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HomeMy WebLinkAboutResolution #5026 - agreement with ADP for a three year price agreement and for providing mandated affordable care act reporting requirements RESOLUTION NO 5026 A RESOLUTION APPROVING AN AGREEMENT BETWEEN THE CITY OF CANTON AND ADP FOR A THREE YEAR PRICE AGREEMENT AND FOR PROVIDING MANDATED AFFORDABLE CARE ACT REPORTING REQUIREMENTS. WHEREAS,ADP has provided the City of Canton with a guaranteed price agreement covering the City's payroll services for a 36 month period subject to the terms and conditions set forth in the agreement attached hereto and incorporated as Exhibit A; and WHEREAS, the City Council of the City of Canton, Illinois has determined that it is necessary and in the best interest of the City of Canton to enter into an agreement with ADP that will guarantee pricing for the 36 month period; and WHEREAS,the City Council of the City of Canton, Illinois has determined that it is necessary and in the best interest of the City of Canton to enter into an agreement with ADP to provide services for the Affordable Care Act Reporting Requirements by utilizing the workfore now HR solutions module WHEREAS,the City Council of the City of Canton, Illinois has determined that it is necessary and in the best interest of the City to approve said agreement. NOW THEREFORE,be it resolved by the City Council of the City of Canton, Fulton County, Illinois, as follows: 1. That the guaranteed 36 month price agreement and the workfore Now HR Solutions module for the affordable care act reporting for the filing of the 1094c/1095c which is attached hereto and incorporated herein as Exhibit A, is hereby approved by the City Council. 2. That the Mayor and City Clerk of Canton, Illinois are hereby authorized and directed to execute and deliver said agreement on behalf of the City of Canton. 3. That this Resolution shall be in full force and effect immediately upon its passage by the City Council of the City of Canton, Fulton County, Illinois and approval by the Mayor thereof. PASSED by the City Council of the City of Canton, Fulton County, Illinois, at a regular meeting this 6th day of October 2015 upon a roll call vote as follows: AYES: Aldermen Craig West, Tad Putrich, Jim Nelson, Ryan Mayhew, Justin Nelson, Gerald Ellis, John Lovell, Angela Hale NAYS: None ABSENT: None A�OVE D:A Jeffrey A Fri ayor A TES Di Pav ey-Ro , ' y Clerk Fe___YjUb0o SALES ORDER City of Canton Illinois Today's Date:10/512035 2 North Main Street Quote Number:02-2015-10588213 Canton,IL 61520 United States Control Start Date: 10/26/2015 Executive Contact ADP Sales Associate Diana Pavley Josh Sigman Manager Josh.dgman@adp.com dpavley@cantoncityholl.org 6105727862 309-647-6691 Number ofBniployeee for 1'dycolt taces$igg: 133 on control:City of Canton Illinois Monthly Fees Count Min Base Rate Monthly Fee Annual Tbtals Workforce Now HR Solutions *-33.0% 133 $1,50 $199.50 $2,394.00 Essential ACA Annual 1094c/1095c Filing Evidence of Benefit Offering Screens&Reporting *See ACA Services Statement of Work for a full detail of additional work and cost that may apply Billing for Essential Time and any module bundled under HR.Solutions will begin on the earlier of(i)the date the ADP Product or Service is available for use by the client 1n a production environment OR(11)ninety(90)days from the date of this sales order unless otherwise set forth In the applicable terms and conditions.The billing count for Essential rilme is based on all non-terminated employees in the Time Module.The billhkg count for the I1R Solutions is based on all employees In the database that have not been archived,Any'non-archived'employees coded as Non-Paid will be billed separately. *Discount 465.84> <$790.08> Invoice Details Unit Fees Revenue Neutral Migration to Latest Version of Workforce Now Implementation Fees Count One Time Fee Implementation for Workforce Now HR Solutions '1 $187.50 Summary Annual Total of Monthly Fees $1,603.92 Total One-Time Fees(Total of all one-time fees) $187,50 Control Summary Control Name Company Code Pays Control 1 City of Canton Illinois iNU 133 Client agrees to direct debit of foes for service: Yes Expiration Date: 10/9/2015 THBADPSERVICBSLISIMV ONTHISSALBSORDBR AREAROYIDEiDAT THBPRICESSBTPORMONTHEABOVEPAOESANDINACG7JRAANCE WITHAMW STANDARD TERMSAND CONDITIONS OFSERVICEATTACNED TO THISSALS'S ORDER,BY SIGN/NO BBL OW YOUARBACKNOWLRDGM RECRIPTOF ANDAORSBMENT TO SUCH MAUSAND COM7TONSAND TO THELISTP.OPRIM ADP,LLC Client: By: By; !Name: Z Name: Title: r Title: Date Q Date: AM. Workf orceNow MAJOR ACCOUNT SERVICES-MASTER SERVICES AGREEMENT 10/5!2015 (Bffective Date) ADP,LLQ One ADP Boulevard (referred to herein as"ADP") Roseland,New Jersey 07068 CLIENT: City of Canton Illinois (referred to herein as"Client") 2 North Main Street,Canton,IL 61520,United States Attention: Diana Pavley ADP and Client agree that ADP shall provide Client with the following services in accordance with the terms and subject to the conditions set forth in this Mq{or Accounts Services Master Services Agreement, ANNEX 1?: ESSENTIAL ACA This Agreement modi Iles,amends,and supplements the terms and conditions of the ADP Major Accounts Agreement(or such equivalent terms and conditions or agreement governing the provision and receipt of ADP services including but not limited to any product specific terms set forth in such prior agreement)between ADP and Client and includes the Annexes related to the services selected by Client. if there is a conflict between this Agreement and any prior agreement between Client and ADP(or if such prior agreement contained terms for services that were not purchased at the Ume the prior agreement was executed),this Agreement shall govern with respect to the services listed above.The terms set forth heroin replace in their entirety any duplicative terms set forth In Client's prior agreement for services. Each Annex listed above is attached hereto and is Incorporated into this Agreement in full by this reference as if act forth in this Agreement in fill. ADP,LLC C. (Si a thorized Representative) (Std ute ut prrsontn -Please Print) /`( (Name-Please Print) (Title) te) (Title) (Date) ADP Proprietary and Confidential ADP Major Account Services Version 1 Cover-1AB ANNEX E Essential ACA Lite ACA 1. Description. ADP will provide the Essential ACA solution specified in the Sales Order (and