HomeMy WebLinkAboutADP 40 tet Stan Dab l ProdCoda) Co.Code
Auto Pay Sales Order
TA%PAYER LEGAL NAME(Use CAPITAL LETTERS. Include spaces ampersands,and hyphens. Do not enter any other punctuation. 35 characters maximum.
SOCAlts
„Or of Los Altos Hills County
Legal Address cm.Stale.av
26379 Fremont Road Los Altos Hills, CA 94022
saner.Contact Email
n knee
Nick Pegueros (finance director) FDeaueroa(@lOsaltOsnllls.w qov Cindy Higby (Accounting / Ofc Mgr) FNidbv(MbwlWa I sre.eov
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ax
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city.Stale.nap County
Siang Adman(if Moroni 1.9X1
ii Sales Order basad on
30 } Paid emPloyae(a) I I Phone
Freq. Processing Conversion Annual Saltines tlnnn Fns
Payroll HRIS NurturesaLww
rs xSeach 1 Total Fee
Per Pry CyclePay%
Pay e%pen Premium Package 24 514750 5400.00 $3,50000
HR eXpert
Database Vendor
PayTotroll Tax(eaiy HR PempeOve
Check View 039) Access 97 YMcRYn
Yew DownloadNew
re Reporting
Comments
24 Hour Turnaround
EmailAddress
checkStuff
ing/Signing -
Extend p
aydGo
interface(
EPW)d Employee
tit Exchange
Payroll quickv'en
TotalPay
(ADP
Check Sluing.SRA fing,d Fit Service Direct Deposit)
iRe,orts
IPayStounmN
Report Writer
Mwagelnm Report#1(Benefit Accruals)
Management Report 712
CD-ROM(no paper) EI92.0]
Delivery24 $8.00
BeneiAccruals 20 $6 $50 15600
($0.O7 per employe/$650 minimum) i2 56250 $ �
Hi eXpert
($1.25 per employed $6250 minimum) 24 $20.00 $430.00
GL InfoLink
(50.50/ere processing r 420 minimum 24 se.]s 5234.00
Labor Distribution
W a
.e lin)(50 te&arRt Processing Service
($3.00 per lien)
ezLabor Meager 12 $60.75 $200.00 $729.00
($30 baa.plus 075 pa employee per month) l2 510.00 $1200)
Time Sheet Modulb
TOnl Per Pay Cyde o $418.bb $6.211.00
Cycle&Periodic Conversion Totals(one Ams fee) n 5600.00
Total Periodic Services Less W-2 Processing c)
bCSR-.
Total o $6,201.00 AE:
ARG q Tax Exempt A.
Roll Cell q 56201.00 SIC OMs:
Year End InfonnRon Seen $5.40 Per W-2 $75 Minimum
Additional JuoMICMn Fee
$7 Pe(Additional Jurisdiction of AWilonal Jurisdictions'.
AppMdfer9bda $25 Feu5aWkbnlh (it of stales': ) 425 FeN3Ul$balOb(Sof SO states' NO
epoeil Check
DepositCheck Amount'. DOR: YES
New Client11
Parent Co.Cod Spun oil Fmm' OM Nauru DM Code %Pea. XSerlp Region
Additions!Business Parent From:
Company of qmx'.
MLlmnal Contact of
BaRevenue 3Mmg'. Sank sans.: Wme
Bent Referral p'. None
No Snack No✓nyaq �ya •am
I. . somata Irate /IBJ .. t..y� , aas naa.r
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41110 WI
CLIENT ACCOUNT AGREEMENT AND AUTHORIZATION TO DEBIT/CREDIT
CLIENT NAME low W 0C Los A LIDS {f L U_S 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 ACM or PRE-
AUTHORIZED DRAFT may be contacted by an ADP representative to make
arrangements for a wire transfer of funds for impounds exceeding the established
dollar limit for processing by ACM or PRE-AUTHORIZED DRAFT. Such dollar
link shall be determined by ADP in its sole discretion.
0 REVERSE WIRE(All Payrolls) ADP will initiate a request for a wire transfer of funds from the DDA ACCOUNT in
accordance with the Reverse Wire provisions on the back of this Agreement.
0 REVERSE WIRE(Over ACH Dollar Limit) In the event a single impound exceeds the established threshold for ACH processing,
CLIENT agrees that ADP may initiate a request for a wire transfer of funds from the
DDA ACCOUNT in accordance with the Reverse Wire instructions on the back of this
Agreement.
BANK INFORMATION:
I� o
yrull TaTaxesees for ServlcesN'`fotalPay DFSDD DADPCheck D TotalPay Plus PayCard 0Insttant Pay D WGPSi
EBTS ctet
BANK Transit/ABA# loll0o03St BANK Account It osa0380 P.00
BANK Name Bna'K of MaltltA BANKContact MAT A Mita&
BANK Address Leos A\bS a CP 940.29 BANK Phone o V 5
Payroll Taxes 0 Fees for Services DTotaPay DFSDB D ADPCheek D TotalPay Plus DPayCard Dinstant Pay 0 WGPS
DEBTS DONar
BANK Transit/ABA# BANK Account#
BANK Name BANK Contact
BANK Address BANK Phone ----J
0 a slit 17 Other
CFees for ServiceETotalPay 0 FSDD D ADPCheck DTotalPay Plus DPayCard D Instant Pay D WGPS
BANK Transit/ABA# I BANK Account
BANK Name . BANK Contact
BANK Address j BANK Phone
COMPLETE THIS SECTION ONLY IF FSDD,ADPCHECK,PAYCARD,INSTANT PAY OR TOTALPAY/TOTALPAY PLUS
IS INDICATED ABOVE:
Esc No.of Employes: FSDD Stan Date: I ADPChcek Stan Dale: PayCard Start Date: Instant Pay Start Date:
Bank Disbursement state(11 applicable)
In consideration of BANK's compliance with this authorization,CLIENT agrees that BANK's treatment of any charge,and BANK'
snghts
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 ODA
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 recei�veead such notice and :'- had reasona•le time/
CLIENT Signature rod • : t po ch notice. 9/N/(1 Y
A i.. l a L.. Date /�� " ,,.s f�,����
CLIENT Representative Name&Title I �ff.N0/t3 M. 1''LWY05 J `rs.rI t.War11
(Must be an aajborized signatory.. yyaae a�ecoun listed above) 6.1.181. r,•_.,•„- '
HPaeitt l)iffM'f' Puzn`vas0'r
B-54-
V
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): Bankers Trust,ABA
No.021001033,Account No.00153170 or Account No.00416217,or 1P 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 Pius 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 am to be wire transferred by CLIENT as instructed by ADP to one of the accounts located at the banks listed
(unless and until changed by notice from ADP):Bankers Trust,ABA No.021001033,Account No.00153170 or Account 00412283,or 1P
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,(I)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.
