defined as defined as the date the UltiPro Employee Pay
Services have been configured and is available for Customer's use), Customer agrees to establish and
successfully test debit authorization with their bank to allow Ultimate Software to debit per the terms of this
Exhibit.
Two (2) business days prior to the payroll check date(s) by no later than eleven AM (11:OOAM) Eastern Standard
Time, Ultimate Software will reverse wire the Customer's designated bank account for the total UltiPro Employee
Pay liabilities associated with the payroll. Funds must be received by Ultimate Software by noon Eastern
Standard Time. Ultimate Software shall not be obliged to release any payroll documents or to make or honor any
payments until it has received confirmation that Customer's financial institution upon which the funds have been
drawn has irrevocably honored such request for advance of funds. In this regard, Ultimate Software reserves the
right, at its option, to implement such procedures as may reasonably be required to guarantee the irrevocable
receipt by it of the funds prior to Ultimate Software paying out any such funds;
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Credits for Employee Pay liabilities will be returned to Customer's designated bank account once funds are
available to Ultimate Software.
10. Investment of Funds:
Ultimate Software has the obligation to pay Customer's UltiPro Employee Pay liabilities (to the extent that
Customer has deposited funds with Ultimate Software). The funds held in trust entitled for the benefit of Ultimate
Software's customers by Ultimate Software will be segregated from other funds of Ultimate Software but may be
commingled with funds of other Employee Pay Services customers. Ultimate Software will be entitled to receive
all net income generated on any funds held pursuant hereto.
B. Customer Responsibilities:
Finalize Customer's payroll processing before 6:00 PM (Customer's local time) no less than three (3) business
days prior to the applicable check date(s). Customer acknowledges that the data and all information from the
completed payroll from UltiPro will be the basis for the Employee Pay Services as provided for herein. Both
Parties agree that Ultimate Software will have the right to inspect electronically or otherwise Customer's
production SaaS environment to review and export data on an as needed basis in order to perform the Services
herein;
2. Review and audit all payroll data, reports and other materials prior to committing the payroll. Customer
shall correct any discrepancies or errors in such materials prior to the next scheduled processing;
3. Monitor changes to those laws specifically applicable to Customer's business, interpreting applicable laws
and regulations, determining the requirements for compliance with such laws and regulations, and Customer shall
be responsible for any changes to its the payroll processing requirements as a result of such laws;
4. Correct DDA Exceptions before transmitting payroll data for Customer's next payroll (otherwise Customer
could be in breach of applicable laws or regulations (including but not limited to NACHA and banking) and
Customer may incur fines as a result);
5. Be responsible for contacting payees to resolve payment of any voided paychecks and reimburse
Ultimate Software for any losses and fees incurred by Ultimate Software in circumstances where Ultimate
Software honors Customer's request to initiate a stop payment order but the check originally issued is
subsequently presented for payment by a holder in due course (including fraud or misconduct on the part of
payees);
6. Require Customer's employees to complete, sign and maintain any account funding authorizations or
other documents or authorizations necessary for Ultimate Software to provide Services, including authorizations
for the initiation of credit entries. Without limitation, Customer shall ensure that each Customer's employee
utilizing Ultimate Software's direct deposit service has authorized the initiation of credit entries and the crediting of
the Customer's employee account, as well as the debiting of the Customer's employee account through a file
reversal in the event of a returned item from Customer's account or any funding deficiency by Customer (to extent
permitted by law). Customer must ensure that such authorizations are operative at the time of transmittal and
crediting/debiting of the Customer's employee accounts;
7. Grant to Ultimate Software the authority to issue payments on behalf of Customer, and to take such other
action as may be necessary from time to time in connection with the provision of the UltiPro Employee Pay
Services, which, depending on the circumstances, may include but not limited to, the authorization of Ultimate
Software to instruct Customer's designated bank to stop payment and/or to refuse payment as required to provide
the UltiPro Employee Pay Services;
8. Prenote direct deposits for all of Customer's employees before the UltiPro Employee Pay Services are
activated and for each new Customer employee who elects direct deposit or in the event a Customer employee
makes a bank account change;
Update direct deposit information within UltiPro, prior to the next scheduled payroll processing upon receipt of
notification from Ultimate Software of required employee banking changes;
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10. UltiPro Employee Pay Services are subject to the operating rules of the National Automated Clearing House
Association ("NACHA"). The Parties agree to comply with the NACHA rules applicable to it with respect to
Employee Pay Services;
11. UltiPro Employee Pay Services does not include manual check printing. Customer may issue manual
checks from their own bank account;
12. Customer shall not distribute any checks to Customer's employees prior to the check date. If Customer distributes
any checks prior to the check date, Ultimate Software may impose upon Customer an early check cashing fee;
13. If Customer desires to stop payment on any check, Customer shall provide Ultimate Software with a stop payment
request in such form required by Ultimate Software. Ultimate Software shall then place a stop payment order with
Ultimate Software's bank within twenty-four (24) hours of Ultimate Software's receipt of such stop payment
request. Customer shall not request Ultimate Software to stop payment on any check that represents funds to
which the applicable payee is rightfully entitledk; and
14. Customer shall be responsible for payment of all applicable banking fees pursuant to the UltiPro
Employee Pay Services.
C. Ultimate Software Fee Schedule
Late payroll delivery: (payroll submitted after 8am ET 2 business days prior to payroll check date) $250.00
Handling/Split Package
No charge for first 5 splits, $4.00 per split thereafter — per Check Print Request
Shipping
Customer is responsible for all shipping charges, whether billed by Ultimate Software as a pass through expense
or direct billed to Customer via its own carrier. Customer shall have the option to use their own Fed Ex or UPS
account number.
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