any applicable service specification) (collectively,the"Essential ACA solution")to Client in accordance with the terns of this Agreement. Clients trust have purchased Essential ACA prior to June 18,2015 and use ADP Workforce Now®Payroll,HR and Benefits services in order to receive the Essential ACA solution for the 20 1.5 filing period. For those clients that order Essential ACA after June 17,2015 and prior to the 2015 Order Deadline(as defined below),Lite ACA(as described below)will be provided to help clients meet their 2015 reporting requirements for Forms 1094.0 and 1095-C(the"Forms").Lite ACA clients and clients that order Essential ACA alter the 2015 Order Deadline will receive Essential ACA prior to the next required filing period. For purposes of this Annex,"2015 Order Deadline"shall be defined as follows:(i)October 1,2015 contract date and pressing payroll no later than November 15,2015 for new payroll clients,and(ii)November 15,2015 for exiating clients. A. Essential ACA. Essential ACA is a technology and software solution to assist in managing compliance needs related to the Affordable Care Act(ACA),including eligibility calculations and affordability determinations,preparation and electronic filing of the Forms,and access to evidence of benefit offering information and benefit offering audit reports. The ability to file the Forms using the Essential ACA solution requires the Client to be implemented on the ADP Workforce Now Payroll, HR and Benefits modules. B. Lite ACA. Lite ACA is a technology and software toot that enables the client to compile the required data in.a format suitable for the purposes of preparation and, where applicable, electronic filing of the Forms for the 2015 reporting period. Lite ACA will be provided to clients that order Essential ACA after June 17,2015 and prior to the 2015 Order Deadline for the 2D15 reporting period,Clients will then be transitioned to Essential ACA for the 2016 reporting period and beyond.Notwithstanding Section 2 below,client will be required to input all Client Content required for the preparation of the Forms into the Lite ACA Solution.For the avoidance of doubt,all Forms filed by ADP with the IRS on behalf of Client will be filed electronically;any Forms sent to Client for its employees by ADP shall be sent in paper form,and,if Client has ADP's May functionality,ADP will also make Forms accessible to Client employees electronically.It will then be Client's responsibility to distribute the Forms directly to its employees. 2. Delivery of Client Content. Client shall promptly deliver to ADP the Client Content as required by ADP in an electronic file format specified by and accessible to ADP and will include any materials relating to Client and necessary for incorporation in the Essential ACA solution,including,but not limited to,any Human Resources,Payroll,Time and Labor,Benefits,Farm I-9,and/or financial data. 3. Client ACA Liaison. Prior to the commencement of ADP's provision of the Essential ACA solution,Client shall designate in writing to ADP the name of one person who shall serve as ADP's principal designated contact for the Essential ACA solution(the"Client ACA Liaison"). Client hereby represents and warrants to ADP that the Client ACA Liaison has,and shall at all times have,the requisite authority to transmit informmation,directions and instructions on behalf of Client. The Client ACA Liaison also shall be deemed to have authority to issue,execute, grant,or provide any approvals(other than amendments to this Agreement), requests, notices,or other communications required or permitted under this Agreement or requested by ADP in connection with the Essential ACA solution.Client shall designate an alternate Client ACA Liaison in the event the principal Client ACA Liaison is not available. 4. Client Instructions. In the event ADP shall have any questions relating to a particular set of facts or Client directions,then ADP shall request clarification from the Client ACA Liaison, The Client ACA Liaison shall have the responsibility to obtain answers to any such questions or objections and ADP shall be entitled to rely upon such answers and to follow.any directions communicated by the Client ACA Liaison. Client authorizes ADP to release employee-related data to third party vendors of Client as are designated by Client from time to time. ADP shall be under no duty to question the measures taken or directions provided by Client pursuant to any section of this Annex E. 5. Disclaimer. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN OR IN THE SCOPE OF SERVICES, CLIENT EXPRESSLY ACKNOWLEDGES THAT ADP I5 NOT THE "ADMINISTRATOR" OR "PLAN ADMINISTRATOR" AS DEFINED IN SECTION 3(16)(A) OF ERISA AND SECTION 414(8) OF THE INTERNAL REVENUE CODE,RESPECTIVELY, NOR IS ADP A"FIDUCIARY" WITHIN THE MEANING OF ERISA SECTION 3(21). ADP SHALL NOT EXERCISE ANY DISCRETIONARY AUTHORITY OR DISCRETIONARY CONTROL RESPECTING MANAGEMENT OF ANY BENEFIT PLANS SPONSORED OR OFFERED BY CLIENT. ADP HAS NO DISCRETIONARY AUTHORITY OR DISCRETIONARY RESPONSIBILITY IN THE ADMINISTRATION OF THE CLIENT'S BENEFIT PLAN(S). 6. Implementation Services. ADP will assist Client In implementing the Fissential ACA solution for the benefit of and in conjunction with Client in accordance with the provisions of Sections 7 and 8 below.ADP will use commercially reasonable efforts to complete the implementation services in a timely manner. ADP shall provide instructions on the use of the Lite ACA solution in conjunction with ADP Workforce Now. 7. Conversion of Data,Required Timeline. A. Lite ACA. Client shall be responsible for the accuracy,entry and review of all Client data related to the preparation of the Forms.ADP will not perform any conversion,refinement,purification or reformatting of Client information. Client will be required to input all Client data required for the preparation of the Forms and the preparation and submission of-electronic filing of the Fornns into the Lite ACA solution within the specified IRS filing deadline. ADP will not define what information or codes must be input on the forms. Client understands and agrees that in the event that Client Rils to enter all required Client information in the Lite ACA solution,Client will not be eligible for credit of any fees paid for the Lite ACA solution and Client shall be liable for any and all liabilities,claims,penalties,damages,forfeitures,suits,and the costs and ADP Proprietary and Confidential ADP Major Account Services Revised; 1011/2015 E-1 expenses incident thereto,arising from or claimed to have arisen from the Client's use of the Lite ACA solution.Client is responsible for the accuracy of all Client information and will review for accuracy the preview of the Forms prior to filing the Forms electronically or sending the Forms in paper form,as applicable. In the event that a Form 1094-C or 1095-C needs to be refiled due to an inaccuracy in the Client information,Client will be billed for such refiling. B. Essential ACA.