ave Z/Z-
Sub/Mate for IRS Form 8655iso 4
AFIP Reporting Agent Authorization OMB No.1545-1058
(State Limited Power of Attorney & Co/Code B nchFeder m Number
Tax Filing Service Tax Information Authorization) h_6 2
(In accordance with Internal Revenue Service Revenue Procedures) q 6 0 a4- I°C I3
4 If you axe a seasonal employer,check here - - ❑
5 TAXPAYER LEGAL NAME(Use all capital letters.Include spaces,ampersands.and hyphens.Do Dor enter any other punctuation.)
Tov[ 14 OF LoS ALT os k! 1 LLS
6 DBA NAME(Ilse all capital letters.Include spaces,ampersands,and hyphens.Do not enter any other punctuation.)
1 aIv379 W. TiEMona RoAb
Address(number,0x[and mom or suite no.)
LOS ALTOS µ ILLS CA 9L4oa2
City w mo/state and UP code
REPORTING AGENT:ADP Tax Services,400 Covina Boulevard,San Dimas,CA 91773, ID#22-300605/,800/235-7212
ADP is Meshy appointed Repaying Agent with the authority to sign and rile employment tax remits and make deposits electronically.on magnetic media,or en paper for the above used uxpayer
w fetal,rte.and lead is tit lois.ADP is authorized as a designee of the taxpayer to 11=1ve notices,correspondence,neoaaipy deposit frequency data,or other informal®with respect to
employment tax mom's tiled and deposits made by the designee.
This authorization shall inelod the appopie¢Stale and IoW forms and the following federal forms,beginning with the tax Period iminbt and remaining in effect tategh subsequent Paled,
until Be taxpayer or designee notifies the IRS that this authorized=is terminated or revoked.If the name'is required to fie a roan elecnmvinlly or to submit federal tax deposit data
eecn®Wy,ADP is required to Se the ream and submit We deposit data elsmvimuy for the taxpayer.If the taxpayer is not required no file or deposit electronically.ADP may file or make
deposits on the wpye's behalf is 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 ret(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 instruction 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 / 940-PR 941-PR / 941-SS / 943
Tax Yen On/Yr Tax Year to/Yr Mr/Yr Tax Year
943-PR 944 944-PR 945
Tax Yew Tae Year Tex 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 ret(s) for which the Reporting Agent is authorized to
make deposits or payments. See the instructions for how to enter the month and year. Onathis authority is grated it is effective until revoked by
the taxpayer or Reporting Agent
940 941 943 / 944 / 945 /
Mo/Yr Mo/Yr Mot Yr Mei Yr Mo/Yr
Disclosure of Information to Reporting Agent
lea Check here to authorize the Reporting Agent to receive or request duplicate copies of tax information, notices, and other communications from
the BLS related to the authorization grated on Line g and/err Line 9 . . . . . . . . . .
IOb Check here if the Reporting Agent also wants to receive copies of notices from the IRS .1
Form W-2 Series or Form 1099 Series Disclosure Authorization
II The Reporting Agent is authorized to exchange otherwise confidential taxpayer infatuation with the IRS, including responding to certain IRS
notices relating to the Form W-2/1099 sores information returns. This authority is effective for calendar years beaming:
W-2 1099
Tax Yew Tax Year
Authorization Agreement 12 Signature of Taxpayer or Authorized Representative
I=demised that Wit area=dm not reseve me,as the taxpayer,at the I cent that I bare the authority to execute this form and authorize Meade of oche]Mrs.
rapae®Oay to tame that an tax rdmu are ted and drat all deposits and confidential mfcmetion on behalf of the taxpayer.
ppramb ere made.If Line 8 a completed,the Reporting Agent named above is
authorized m sign adme the return WGmed.be*mug with the quarter or year /r/t6NOLAS M. PE(j tteg05
indicescf.rimy staling dans on Ike 9 are completed.the Reporting Agent named
above is authorized to make deposits and payments Manama with the period wine(R quina). 1P,MG E V i 0.Ef r01 ,
indicated.Any mtherivdon granted remains is eft Emil it is revoked by We '
taxpayer a Reporting AgeI m emhcdsm disWx
g the IRS otbCOOL-ofi- ' I Fy
death]tax ufamdon to the Reneging Agent miming to the authority granted on ,g F u VIA
^Few 1t//
Line B sod/orUse 9Qlodmg dsdonre mated b Worm Pam 8655.Disclaim sign tare
ambodry is effective qtr sign/Minsign/Minof the taxpayer and IRS receipt of Form 8655. (R°fid) S�'
The utility Wand m Poem 8655 will not tevIX¢any Power of Anoroey(Form '/M l �utarerb
2948)et Tax lnfawdon Authorisation(Form 8821)in effect Dale(Required)
Pa Privacy M 1 Paperwork Reduction Act notice,see attached. Tot-
1/
UZA 0
TX-6931 RmN.:OI/O5/2Art [e,V
Pan I-Tax legal Copy/Taring Audmdty Pant-Client Copy Part 3-Payroll Cecter Copy
N v
fiENtRE
ezLaborManager Sales Order Form - Subscription
ezLaborManager.