-Client shall provide to ADP, such applicable Client files, databases and other information(the"Client Files"}as Is necessary to permit the Essential ACA solution to be performed. Client must provide the Client Files to ADP by November 1"of the year preceding the year in which the preparation and electronic filing of the Forms will be provided. For purposes of clarification and example,in order for ADP to perform the preparation and electronic filing of the Forms in January 2016,Client must provide the Client Files in accordance with the terns and conditions of this Annex,and such Client Files must be accepted and converted by ADP by November 1,2015. Client assumes the responsibility for the Client Files to be transmitted to ADP,including,but not limited to,their condition,content,format,usability or correctness. Client shall perform all Client Files refinement, purification and reformatting in order for the Essential ACA solution to be performed by ADP.With Client's pre-approval,ADP shall be compensated on a time and expense basis at ADP's standard rates in effect at such time in the event ADP is required to perform any such refinement,purification or reformatting. Client will cooperate with ADP and provide ADP with all necessary information and assistance required in order for ADP to successfully convert the Client Files. Client understands and agrees that if Client fails to provide the Client Files in order for such Client Files to be accepted and successfully converted by November 1"' in any given year,ADP will not provide die preparation and electronic filing of the Forms for that year and Client will not be eligible for credit of any fees paid for the Essential ACA solution for that year. Client is responsible for the accuracy of all Client.Files and will review for accuracy the preview of the Forms prior to filing. In the event that a Form 1094-C or 1095-C needs to be refiled due to an inaccuracy in the Client files,Client will be billed for such refiling. The obligations described in this Section 7 shall apply to ongoing provision ofClicnt Files to ADP by Client. B. Project Lead. Client will designate a project lead for the implementation of the Essential ACA solution and will promptly notify ADP of the name,telephone number and emsil address of such person. The Client project lead will be deemed to have authority to issue,execute,grant,or provide any approvals,requests,notices,or other communications required under this Annex E or requested by the other party in connection with the implementation of the Essential ACA solution. The project lead will bring appropriate personnellaldilaets to the project as needed. 9. Billing for Services. If Client is purchasing Essential ACA Services and the pricing for such Services is not bundled with Client's pricing fbr Payroll Processing services,billing for such Services will begin on the earlier of(i)the date that the services are available for use by Client in a production environment OR (H) ninety (90) days from the date that Client is first contacted by ADP implementation team for commencement of implementation of Essential ACA. If the Services Client is purchasing pursuant to this Annex E are bundled with Payroll Processing Services,then billing for such Services shall commence in accordance with the terms of Section 2 of Annex B. 14. Licensed Entity. Notwithstanding the use in this Annex E of the word"ADP",in the event that ADP determines that all or a portion of the Essential ACA solution may be subject to licensing or other regulatory requirements,such services shall be performed solely by such wholly owned subsidiary of Automatic Data Processing, Inc. as shall be designated by AAP or such licensed third party as determined by ADP. ADP Proprietary and Confidential ADP Major Account Services Revised: 10/1/2015 E-2 :,iglc Texpayer Legal Name; City of Canton Illinois Legal Addreec Canton,IL 61820 PayNu canlaul Emxww Cudact: Diane Pavlay Phone: Emah: phone, 309-647-6891 Email: d aVieyQosA ctn�ItyI181I�Otg A. e I Data Coriver5ion: e a on 1• Date 'Historical Hours wilt allow Workforce Now to calcutate'ACA Benefit Status',Without wolom calculation,client can code employees as Wart Time'or'Full Time', j Options below vary basad on the extent of history the client wishes to bring over. Option 11 Client does not need or already has hours history In Workforce Now Check here If cllent does not need options 2,3,4 or 6 below:If tot checked,please select ONLY one of the 4 options listed below Option 2: ACA Historical Hours Import:When client elects to upload up to 12 months of hours history themselves Client Elects:No Charge Option 3: ACA Historical Hours Impart+t When up to 18 months of hours history is required. Includes;Extraction,conversion and import into Workforce Now on the client's behalf;Limited to one source/vendor r--�Client Elects:$f,000 Conversion Fee(SCN:4Z F003021 Option 41 ACA Historical Hours Import":When up to 36 months of hours history is required Includes:Extraction,conversion and import into Workforce Now on the client's behalf;Limited to one source/vendor Client Elects.$1,500 Conversion Fee ISCN:4Z F00301) 1 Option 6t Full Check History Converalon t When importing up to 4 years'worth of history is neored Includes:Extraction,conversion and import Into Workforce Now on the client's behalf;Limited to one source/vendor Client Elects:$2,600 Conversion Fee(SCN:4Z F003001 #For Options 3,4 or B,Letter Agreement Required AND must provide prior vendor name.Note here- B. Medical Benefit Plan and HistoricalData Support: Need depends on actual Benefits Modute Start Date and Medical. Option 1: Client does not need;Already has active plans with effective dating and historical data loaded in Workforce Now Benefits Module ✓ Check here If client does not need options 2 OR 3 below,If not checked,ptease select options 2 and/or 3 listed below Current Medical Plan Creation:Required only for migrating HR Profile IPCPWI,HR eXpert(Pay eXpert)and Essential HR IWFN v21 clients j Option 2t that need a medical plan created,post migration,in Essential HR and Benefits."Not needed for clients upgrading to Enhanced HR with ; Enhanced Benefits.Includes;Creation of Current Plan,Enrollment and Dependent History going back to beginning of current calendar year f Client Elects:$500 Conversion Fee ISCN:4Z F00064) option 31 ACA Employee Lead:Required only if medical plan runs on a fiscal year or Benefits Module is setup mid-calender year Includes:Importing Effective Date,ACA Status,Minimum Value Provided,Cost of Employse•only Coverage for current calendar year Client Elects:$500 Conversion Fee ISCN:4Z F000631 C.SeLf Funded/Self Insured Plan Support Option 1t Client does not have a Sell Funded/Salt Insured Medical Plan OR already has an ACA Approved Benefits Module prior to 1/1/15 ✓ Check here If client has a Fully Insured medical plan OR had the ADA Benefits Module active as of 1/1/16 Option 2e ACA Dependent Loath.Required only if Self Funded/Self Insu4d plans AND client is implementing an ADP Benefits Module mid-calendar year t Indudes:Importing Effective Oate,Covered Dependents and prior plan creation It applicable)going back to beginning of current calendar year Client Elects: $500 Conversion Fee ISCN:4Z F000651 D. Option 1: Cllellt will not receive:Is planning on starting with AQP Payroll on or after 1/1/2016,or has signed up for Essential ACA after the Order Deadline for 2015 reporting,and will receive Essential ACA in 2016 I Click Here it client does not need Lite ACA for 2015 or is not eligible;If not checked,please select option 2 below ; Option 2t Lite ACA:Client will be responsible for all data entry of required information for 1094/1 D95C forms into Lite ACA solution 3 Client Elects:One time charge of$20 Base fee and$1.50 per form filed ISCN:F019021 Current Platform:14N W TM hdotMao rerpu�;CoaelHaoasppyeofylrisa�aafpcbropUonA.iyBln'del:tlaaAo6ars 1 pr�glyr�/GndltlonolUlu+p�min' lyWpplwlfll'urdo ralblerrjn 1, altsui' haslkl �,vndpllPwMritma impuctcwrw6wi 440 and1i'rc`t 1 t'11Seltni'lhe5fat4oil ot4Viirk, 1'GOW'IaFsatmtf11o01foch'rlyd.'nn h Ihatelwnn00oa to qnn�'ChanV�+oradd'011.o11p�SWf3hd16eIR!I lapnct!Aan.tlnl onMealr�aurto,A1b�noii1at,0p`aGsrSalWn Upon ca,,y�albnat:he:e�y�cls 11,1o5ow,Clkl,twilllmnedWp, nnliWAOp�tl I ao.araldeln'ura6 inlllnedinlNs�sWh trrhatOslaclpniyaatwblalrMlr�«a:inKhlJ'(igrnlldulivurahti.. prwldEduFid►fliftSOWvNIbai�Oolilad <oplud Clfotl'AmsCt nceiltmAOilw f n huelnesadpyse Ur 1i'wMtomplvllbneouui wtxcaA, intlmc;+rMlhiltCltaitli:rrn;nlllt+ctnis alhe„ t,t�� klwtcy�x. 1 etre�'ytommof+cel,Gbfriiaerp•:lihutllta,ntpnn>il4taMrrllra�tsondlrHm<utredtr1iwPnrtor:lotharite{tpedalv'ol at:chlerirWnollaraedwchamawl sllttlbaUuerl yayablebpCl�loAOPpe.a'daysoriatcglthtUnv>rA. 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': Date' ti opyrighl 2015?,It;�14iolaryandConfldanlial r4 daled9/1e1Pa1G ADP,LLC dJ ' GUARAN'1'UM THIRTY-SIX 41fINTH " PRICE AGREEMENT Chem IrlformaNen: Client NUM: City of Canton Illinois nfTective nate 9121/2015 Service Center; 0034 Parent Company Crider: 0034-10-INU Custwwhj 384198 uxpiraionUaio: 9/2112018 Requested By: Josh Signlan-Sales Meted Company Cada: _ Contact Infoearntion: Contact: Diana PaYley _ Phone: 309-647-6691 Address: 2 North Main Street City: Canton State: Illinois Zip: 61520 AOI",LIZ('ADP")is pkssed W piwside City of Caufon 1111noir ("Client-)witha Werentted pda agroemam a iverhtg doe Clienta ADP Servtw Por the eastT __ thirty-sir moaths,subject loth*krev and toadfgm M ebrik is Wit ogres t. his kWeeirsw*antomposus alt listed codes oW any Guars code a that may be added order the above Ii led parent cod-.In Consideration arthe awtuai agreements sal forth below,AD?and C lIMI sora as(Wtowr: 1)lerke focreeer. For the nest tfsirfy-Sie toroth pariud cartaettcing with IM•fl'i tlive dale CC 912112115 ,ADP will immissa pikaa per the whedula below an Payroll.HR and licoagt Ophom proccasint aavicea provided to Cheat(:%Mcfts"). ImIream Usha inensss% 9/2112015 No Increase 9/21/2016 No Increase 9;21/2017 No Increase llsan ePeeHHany eseWded from this agreement are d6vory,reverse wlte teas,juslailetlon rase,ytarKnd feta end mslMenarsce fees. in the monlh following tha euarplatbre of thea gwnar[ed prion period,Mann prius.91 basubject b the tame prkx kteneaxer awkd to its othrr cRoals of similar we and rimW wt wban iinteas a renewal sgrcommi Is Nona!try doh parties. tj[barneleed Drm: As caaikkralios 1'ar the thlr".LV month guaramtod prig period,Client agmet to porchsse Ike wrvu'ec fora mirimwn guannked harm of thirty-SLY *wow ammercing with Ise enecliva data,and rhsrasaar.Gliom's swee"M to parchsw rhe services vlesll rearm in fliccl will can smiled by f:licat m ADP with ttbrety,days prior wtkscri nol'.ce. 1)For(v rarasirranen Fn: hf Chenl tttminsies this sgteunant W pwvhsw va"k.s prior to She end of ohaminkutm gwremiTid term or'.IT,,dun SIK months,Chem Panus to pay ADP a serminsIUM tae of 3 n1OirNYS ol'avenga awoddy pioeessiag leas far the services(based oo in avenge of the ;act 3 in onthr of processing prior to the date oritnnlsat Mn). Following nr (hull-SLY ,"rah gtrramovil price parlod,itondant uiranttion policy appitai based as kdttxl team and cot iWars scored by Cpcot.IfCBenl fails to Pay ane early tantkeahon its it What smoWtn ant haratada4 C.9lcnt Stoll rolmarvae AOF fee say espeases in:xnd, including knerem and reasonable attorney fees.in collecting amowstr Mo AIA'hatsundar(hat are not under pi,"faith dispute by Client.The terenlaadnn pert Ily will be ws:ved is the evem the crsa:pary is told,merinrd or in Uc avant aava is•rsuterial bnaoh of ADP's servita ennontkntart In the event of s serrtec breach ADP shill be notified In"ling ash)the aped tic scmcc issue and shalt be greened Misty days to resolve all canna 0 the Clients aatisfutzm. THHAMISLAVICGSCOVERED HYTHtSAGREEMENTARE PROVIDED INAC4WRUANCHWITHTHETERMSANnCOWATIONSSET FORTHINT1iHAO SRMEN`I(S)earl'WHEN CLIENT AND ADP COVERING THE SPECIFIC SERVICES.THIS AORERMENT SUPFUMM IS AND ODES N0'1'SUPERSWJI,ANY Ot"i'HOM TERMS AND CONJIT'IONS.THIS AGREEMENT IS NOT VALJD UNIAISS SIGNEDBY 110TH PAKt1F.S (LAPP Repretrenfa�e/ Cf-ttyo, C414101 qfr OIs Name: `) (J�1v q Q.Q I ���'I t: _ Name: Stpitnttera: 61�L True: hinaneial Analyst 'title: Data i llalc: [51— NOTE: THIS PRICE AGRRRMRNT IS VAUD ONLY IP SIONED BY RUM PARTIES WITHIN 90 DAYS OF THE DATE OP CREATION.THF,AGREEMENT MUST BE SIGNED BY IP4=13 INORDFR TO BH VAIM) hTNANCE OR REI.ATIOMSItLn MANAOPlAENT IS AUTNORILEt)rO MKUTETIfIS AGREEMENT ON HEHALFOPADP. D02Ao SALES ORDER City of Canton Illinois Today's Date: 10/5/2015 2 North Main Street Quote Number:02-2015-1058821.3 Canton,IL 61520 United States Control Start Date: 10/26/2015 Executive Contact ADP Sales Associate Diana Pavley Josh Sigman Manager josh.sigman@adp.com dpavley@cantoncityhall.org 6105727862 309-647-6691 Number of Employees for Payroll processing: 133 on control:City of Canton Illinois Monthly Fees Count Min Base Rate Monthly Fee Annual Totals Workforce Now HR Solutions *-33.0% 133 $1.50 $199.50 $2,394.00 Essential ACA Annual 1094c/1095c Filing Evidence of Benefit Offering Screens&Reporting *See ACA Services Statement of Work for a full detail of additional work and cost that may apply Billing for Essential Time and any module bundled under HR Solutions will begin on the earlier of(i)the date the ADP Product or Service is available for use by the client in a production environment OR(ii)ninety(90)days from the date of this sales order unless otherwise set forth in the applicable terms and conditions.The billing count for Essential Time is based on all non-terminated employees in the Time Module.The billing count for the HR Solutions is based on all employees in the database that have not been archived.Any`non-archived'employees coded as Non-Paid will be billed separately. *Discount <$65.84> <$790.08> Invoice Details Unit Fees Revenue Neutral Migration to Latest Version of Workforce Now Implementation Fees Count One Time Fee Implementation for Workforce Now HR Solutions 1 $187.50 Summary Annual Total of Monthly Fees $1,603.92 Total One-Time Fees(Total of all one-time fees) $187.50 Control Summary Control Name Company Code Pays Control 1 City of Canton Illinois INU 133 Client agrees to direct debit of fees for service: Yes Expiration Date: 10/9/2015 THE ADP SERVICES LISTED ON THIS SALES ORDER ARE PROVIDED AT THE PRICES SET FORTH ON THE ABOVE PAGES AND INACCORDANCE WITHADP'S STANDARD TERMS AND CONDITIONS OFSERVICE ATTACHED TO THIS SALES ORDER.BY SIGNING BELOW YOUARE ACKNOWLEDGING RECEIPT OF AND AGREEMENT TO SUCH TERMS AND CONDITIONS AND TO THE LISTED PRICES ADP,LLC Client: By: By: _ -- Name: Name: va-, _vr r Title: Title: c L L Date: Date: ' 31 WorkforceNow MAJOR ACCOUNT SERVICES-MASTER SERVICES AGREEMENT 10/5/2015 (Effective Date) ADP,LLC: One ADP Boulevard (referred to herein as"ADP") Roseland,New Jersey 07068 CLIENT: City of Canton Illinois (referred to herein as"Client") 2 North Main Street,Canton,IL 61520,United States Attention: Diana Pavley ADP and Client agree that ADP shall provide Client with the following services in accordance with the terms and subject to the conditions set forth in this Major Accounts Services Master Services Agreement. ANNEX E: I ESSENTIAL ACA This Agreement modifies,amends,and supplements the terms and conditions of the ADP Major Accounts Agreement(or such equivalent terms and conditions or agreement governing the provision and receipt of ADP services including but not limited to any product specific terms set forth in such prior agreement)between ADP and Client and includes the Annexes related to the services selected by Client. If there is a conflict between this Agreement and any prior agreement between Client and ADP(or if such prior agreement contained terms for services that were not purchased at the time the prior agreement was executed),this Agreement shall govern with respect to the services listed above.The terms set forth herein replace in their entirety any duplicative terms set forth in Client's prior agreement for services. Each Annex listed above is attached hereto and is incorporated into this Agreement in full by this reference as if set forth in this Agreement in full. ADP,LLC C X -Z2-- —" (Signature of Authorized Representative) (Sig ure o ut epresentat CJ , (Name-Please Print) (Name-Please Print) (Title) (Date) (Title) (Date) ADP Proprietary and Confidential ADP Major Account Services Version I Cover-IAB ANNEX E Essential ACA Lite ACA 1. Description. ADP will provide the Essential ACA solution specified in the Sales Order (and any applicable service specification) (collectively,the"Essential ACA solution")to Client in accordance with the terms of this Agreement. Clients must have purchased Essential ACA prior to June 18,2015 and use ADP Workforce Now®Payroll,HR and Benefits services in order to receive the Essential ACA solution for the 2015 filing period. For those clients that order Essential ACA after June 17,2015 and prior to the 2015 Order Deadline (as defined below), Lite ACA (as described below) will be provided to help clients meet their 2015 reporting requirements for Forms 1094-C and 1095-C(the"Forms").Lite ACA clients and clients that order Essential ACA after the 2015 Order Deadline will receive Essential ACA prior to the next required filing period. For purposes of this Annex,"2015 Order Deadline"shall be defined as follows:(i)October 1,2015 contract date and processing payroll no later than November 15,2015 for new payroll clients;and(ii)November 15,2015 for existing clients. A. Essential ACA. Essential ACA is a technology and software solution to assist in managing compliance needs related to the Affordable Care Act(ACA), including eligibility calculations and affordability determinations,preparation and electronic filing of the Forms,and access to evidence of benefit offering information and benefit offering audit reports. The ability to file the Forms using the Essential ACA solution requires the Client to be implemented on the ADP Workforce Now Payroll, HR and Benefits modules. B. Lite ACA. Lite ACA is a technology and software tool that enables the client to compile the required data in a format suitable for the purposes of preparation and, where applicable, electronic filing of the Forms for the 2015 reporting period. Lite ACA will be provided to clients that order Essential ACA after June 17, 2015 and prior to the 2015 Order Deadline for the 2015 reporting period.Clients will then be transitioned to Essential ACA for the 2016 reporting period and beyond.Notwithstanding Section 2 below,client will be required to input all Client Content required for the preparation of the Forms into the Lite ACA Solution.For the avoidance of doubt,all Forms filed by ADP with the IRS on behalf of Client will be filed electronically;any Forms sent to Client for its employees by ADP shall be sent in paper form,and,if Client has ADP's iPay functionality,ADP will also make Forms accessible to Client employees electronically.It will then be Client's responsibility to distribute the Forms directly to its employees. 