ADP Company Code: Order Date: Order Type: New Client or AB Promo Code:
E Non-bundled p Stand-Alone p New Client p AIB
CLIENT CONTACT INFORMATION 11 lT
Company Name: TOWN OF Los Alms Pill S Contact Name: Nick 1 E4G leDID$
Street Address: ae3l9 W. Fga&0NT IZDA) Contact e-mail Address: "PE9 NP.ybsPloS414s314111%.(0..9oyy
Cily,Sate ZIP: UA pLrDS t{1us. CA g4O22 Contact a l 4E"b - 951 ;-1r1 S"
County: Swum C.ta&Zp. Contact Fax t: (/PS-D - 941 - SI&0
CLIENT PAYROLL INFORMATION
1.ADP Payroll product(check one):p PCPR*Pay eXpert 0 TotalSource 0 EasyPayNet 0 EasyPay Teledata 0 AutoPay Teledata
2.Pay Frequency: 0 Weekly p Biweekly Semi-Monthly 0 Monthly Date Client Processed 1st Live Payroll:
3.Total Number of Employees in ezLaborManager Database:30 (based on Sam of a.plus b.from below)
a.p t of Employees punching at the Timeclock/HandPunch h..(#of Employees entering Timesheets via the web, 3—)
PRODUCT ORDER INFORMATION–Effective July 1,2007 ' -.
SOFTWARE FEES:Based on Total Number from above Software
$n Instructions on page 1 beton completing Pee Section One-Time Monthly Subscription
Fees Fees
Minimum Setup Fee I $200 S 2 co
ezLaborManager Web Internet Services–$30 plus$0.75 xSt employees(from 3 above) $ (DO 7f
Timesheet Module $ 10 $ /O r w
7 Benefit Accruals $ 7 $
O Phone Module –Required Sprint Setup Fee $100 $
I Employees on Phone Module: $2 per phone employee per month $
Note:Sprint bills client separately for long distance and local hes along with any additional surcharges Software Totals $ 200,. $ ')D. y.,.
i
TIMECLOCK 2000 FEES: Tlmeclock 2000
Cannot be combined with HandPunch Readers listed below Timeclock Monthly Fees Monthly Subscription
My Description p Direct Wire p Modem p Ethernet Fees
ATim 2000–includes 25 badges* $ 54.00 $
Add]TimeClocks $ 49.00 $
'okect Wre Tnne-lock maces with 100'olable GOOF(must provide own cable for Modern S Ethernet Timedoc Timeclock Totals $
NOTE: A shared rax line requires the telephone line sharing device listed under Accessories on page 2.
HANDPUNCH READER FEES: HandPunch
Cannot be combined with Timeclocks listed above HandPunch Monthly Fees ,_. Monthly Subscription
Ory Description ['Direct Wire p Modem ❑Ethernet
HandPuneh LE Reader' $ Tq� >‘..Fees
Add'!HandPuneh LE Reader(s) $ 69.00 FULL HandPunch Reader(for gate access) $14q00 Add'!FULL HandPuneh Reader(s) $139.00
-Includes RS422 data converter HandPunch Reader Totals
Direct Wire HandPunch Reader comes with 100'of cable Client must provide own cable for Modem&Ethernet HandPunch Readers.
NOW- A shared tax line requires the telephone line sharing device listed under Accessories on page 2.
Payroll Application/ IDI Interface One-Time Software Monthly -Time Software Monthly
ADDITIONAL SOFTWARE FEES Version' Formal Number Fees Subscription Fees Subscriotio
101 Timebank–Pay Data Link for"A"payrolls $250.00 $12/month
Additional Import Module(for specific payrolls)- $500.00 S12/month
Refer to supported payroll list at blip Unwin/idesign.com/ado Additional Software Totals p/ $
fff///
PAGE I OF 5
V V
CLIENT CONTACT INFORMATION
Company Name: Contact Name:
ACCESSORIES
ON Description of Accessories Unit Cost `ne-Time Fees
Employee Badges(pkg.of 25)- Order 1.5 x employee count $ 50.00 $
Bar Code Stickers(pkg.of 50)-Order 1.5 x employee count $ 12.50 $
Badge Racks(set of 2) -Holds 50 badges $ 50.00 $
Badge Racks(set of 1) -Holds 25 badges $ 30.00 $
250 ft.RS232 cable-Needed for direct connect timeclocks or HandPunch Readers 101-250 ft. $ 5000 $
UPS Battery Backup and Relay or Timeclock 2000 mademrethemet and HandPunch only; $ 140.00 $
required for HandPunch gate access)
Telephone line sharing device for modem timeclocks. Mows clock to share same phone $195.00 $
number as fax or answering machine.
USB Converter(RS232 serial to USB)for Hand Punch LE Direct Reader&Timeclock 2000 $ 48.00 $
Direct Connect
HandPunch Enclosure $300.00
HandPunch Heater -
$350.00 $
Accessories Totals . $
•
SYSTEM REQUIREMENTS Minimum system requirements must be met for all wontrtations
utilizing art aborManager for order to be processed.
1.Do you have an intemet connection already established? ❑yes.Please specify: O No. ..
(e.g.AOL,MSN,Earthlink,AT&T,Verizon)
2.How do you connect to the Internet? 0 OSL ❑T1 or T3 0 Via Modem
0 Frame Relay 0 Cable
❑ISDN
3. Is your PC web browser Microsoft Internet Explorer' 0 yes.IE v5.5 SP2,6.0.26 0 No,IC v5.5 or lower
with language set to US-English. ❑No.Netscape Navigator
❑No.Macintosh/Apple
0 No.Other
4. Is your PC using the Microsoft Windows operating system? ❑Yes.Windows 2000 or higher 0 No
5.Please be aware that ADP Timeclocks and HandPunch Readers:
-Are client-installable.Each clock or reader will be installed by the client.