2. Delivery of Client Content. Client shall promptly deliver to ADP the Client Content as required by ADP in an electronic file format specified by and accessible to ADP and will include any materials relating to Client and necessary for incorporation in the Essential ACA solution,including,but not limited to,any Human Resources,Payroll,Time and Labor,Benefits,Form I-9,and/or financial data. 3. Client ACA Liaison. Prior to the commencement of ADP's provision of the Essential ACA solution,Client shall designate in writing to ADP the name of one person who shall serve as ADP's principal designated contact for the Essential ACA solution(the"Client ACA Liaison"). Client hereby represents and warrants to ADP that the Client ACA Liaison has, and shall at all times have, the requisite authority to transmit information, directions and instructions on behalf of Client. The Client ACA Liaison also shall be deemed to have authority to issue, execute, grant, or provide any approvals (other than amendments to this Agreement), requests, notices,or other communications required or permitted under this Agreement or requested by ADP in connection with the Essential ACA solution.Client shall designate an alternate Client ACA Liaison in the event the principal Client ACA Liaison is not available. 4. Client Instructions. In the event ADP shall have any questions relating to a particular set of facts or Client directions,then ADP shall request clarification from the Client ACA Liaison. The Client ACA Liaison shall have the responsibility to obtain answers to any such questions or objections and ADP shall be entitled to rely upon such answers and to follow any directions communicated by the Client ACA Liaison. Client authorizes ADP to release employee-related data to third party vendors of Client as are designated by Client from time to time. ADP shall be under no duty to question the measures taken or directions provided by Client pursuant to any section of this Annex E. 5. Disclaimer. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN OR IN THE SCOPE OF SERVICES, CLIENT EXPRESSLY ACKNOWLEDGES THAT ADP IS NOT THE "ADMINISTRATOR" OR "PLAN ADMINISTRATOR" AS DEFINED IN SECTION 3(16)(A) OF ERISA AND SECTION 414(8) OF THE INTERNAL REVENUE CODE, RESPECTIVELY, NOR IS ADP A "FIDUCIARY" WITHIN THE MEANING OF ERISA SECTION 3(21). ADP SHALL NOT EXERCISE ANY DISCRETIONARY AUTHORITY OR DISCRETIONARY CONTROL RESPECTING MANAGEMENT OF ANY BENEFIT PLANS SPONSORED OR OFFERED BY CLIENT. ADP HAS NO DISCRETIONARY AUTHORITY OR DISCRETIONARY RESPONSIBILITY IN THE ADMINISTRATION OF THE CLIENT'S BENEFIT PLAN(S). 6. Implementation Services. ADP will assist Client in implementing the Essential ACA solution for the benefit of and in conjunction with Client in accordance with the provisions of Sections 7 and 8 below.ADP will use commercially reasonable efforts to complete the implementation services in a timely manner. ADP shall provide instructions on the use of the Lite ACA solution in conjunction with ADP Workforce Now. 7. Conversion of Data;Required Timeline. A. Lite ACA. Client shall be responsible for the accuracy,entry and review of all Client data related to the preparation of the Forms.ADP will not perform any conversion,refinement,purification or reformatting of Client information. Client will be required to input all Client data required for the preparation of the Forms and the preparation and submission of-electronic filing of the Forms into the Lite ACA solution within the specified IRS filing deadline. ADP will not define what information or codes must be input on the Forms. Client understands and agrees that in the event that Client fails to enter all required Client information in the Lite ACA solution,Client will not be eligible for credit of any fees paid for the Lite ACA solution and Client shall be liable for any and all liabilities,claims,penalties,damages, forfeitures,suits,and the costs and ADP Proprietary and Confidential ADP Major Account Services Revised: 10/1/2015 E-1 expenses incident thereto,arising from or claimed to have arisen from the Client's use of the Lite ACA solution.Client is responsible for the accuracy of all Client information and will review for accuracy the preview of the Forms prior to filing the Forms electronically or sending the Forms in paper form, as applicable. In the event that a Form 1094-C or 1095-C needs to be refiled due to an inaccuracy in the Client information,Client will be billed for such refiling. B. Essential ACA._ Client shall provide to ADP, such applicable Client files, databases and other information (the "Client Files")as is necessary to permit the Essential ACA solution to be performed. Client must provide the Client Files to ADP by November 1 s`of the year preceding the year in which the preparation and electronic filing of the Forms will be provided. For purposes of clarification and example,in order for ADP to perform the preparation and electronic filing of the Forms in January 2016, Client must provide the Client Files in accordance with the terms and conditions of this Annex, and such Client Files must be accepted and converted by ADP by November 1,2015. Client assumes the responsibility for the Client Files to be transmitted to ADP,including,but not limited to,their condition,content,format,usability or correctness. Client shall perform all Client Files refinement, purification and reformatting in order for the Essential ACA solution to be performed by ADP.With Client's pre-approval,ADP shall be compensated on a time and expense basis at ADP's standard rates in effect at such time in the event ADP is required to perform any such refinement,purification or reformatting. Client will cooperate with ADP and provide ADP with all necessary information and assistance required in order for ADP to successfully convert the Client Files. Client understands and agrees that if Client fails to provide the Client Files in order for such Client Files to be accepted and successfully converted by November I", in any given year,ADP will not provide the preparation and electronic filing of the Forms for that year and Client will not be eligible for credit of any fees paid for the Essential ACA solution for that year. Client is responsible for the accuracy of all Client Files and will review for accuracy the preview of the Forms prior to filing. In the event that a Form 1094-C or 1095-C needs to be refiled due to an inaccuracy in the Client files,Client will be billed for such refiling. The obligations described in this Section 7 shall apply to ongoing provision of Client Files to ADP by Client. 