-Cannot be mounted outside(except HandPunch readers when the optional enclosure and heater are installed-see Accessories).
-A modem timeclock requires the client computer have a Modem and be connected to a phone line,to dial out to timeclock.
-ezLaborManager does not work with Macintosh/Apple PCs or the Windows Media Operating System.
CLIENT AUTHORIZATION
By signing below,I have read and agree to the ADP Terms and Condibons as stated on pages 3.5 of this form.I also understand that I will he billed$25.00 upon
initial shipment of timeclocks and accessories(subsequent orders will be charged$9.95 upon shipment).
Approved by: Printed Name: Ede: date:
fl4 i *F Ntkdlu M. Pi/an/5Tc'nanu Tt iee.har 9/N/o$d
ADP SALES REGIO IN ORMATION
SA SA&ala Client's CMdad
SA Name SA e-Mai Address: Cole: SA Phone t Reglan t- Procassing Region Name:
NOTES
The AOP imp IS a registered videIY[el ADP e W nh Amok].Inc.
enAWaavyer fmyPr anO Autpry are rtoi9up innenwk d ADP.Inc
Px other nerice MM1S and I ravenwa ane IM prDeM N Mir 2fMM owners.
04-23O7A57 Printed in USA m 2007.2006.toy,2004.2003 ADP Inc eziaborManager Subscription lone
PAGE 2 OF 5
V
SBS ezLaborManager°TERMS AND CONDITIONS
I. Supe of Agrt<mene shall pay ADP for the products and services added by Client after to date hereof at
ADP agrees to provide to Chem,in accordance with these terms and conditions and ADP's then prevailing prices fon such services.ADP stay increase mites at any time
any exhibits hereto(collectively,!he'Apeemmt"I,the dais colkction devices listed after he Initial Period upon at lean 30 days prior wnnen notice to Client if such
in the Sales Order.imludmg but not limned to any data collection devices such as change is pan ofa general price change by ADP to Is clients for affected items.
vneclocka and HandPwdrce, ("the Equipment") and any software contained B.Client shall pay monthly,as invoiced for the use of the TLM Products.l"MwiA
therein or application used in eomecuon with the Equipment or accessed by the Fee"). Such Monthly Fee shall include maintenance of Equipment nt
Equipment twrgl the Internet or Intranet(Equrymem and software oeapplicanon is lard,and notpaymentialMonwpmet-
and relined services, collectively refereed to as the 'TL,M. Products'. Anypurchased,t m Client Client shall its re aninstallationby ADP ndset
greement relat ) hod th<fm eh qui f itpmmt i°sWM an asimYs prtmion ai tena Ie ofient
Crovitidoe of tM1ia A frog m the Equipment shalt cot be ? Purchases the MSEquipment,te shallpay annually, ti
Client does not obtain Equipment from ADP Equipment unlns it executes a waiver as specified in Sectimed,�Dl2. armmax<olty
Term5. Meat;Taxes
The netball term of this Agreement shall commmu on the dare hereof and shall le There shall be added to all payments hereunder amounts equal to any applicable
monrAwmnth basis until ft:maned by ADP m accordance with the taxes levied orbued on this Apement(unless Client provides ADP with ryptPriue
proviiionsofSectim 13 or by either parry on et lean DUD'drys pnw written notice. =anthem=tautest,exclusive of tam baud on ADP's net income.
B.All invoim shall be paid by Client in full within 30 days of the invoice der. If
3. the of TLM Produce. Clint tails to pay any mount due wider this Aby acmbatim or
Ae1 mien thati wig wProducts the TLM cts Mamorure with to Agrmn
rn and n
lvwise,Client upon demand,shell pry intense a st the rare whether 18%
arty odic nYmmWwry qme a livor,licmu tmmnmchedheret Appendices. montperhxmqunt
e lin due not Junior coxed Mmwmumfallowed
mnt(scam such bl tt y
made amalt Client
le by ADP r itshansbennot lmu¢d mremClan;Seln Order amountfrom, the due damnmafuntil ay dare°(mpnnn Client payaelilaon
madeavailableto CteubyADPdumlivumr its own T n} ADPto-°cry andft! aoonADP cogincur,
mo tsincluding interest and reasonable
BDClint°waIcordancwi Products only ten its own Mensalvse proper beds to money's fees,in taking action to collect any amounts due ADP hermit
omWm iis accordancevie withMupdrtmmt and will not sell,levo,allot socia to
inludmgwie Amidethe TLMyProducts emairygrim therto(,to any third parry, 6. Installation.
CGubn6to tonlimitation,ots Agreement
reeine stand thea Client shallJn Equiimnt.install ebusme day f,wiring evecabling rehired p
C.Subject
nmaetmor ofNUAgrvumlceneto Additional TTNPoADs grants to or as installation Equipment.Thea busmen day fhaswmnthe ced on whichworking
Client<rChan
Chem revABMs
tolicthe use odRM Products provided or as daaicord ere with
determines that the Equipment Mn been placedrasin good working
hereunder.. Dint receives no excp the TLMssProducts or any intellmuel older Eiupomtmewid ADP'sdhe standard irhbGlaoopovideenut mre13Aylafla
prprry°(ADPhtirelicrosmtpt asexpressly stated herein.ih NIi Ptod°W em Equipment isdeliveredcosievetth Client bits topmt&the tet required irWpties
or pe licensed
ens rights relating othe TLM Proembctsody
is de pro nete r on Fe Imre vmmremell be considered the'"Warranty Cmmen[wm Dye'for purposes
m try codas owned property,and are pry cie copyright
opy,trade sand of this Agreement
i
technology,of yri anm ie,tarwell rider protected by wryry and
iamonadwW copyright btas well as ether ind covin pon T laws which 7. Auk of Ins;Title to Eanipmmk Maintenance;Etc.