8. Project Lead. Client will designate a project lead for the implementation of the Essential ACA solution and will promptly notify ADP of the name,telephone number and email address of such person. The Client project lead will be deemed to have authority to issue,execute,grant,or provide any approvals,requests,notices,or other communications required under this Annex E or requested by the other party in connection with the implementation of the Essential ACA solution. The project lead will bring appropriate personnel/skillsets to the project as needed. 9. Billing for Services. If Client is purchasing Essential ACA Services and the pricing for such Services is not bundled with Client's pricing for Payroll Processing services,billing for such Services will begin on the earlier of(i)the date that the services are available for use by Client in a production environment OR (ii) ninety (90) days from the date that Client is first contacted by ADP implementation team for commencement of implementation of Essential ACA. If the Services Client is purchasing pursuant to this Annex E are bundled with Payroll Processing Services,then billing for such Services shall commence in accordance with the terms of Section 2 of Annex B. 10. Licensed Entity. Notwithstanding the use in this Annex E of the word"ADP",in the event that ADP determines that all or a portion of the Essential ACA solution may be subject to licensing or other regulatory requirements,such services shall be performed solely by such wholly owned subsidiary of Automatic Data Processing, Inc. as shall be designated by ADP or such licensed third party as determined by ADP. ADP Proprietary and Confidential ADP Major Account Services Revised: 10/1/2015 E-2 Taxpayer Legal Name: City of Canton Illinois Legal Address: Zipy'Cotaui Canton, IL 61520 Payroll Contact: Executive Contact: Diana Pavley Phone: Email: Phone: 309-647-6691 Email: dpavley@cantoneityhall.org HistoricalA. • Data • • • depends on 1 ' Payroll Start Date `Historical Hours will allow Workforce Now to calculate'ACA Benefit Status'.Without system calculation,client can code employees as'Part Time'or'Full Time'. Options below vary based on the extent of history the client wishes to bring over Option 1: Client does not need or already has hours history in Workforce Now Check here if client does not need options 2,3,4 or 5 below;If not checked,please select ONLY one of the 4 options listed below Option 2: ACA Historical Hours Import:When client elects to upload up to 12 months of hours history themselves L V Client Elects:No Charge Option 3: ACA Historical Hours Import*:When up to 18 months of hours history is required. Includes:Extraction,conversion and import into Workforce Now on the client's behalf;Limited to one source/vendor Client Elects:$1,000 Conversion Fee(SCN:4Z F003021 Option 4: ACA Historical Hours Import*:When up to 36 months of hours history is required Includes: Extraction,conversion and import into Workforce Now on the client's behalf;Limited to one source/vendor C� Client Elects:$1,500 Conversion Fee[SCN:4Z F003011 Option 5: Full Check History Conversion*:When importing up to 4 years'worth of history is needed Includes:Extraction,conversion and import into Workforce Now on the client's behalf;Limited to one source/vendor Client Elects:$2,600 Conversion Fee(SCN:4Z F003001 *For Options 3,4 or 5,Letter Agreement Required AND must provide prior vendor name.Note here: MedicalB. • • 1. Support: Need depends • ••• Date and Medical Plan Year Option1:1: Client does not need;Already has active plans with effective dating and historical data loaded in Workforce Now Benefits Module Check here if client does not need options 2 OR 3 below;If not checked,please select options 2 and/or 3 listed below Current Medical Plan Creation:Required only for migrating HR Profile(PCPW1,HR eXpert(Pay eXpert)and Essential HR(WFN v2)clients Option 2: that need a medical plan created,post migration,in Essential HR and Benefits.*Not needed for clients upgrading to Enhanced HR with Enhanced Benefits.Includes:Creation of Current Plan, Enrollment and Dependent History going back to beginning of current calendar year Client Elects:$500 Conversion Fee(SCN:4Z F00064) Option 3: ACA Employee Load:Required only if medical plan runs on a fiscal year or Benefits Module is setup mid-calendar year Includes:Importing Effective Date,ACA Status,Minimum Value Provided,Cost of Employee-only Coverage for current calendar year Client Elects:$500 Conversion Fee(SCN:4Z F00063) FundedC.Self • Plan Support Option 1: Client does not have a Self Funded/Self Insured Medical Plan OR already has an ACA Approved Benefits Module prior to 1/1/15 �✓ Check here if client has a Fully Insured medical plan OR had the ADP Benefits Module active as of 1/1/15 Option 2: ACA Dependent Load:Required only if Self Funded/Self Insured plans AND client is implementing an ADP Benefits Module mid-calendar year Includes:Importing Effective Date,Covered Dependents and prior plan creation lif appticable)going back to beginning of current calendar year Client Elects: $500 Conversion Fee(SCN:4Z F000651 D. Option 1: Client will not receive:Is planning on starting with ADP Payroll on or after 1/1/2016,or has signed up for Essential ACA after the Order Deadline for 2015 reporting,and will receive Essential ACA in 2016 7_7 Click Here if client does not need Lite ACA for 2015 or is not eligible;If not checked,please select option 2 below Option 2: Lite ACA:Client will be responsible for all data entry of required information for 1094/1095C forms into Lite ACA solution Client Elects:One time charge of$20 Base fee and$1.50 per form filed(SCN:F019021 