-paid things,prohibitthe P Mr the
TLMzed P andcopying of any TLM Peccant C.No Inst theft or damage nafter this Am of the Equipment to Client able)rfix any
The(sitesisdeClctt°ADP he NeTLM Products irctuvra(herin fee that suihInmmara eordtimuunMMadgresof cast'Client shall be liable fm any
Adentditional
encunds. m use the TLM Products a set !oral herein w any such loss, not
m(rtgudleu of caused
D.Eqi icons,
B.Cam shall not makeby
D.Equipmentedparagraphs
and fully paid fm by Client isnot subject to the renrrmre to the Equipment nor shalanylier°removesenor attachenryice theh place
eo ADP
on use contained in paragraphs 3A,3B and IC above, installation without ADP's Equipment from plveer Climes
precautions to prevent the loss of or alteration to clientEquipmentpntmmn nDPal buinestMn tetheragrapha
E.ADP will take reasonableright to
data ' togrpremises
to inspectytoEqui previously
normal and
uy paidat This B
Mina ib in the UM Products, includingty such lossror alteration.Gak-up C.litho thlymEpentempmiin DP EuiWClient
nt�ph
p°aringl, ali n w unm gevmtte eeset airy rya n re C.Tiretan, Equipment shall remain in ADP The UNby attachment
Accordingly,Client will turextentit deems aneury, orimain a procedure shall un. Equipment is,waiversanor consents
at all tithes
animal to the TLM Products Rr the reconstruction of lost altered data(e g. other separate item ofpeynd property, its ats[M1mmt ro
equipmentmanin
or real property. Ceient shall toith any
nCg Pmmmle tdata input intoau,e)all arylcuu reasonably paragr by ADP t give tt effect the intent of the preceding
si Client i Content. "Clientd Comae lent stun (i)all is a human resource and sentence.This Client.paragraph C shallnot eptly to Equipment previously purchased M
similar information provided by Client orm its agents or mprgam includingkD CPvd for by tangs
transactional end
any tarpisormnnukot
rade emqurvie by Clint.gm O Clientnaunderstands ADP, or its designee, en to ADP's mens Hardware
and designs ram,
(iii) other, information or meta hls providede by Cwill Enmesh mu services for the Equipment and
whetheri°utumlegn image.cm behal,tatthetato Mifus"nd mtryTLM, ofte forth fothin Sridthat n1soli maintenancetakesleffx thecstohfsuch
whether included oxen buteP npn belWfogelis. s partowinspropsmuan ofthe wmamyhnyth in of die Mn. I(ty EgIfCmmtisraz{the Equipment,such
aipyybh Client or my of its .agents. The following provisions shall ispn may
borb Fa. If Client naavostyE pmme
Contentapply with rtrpeuroClknrmalnaana.aeai[< Ir pat
i.Client shall be solely responsible for umaintaining g p maintenancemint is optional and wry be obtained at a additional mw and a separate
Updating andrmin atdn completeness °mmumatmmance ante applies. AbyClientweu the purchase oto mayn terminate
W goftlarynr all
mshall indemnify holdaction
bAgant AIDS& of endefthi then ADP" gwancnuxgeroADP is not
from and against airy and claims and causes of°nim broughtits receipt° by providing
including any and all damages,loves,expenses,attorneys fees, s and liab ties required3days pinsthe nd of the cumin annual coveragea period. Ao s m
sustained by ADP,n the extent that it is basedovetto rebate to Client a Client maintenance fees relating to a current or prior
upon claimorothany Clientrtaytgm coverage period.(NOTE: I(nceselects the
infringesftviolates any Paunu,xgynghu,days s>1na.maAu pmpnnaryegMh terminatespuGhu' option but°pan nam
as hereunder,DPsde
of provided by
Clientttird shalparty.
be reymsibk for obtainingall requiredADP at Client's ili ern ole be subject to rDPr than current far such
display
nMghatulicensesto ey serviceswhichpwisl likelyn E<sied in
preceding
theannual
exe<ueM1a
ams to all Clienta Content in connection with the ns Products. Clientifhereby maintenancesten, ceimn described the Appendix
seA)tma must
ecute a
genre o ADP a.non-exclusiverpr duce, yyabcl license to use,cop.modidy adapt, waiver of maintenance services sk set lossnth in A pix A) Client shall bear all
translate.cermet publish,rsreproduce.copy toprovide
back up copies)and displaythe delay /toVpe^
the Client CmmssmnnWly necessary mp°vnde TLM Products or perform the relaady delivery/shipping costs and an ei of cueing rM1ipmmtidelirery or Egnipmnt
Services covered under this Apament ng complete
unletuipmttshall durngmiral bsiesdours. to ADP
ii Client and its employees shall not include or provide io ADP for inclusion in safe and theEhm access teeo from
defects
eectstmatenal ad workmanship
hollows:
TLM Reins dry Client Content which is obscene. offensive. lilImaintainns Equipment b fix del cp in specifically
and eohmenb l as follows:
threatening,malicious,which violater lation or any ce orppire.Ohhf'res designee's
e igas'sopien.without excludedbelow)shall be
or
& air applicable exposesosADn uy abor.prcarrt hat.at ADPpmit;assn
contacti aliiary or other third pm mein or whichldehor ins m ADP tcivil Clientbst and providthe that suchuihmm has been
option.without accordancecodfor parts y
or criminal liability ADP reserves the ngFt to exclude or nnminnlY remove from mep°L YhmWleeWmaiotetae by
providednA Additional
nalEquipment has been used in nwithany
any TLM Productpreviairy teim Content which it determiness in it sole yxe beammtnoo or abuse
or am Tema provided by ADP u its designee and has nor
violates the previous sentence provided that ADP has no obligation to review or been subject to abate n tmpering.
monitor the Client Content Iii)Die foregoing B teand replacements may he made only f by ADP Or is
very
e
e
desi and will madeonlyafter ADP or designee isnotifiedot v problem,a Chart's. receives ifrom Clientof the Equipment(whichthisneyaallsiltA SpecificoIpropa for the TLM Products areprovided the Sales Order or other provisions of p B above!az issue and determinesthat t results from Ltirproposal and shall be v at the rates set forth thereon for the first six defective materials or workmanship. Notwithstanding the foregoing.ADP wayQuireaidtrydmmansrtemms orecpMnCienlasmainPnocidlin deliveratmpenryrecto he Item for eiose while such determination is Wecificptma,',dines or Marlines/(he "Initial Petard Client beig made with respect to tOe Equipmet inClient's
ueseon
g s t y s PAGE 3 Or 5
V V
Ilii)Repairs and replacements
requiredss result of any of the following shall not ry.
10 N'ar an .
he included in the foregoing mainlmance un ices and shall be charged at ADps A ADP represents and warrants to Client that the Equipment shall be free from defects
then anent rates: a)Damage. defects or malfunctions resulting from misuse, in mumvl and wminwsup at the Wavy Commencement Date las defined in
accident neglect,tampenng,unusual physical or electrical mess,or causes ether Secnon 6)thereof and for 90 days theralb
than normal or intended use,b)Failure of the Clint to prim We and maintain a B.EXCEPT AS SPECIFICALLY PROVIDED,THE EQUIPMENT IS PROVIDED
wtabk installation environment, d Any Jtetanons made to or any devices not 'ASIS'AND NEITHER ADP NOR ITS LICENSORS MAKE ANY WARRv.TIES
prodded by ADP attached to the Equipment.and dl Malfunctions esulting from use OF ANY KIND,EXPRESS OR IMPLIED,INCLUDING.BUT NOT LIMITED TO,
of badges or supplies not approved by ADP ANY IMPLIED WARRANTIES OR\IERCHANTABILITY OR FITVESS FOR A
E In order to keep the products current ADP may,from ume to time.((alone PARTICULAR PURPOSE.
maintenance um rearm tu
6a and other upgrades the TLM Products Client is then g.
ADP
will perform these upgrades on Client's behalf foe all hosted products. For II. Confidenriallry
n
mHosted products.Clint will be required to email the upgrade provided by.ADP All Confidential Information disclosed hereunder will remain the exclusive and
in accordance with the wnnct notice provided to Client. confidential property of the disclosing pony.The receiving parry will not disclose
F.Certain terns in this Agreement apply only if Chem leases Equipment and cenan the Confidential Information of the disclosing perry and will use at last the sane
tams apply only if Client purchases Equipment. IfClint initially leasers Equipment degree of an,discretion and diligence in
f
and subsequently protecting Is meCdennal Confidential Information e
u9 Y h purchasesedEquipmentand for such Equipmeny t me tears pmem me disclosingingluny
ill et It tinc wilt rtpa to as own rmntto is employees
mloiee and
applicable by Chpurem
shall thereafter apply ato the pmEqei t hiriize party will limit accessith m Confidentialand Information to diem
im to keand
purchased Clint in lieu o(tM1etmna herein applicable to Equipment information
fonsstl confidential. wiAvtxedm know will instruct tAnnm keep much
ins n xm
B. Renin[elTnni termination
Notwithstanding encnpastygaMe Waiving naryeery0disclose theheMACS'S
whatsoever.asoevelY lien tmm�naaion or cancellationense, of ththe
Agreement.for any reason covered iythisA disclosingeme -
con e 1 to the extent necessary to provide w,as
accordance
clientP' mall, nIn expense, quwnnt TLMll b Products to ADP iner coveredby thisAgreement.discmueprovided
notlwmseisbkamm.third parry ib) 0 he
g¢acon¢rathADcei�enot Chenens TheEquipmentwear arenmmed mADP ient extent confidenceift compwewuyylwquel.egrathe eixlmng Ykiabllt It.
good condition sareceived fry hem normal unhands
andds Equipment
excepted. In the nen piropvry to mm
the Equipment tsmrmm�Climregrtesto purchmeme Yprtvnilirtg (c)as comply with any law,rulS reeutlanm or ruling Wpb[arlemlt
manufacturer's suggested retail pace.This Section B shall not apply toanpId)treett g to a spery summary e,r to theea mm suchet,connection with any
Equipment litigation,nted to)relating to any affiliate carpof m si renglga this
pevioWr WrclvrW vd 6dlrsad ren by Client comauedta illMate.ex)n neyssarofthedisclosingce party msaWeymJ
Apoamereand
et to are�reninayryte remiinitpattM1wiuWerthis ABtammt
9. Alio Access/Hosting Cgmthe ialuInor disclosingtdisclosing
sigeipirt patty will in itsroJ.
A.Client and its wtat a dthroughConfidentialInformationof the m.ysurdestroy
employees,may access TLM Products the party that is � its possession.
websiteintenvel or an mean (if• atio')M1rattlby ADP emMWesfti Client as orNotwithstandingiles foregoing ADP may s confidentially
forregulatoryhereunder
Provided n Mid l ed incessant m put ins'on MWdB ts is ADPdueeitime ane ti bio ap ylm, pmridee ths ADP's emfi@miJiN o6liPtim Aernnn
ettlmv Mcd pleenssofny CliemrnmwlelSue thatADPby dues not reviewcontinue purposes
the emarymaaagry thao(my submissions Sue made byCliatton Client's Fw n oft co f(ntii Supe, 'Confidential Information" dill angst. all
employeein-are.f ee1peearoductsa its nk ngvatediA Psubmit esf o verify
the infto ormation r receiving pay
confidential ipopnmaionumn the provided by du tss but dos not
b'Myand cothe pLNgMuns®dmyton submitted
Pxeiees or ployinclude
rvOnfon Baon that
use irady known
ywith receiving
RWu[vbmdxanot
oe
snnryWw.gevuv o(aryw mndtniimeon Ctimrwits employees ihatueoilisfwmmoy avuJruly Fmbli the thaniasaesult ffdisclosn by
Clint wkmvdMges roa by Malty communications relationship
the Site no thatebecomesvgenerally Jo o rodvgreemetMd(ithan ssvmWton adisclosure
as beco
confidential fiduciary, aM con contractually q'
Y tit toi h or other NWmWiP is ahem the receiving runmgipaty oflbwaisAgeemem,mntiii)iiscmmngoprtananon-
MweaADP ratCTrnl oftranther miosnsoerlhieoHreenaa lo he uarantedien commwmeasnviypdtnBomvwuaother of mmt4tixlouds allparty MW
ohwgeWesmv wain oSuamtlixvssem theauthorized
users
secans willibemauied.In confidential sses.Confidential a information
nfer loo of ADP also includes rel o ADP tradeo
order to arcwmtend unxmead,orientand its aWteimlweariers be requiredtake
trentpmuur tiinf rmatoerr'ed ordocumentationb ADnwMmfdWw
provide a name unman nd password. eient o will cared itss wars to SI any mann or product information finished toiClient ADP Confidentiale
whom necessary to feuamaintain the privacy theirofuwuswor i password.including.n. Information of Client also includes all personally identifiable payroll and employee-
without pice. liiettiill Mann authnrumes tandnaawordtoaprimeane woe level dabs.