Current Platform: WFN V2 The following Terms&Conditions apply only if rlient selects Option 3,4 or 5 in Section A above. Terms and Conditions:Changes in project scope and/or unforeseen internal/external issues such as delays beyond ADP control may impact completion date and project cost.Prices for the Statement of Work f"SOW"I as set on the effective date shall not change,but any changes or additions to the SOW shall be subject to price changes in the normal course of business,at ADP's discretion, Upon completion of the services under this SOW,Client will immediately notify ADP if the services and deliverables oulfined in this SOW have not been satisfactorily delivered.Services,including any deliverable, provided under this SOW will be deemed accepted by Client unless Client notifies ADP within 10 business days of the date of completion of such services. In the event that Client terminates this SOW or the Agreement and work hereunder has already commenced,Client agrees that it is responsible for all costs and fees incurred by ADP prior to the effective date of such termination and such amounts shall be due and payable by Client to ADP within 5 days of receipt of invoice. This SOW is an addendum to the Major Accounts Agreement or similar agreement for the Provision of services by ADP executed by the If orpora by reference as d fully set forth herein.All other terms and conditions of the,Agreernent shall remain in full torte and effect. In the event of any confticl between the terms and rnns ofA and the to s tions of theAgreement,this Addendum shall prevail.The terms defined in the Agreement and used In this SOW shall have the same respective meanmgs as set forth ieems clearly o ise defi d in this SOW`This proposal expires thirty 1301 days after Proposal Date if not signed by Client.Options&Rates above only appty to companiet tothrough 30/2015. [tiale.Associate: Date: Client Autho at' Date: 0 Copyright 2015 ADP,LLC. Proprietary and Confidential / v4.0 dated 9/10/2015 u a 5 a 8 8 8 8 8 8 8 8 8 8 8 8 8 8 8 8 8 8 8 8 8 8 8 8.8 8 8 8 8 8 8 8 8 8 8� r o 6 0 10 0 0 0 0 0 0 0 8 a o 0 0 o 0 0 0 0 0 0 o O a �r ry ry n n +'8 8 8 8 8 8 8 8"'8 8 8 8 8 8 8 8 8 8 8 8 8 8 8 8 4 8 8 8 8 8 8 8 8.8 8.0 _$ LU � m S' O FE O 2..8 8 8 n 3 8 8 8 8 0 8 8 8 8 8 8 8 8 8 8 8 8 8 8 8 8 0 8 8 8 8 8 8 8 8 8 8 =S N 8 8 8 8 8 8 8 8 8 8 8 8 8 8 8 8 8 8 8 8 8 8 8 8 8�8 8 8 8 8 8 88 8 8 ao 00000 0000000 aoo aaooa ry 0000 00 vN o 8 8 8.8 8 8 8 8 8 8 8 8 8 8 8 8 88 8 8 8"8 8 8 8 8 8 8 8 8 8 8 8.8 8 8 8 - " '- " ` - ' .W O _ z U o x� Q aaaaS �" SSS � B� sssEBs � sossss� asss E a v o 0 C a m u .. _ gga Qa agga agga ga a$a aaaaaaaaa ya gga$a aaaaaaaaaa�a'yaaa u F W � 2 m g g 2 g S Fsi LL Z p 5 3 €p LL p 3 a d 8 Z> <s <d a „z z w;3u a` 3` u 8 LL�.tb- 1._ 0 ADP,LLC 2W GUARANTEED THIRTY-SIX MONTH ® PRICE AGREEMENT Client Information: Client Name: City of Canton Illinois Effective Date: 9/21/2015 Service Center: 0034 Parent Company Code: 0034-10-1NU Customer 4: 384198 Expiration Date: 9/21/2018 Requested By: Josh Sigman-Sales Related Company Codes: Contact Information: Contact: Diana Pavley Phone: 309-647-6691 Address: 2 North Main Street City: Canton State: Illinois Zip: 61520 ADP,LLC("ADP")is pleased to provide City of Canton Illinois ("Client")with a guaranteed price agreement covering the Client's ADP services for the next thirty-six months,subject to the terms and conditions set forth in this agreement. This agreement encompasses all listed codes and any future codes that may be added under the above listed parent code. In consideration of the mutual agreements set forth below,ADP and Client agree as follows: 1) Price Increase: For the next thirty-six month period commencing with the effective date of 9/21/2015 ,ADP will increase prices per the schedule below on Payroll,HR and Benefit Options processing services provided to Client("Services"). Increase Date Increase% 9/21/2015 No Increase 9/21/2016 No Increase 9/21/2017 No Increase Items specifically excluded from this agreement are delivery,reverse wire fees,Jurisdiction fees,year-end fees and maintenance fees. In the month following the completion of the guaranteed price period,Client's prices will be subject to the same price increases applied to its other clients of similar size and product utilization unless a renewal agreement is signed by both parties. 2) Guaranteed Term: As consideration for the thirty-six month guaranteed price period,Client agrees to purchase the services for a minimum guaranteed term of thirty-six months commencing with the effective date,and thereafter.Client's agreement to purchase the services shall remain in effect until cancelled by Client or ADP with ninety days prior written notice. 3) Early Termination Fee: If Client terminates this agreement to purchase services prior to the end of the minimum guaranteed term of no less than thirty-Six months,Client agrees to pay ADP a termination fee of 3 months of average monthly processing fees for the services(based on an average of the last 3 months of processing prior to the date of termination). Following the thirty-Six month guaranteed price period,standard termination policy applies based on initial terms and conditions signed by Client. If Client fails to pay the early termination fee or other amounts due hereunder,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.The termination penalty will be waived in the event the company is sold,merged or in the event there is a material breach of ADP's service commitment. in the event of a service breach ADP shall be notified in writing as to the specific service issue and shall be granted sixty days to resolve all issues to the Clients satisfaction. THE ADP SERVICES COVERED BY THIS AGREEMENT ARE PROVIDED IN ACCORDANCE WITH THE TERMS AND CONDITIONS SET FORTH IN THE AGREEMENT(S)BETWEEN CLIENT AND ADP COVERING THE SPECIFIC SERVICES.THIS AGREEMENT SUPPLEMENTS AND DOES NOT SUPERSEDE ANY OF THOSE TERMS AND CONDITIONS.THIS AGREEMENT 1S NOT VALID UNLESS SIGNED BY BOTH PARTIES. ADP Representative City of CantotrIffinois Name: Name: Signature: Signature: Title: Financial Analyst Title: (21.4 P Ic Date 1 Date: y NOTE: TIES PRICE AGREEMENT IS VALID ONLY IF SIGNED BY BOTH PARTIES WITHIN 90 DAYS OF THE DATE OF CREATION. THE AGREEMENT MUST BE SIGNED BY 12/14/2015 IN ORDER TO BE VALID. FINANCE OR RELATIONSHIP MANAGEMENT IS AUTHORIZED TO EXECUTE THIS AGREEMENT ON BEHALF OF ADP.