Pram. Giem willMann its ardmn�umg tivsthe ien'tam they have reason
toWieseduianD?.ADP is eve party has accessto
ace account,Iernewin Ix. Limitation le wgaiio
promptly orr iADPADPisfinenuniibkns through
the access to et or Internet,(in A.ADP9wleiong10(A)isaueo(mo conga,
oreplace.atADmdwvmaiy
interception diaemggmve Int tit InInirde to monsClInients dam ADP may set ecNinsesiADP's agflstshall eioimy under repair
tmueemwmuing'aoptimadedar
or{mite of dna or ay
f i author ed order top pen Client's odADP may ardefectivefor
imam Amon aggregate etwise)under any circumstances
Agreement es log any[Janda
Intpntl Client's. l.without o(iaotimiW uuse ves tige TLM f any br tie tof type o
Intmm innru tiaitly, notice, pending an investigation. if any breach ofn"aBm(nu"`a'Y vromemix)wdermYciawnnartcn fmdarm of any
type or character mark by
excluded
Clientm i
eaarising
ioff from
or
related m
touredmanyb is suspected. Products will limited to the lesser of(i)the amount of actual damages incurred Web Hnvinu$winr by Client m 00 the erragemonthly[M1VPq for one month t, ha affected TLM shallProduct. ADP wilClint acsrreMntlJNent e applicaovumfaeelign. Provisehostingemistemincluding hardware and software required such crcnis will beappttauJinc wkpnmtADP urvie fees.The fueumntooSale Site esY ')and operation and requited mdmopvof miutiallroapdlyoernW damages incurred by Clientas a direct result
)
li
on
t
such System. Client alnowFkegnh l System not be to provide the mmina, or fraudulent acts owillful misconduct of ADP or any oi
asimioy servicesm rcmawdthat Client isno rights therein. employees,The wwegoindgtionschllne clinun
oDdliability DeployTLM otherclients
licensed by the Client v Uniform Resource Agreement
gliemee withstanding hefwrmo(ay claims made hereunder leg..cmop
not IURLI ADP discninrMmdemndoy negligence or nhewiuosWconstitute Client'slOk remedies
Client
orts
or
iii. lnthe att ahthatmP dixmusandtwgto ADP LLMyPiamgwn B.ADP=Ade not be liabledeemed
tbe inhoflsramyeelryor failure to the System is enuwr noutageccthat-ELM Productsas carom! uftas Agraement or for nwnyrm of service resulting.,directly or
sgamiisssuea.eokdisymflymmoaasulisueeaasoon a in Eonycause beyond ADP's reasonable
tly
m
B
O
D
i
b
ted
ro
te
ble
possible,gvirgpimeyroomtgausignificantoperational issues C.INNOTAENTILECTP OR CLIENT RESPONSIBLE FOR STRw. Use
cwmmvaWy reasonable efi s to make the System available for the INCIDENTAL INDIRECT PUNITIVE, CONSEQUENTIAL OR OTHER of availability specified inSection 9 B Ir)(Hours of Availability').
aie yiSIMILARDAMAGES WI N THE OTTER MAY INCUR OR EXPERIENCE for scheduled maintenance and any loss interruption ofthe System N ACCOUNT OF ENTERING INTO OR RELYINGON THIN AGREEMENT
due to causes beyond the control of Amp or which are not reasonably INCLUDING,
N DIA BUT NOT LIMITO DAMAGES FOR BUSINESS EXPENSE,foreseeable by ADP cn not Idinem failure or LOST DATA, MACHINE DOWNTIME OR DAMAGE TO CLIENT ORhmoth or hgual swminor links, fmer do downs or CLIENTS CUSTOMERS CAUSED BY ANY DEFICIENCY,DEFECT,ERRORniiea or unauMnud Minnow. In order to perform requiredSystem OR MALFUNCTIONIN THE EQUIPMENT,EVEN IF ADP CLIENT HASamwegMSysawill rothocfor hems o6hedhweoe BEEN ADVISED OF THE POSSIBILITYWSUCH DAMAGESHous o(asaand a corm nodt0the Client for one periodmrxionl weekend as required by any infra/Jointure change ADP I). Default by Client Remedies tray Default
Customer will notifythe Client oecunscheduled System
dawsnema as If Client veults in thepynml of any sum of hereunder,11 ii)hie to
lpniWleof the
SmceerxbMmres unscheduled downtime,ADP
o iS.ADP install. Bmode,adisuneethe Equipment front ChentagiingmmPmnwilwork diligently to comm Me problem until iis resolved and the System system.By defaults in the Rr(nceofany other of iobligations tinder thistavailable Agreementor Oil commits an Sc,ofbeam-payor becomes the wbw ofany
is
shall be responsible for establishing and maintaining a secure ofoutbeine opethe BankmgeryAct rob mxhen.orifxtnatlnormlfm alefewsyaem, hsand)include physical security. of Client's property becomes arbiter to MY levy.minim,assignment application wlogical security necking firewJlaewnpoonand password access canvoll, sale for or
on an money as r any em Site by any creditor or governmental a agency,then.in any such amt ADP.at
and intrusion Minim.Honestrmllanduryfor the hosted product is 24X7 laogimmay is gregmett.I)harday Client'stIsgremn ithe s
MRNune
except Sunday lxm to 6vn Eastern Time lbnto osis sion of l q whether.or not Agmen such ur lose
mtmediatevpmumm of the Equipment.wherever saluted.mtlsfvi purpose
PAGE 4 or 5
V
enter upon any premises without rabthry for so doing.Id)sell,dispose of,hold,use
lease the Equipmentas ADP in sole discretionmay decide.and tel declare any
or
▪ all amounts dunder this its
Agreement to e a mediately due and payable
without further demand and may invoke any atd all other remedies penatned by
applicable lawtient apses io reimburse ADP the any and all expenses ADP meq
Inn including interest costs and reasonable a0omeyi fees,in taking any of the
foregoing actions.The remedies ser forth in clauses DI and Id)abets sial not apply
to any Equipment purchased and fully pate for by Client.The remedies contained in
this Section Il are cumuhdve and in addition to all other rights and remedies
available to ADP undo this Agreement,by operation of law or otherwise.
11 Government Regulations and Mamufacmrer Requirement,.
Chem will be responsible h I for compliance with all laws.gommenW regulations
and manuf en'requirements affecting its bminar.and oil for any use Client
may make of We TLM Products to actin Client in complying with such laws.
governmental regulations.and manufarnrren requirements and ADP shall not have
any responsibility relating thereto liuluding,without Iimiisioo,advising Client of
Client:responsibilities in wmptying with any laws.governmental rgvLdons or
manufacturer&requirements'Weems Climes business).
B. GewN.
A.Client acknowledges that it he not bum induced to enier into this Agreement by
any repieeenmion or wanmuy not ser food in the Agreement This Apeemmt
contains the entire agreement of the parties us to the TLM Products and such
Agreement supersedes all existing agreement and all oder oral,minion a other
communications between them concerning the\TLM Products. Client hereby
acknowledges that any and all repreuttmom made by ADP and its employees,
either orally min wnnng which are nes specifically included in the toms any
conditions of this Agreement or in a wnnen addendum signed by an authorized
officer of ADP are not materia to this Agreement and are not binding upon ADP
This Agreement shall net be modified in any way aczp in a writing signed by both
B e.
B,.Neither pony may assign its rights,duties or obligations that arise under this
Agreement without the prior ll meo consent of the other parry. This and
Mail be binding upon and shall inure m the benefit of ADP ad Client and their
✓espective
ay successors ed pertained ensigns.
C. If ary le.sheon of this Agreement shall be held to be invalid, illegal or
ummforebe in the validity"legality or enforceability of the remaining provisions
shall net be in any way be affected or impairBede thereby
D All notices shall be in writing and receI be delivered or amt by recognized mune
or nemnered or certified mail.warm receipt q uested to the addresses indented on
t he6sadditional hereof with an copy to Automatic Data Processing,Inc.,One
ADP Boulevard.Roaelmd,NJ 07068 Anenon Omelet Counsel,or to web other
addressess ns
the parties allbf entice given Monthereto.
E The headings in this Agreement
meart&orated for convenience of reference only
and Jug not affect its intng thus .
F executing The individuals Agreement on behalf of ADP and Client each
hereby lammedetheymnecessarynecessaryman
duly authorized by all nay action manse this
behalf
Agreement on halffof their respective principals. This Agreement shall be
governed by the laws of the Start of New Jersey.
G.The tenni of dos Agreement in subject to any Additional Terns. In the event of
a conflict between the Isms of this Agreement and men Additional Terms,the
deuunmadm shall control in the following oder,(11 die Appendix or Appendices
or ExhibiIXs)to dos Agmtat to lT)tine Agreement,any IJl oder Additional Terme
Dilute
H.The ute ofp '0
either party at any timeenforce right or remedy available to
it under this Agreement or otherwise with respect to any beach a failure by the
other pMer brehallach
not he conenud to bea waiver of such right orrem remedy with respect
m any other breach or feature by the other pang
1. The pada harem expressly mance of
and atm that each pony is
independent contractor in the of ormer<of each and every pad of labs Agreement,
solelyis responsible for all of its employees and agents and its labor costs and
expenses nosing in connection therewith.
I.With respect to the TLM Products covered haM.ADP suppliers,vendors and
relines partners may enforce the sone disclaimers and limitationseeagainst Client as
ADP may under Sections al101B1
pa ed 12 of this Agreement Other than ADP
suppliers.vendors and referral and U. who are intended third perry beneficiaries
with respect to Sections IgBI U.nothing in this Agreement acnes.or will be
deemed to create,thud parry beneficiaries of or under this Ameement ADP has no
obligation to any third party liminding. without limitation, client's employees
and/or am taxing authaiy)by Aimee of this Agreement.
PAGE 5 OF 5
illi 4
LOSALTOS HILLS
✓ ,40.0
r .. .4
CALIFORNIA
September 4, 2008
Byron Blanco
ADP Small Business Services
3300 Olcott Street
Santa Clara, CA 95054
Re: Service Agreement and Documents
Mr. Blanco,
Please find attached fully executed documents as required by ADP Small Business Services to
assume management of the Town's payroll disbursements. The Town understands ADP's
services will be in place and operational for the Town's first pay period of the 4th quarter of
calendar year 2008 which is a disbursement date of October 15, 2008.
As the Town's representative on this project, I look forward to building this partnership and
taking full advantage of ADP's proven technology and processes. If you have any questions,
please feel free to contact me at (650)947-2515.
Sincerely,
Nick Pegile s
Finance Di ctor
26379 Fremont Road
Los Altos Hills
California 94022
650 / 941 -7222
Fax 650/941-3160