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HomeMy Public PortalAbout09-7413 RFP for Supplying Payroll Human Resource Sponsored by: City Manager RESOLUTION NO. 0 9-7 41 3 A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF OPA LOCKA, FLORIDA, RESCINDING RESOLUTION 08-7330 AUTHORIZING THE CITY MANAGER TO ISSUE A REQUEST FOR PROPOSALS(RFP) FOR SUPPLYING PAYROLL, HUMAN RESOURCE INFORMATION SYSTEM (HRIS) AND TIMEKEEPING AUTOMATION TO THE HUMAN RESOURCES DEPARTMENT;PIGGYBACKING RFP BID AWARD#04-08- 01 FROM THE CITY OF MIRAMAR FOR ADP AND AUTHORIZING THE CITY MANAGER TO ENTER INTO AND EXECUTE AN AGREEMENT WITH ADP TO PROVIDE PAYROLL SOFTWARE & RELATED SERVICES TO THE HUMAN RESOURCES DEPARTMENT, IN AN AMOUNT NOT TO EXCEED FORTY-FIVE THOUSAND DOLLARS ($45,000.00),PAYABLE FROM ACCOUNT NO. 13-513646 WHEREAS,the Human Resources Department of the City of Opa-locka("City")requires the ability to "Bring Automation to HR" by procuring equipment for electronically recording, storing,tracking and providing on demand reporting for Payroll and Human Resources Information Systems (HRIS); and WHEREAS, on July 31, 2008, the City Commission of the City of Opa-locka (`City Commission")passed and adopted Resolution 08-7330 which authorized the City Manager to issue a Request for Proposals (RFP) to supply Payroll, HRIS, and Timekeeping automation to the City's Human Resources Department in an amount not to exceed Forty-Five Thousand Dollars($45,000); and WHEREAS, the City Manager is recommending that the City piggyback an existing governmental bid award instead of issuing an RFP as previously authorized by Resolution 08-7330; and Resolution No. 0 9-7 413 WHEREAS,the City Manager has recommended that the City piggyback RFP#04-08-01, from the City of Miramar to enter into a contract agreement with ADP to provide payroll software& related services in an amount not to exceed Forty-Five Thousand Dollars ($45,000); and WHEREAS,the City Commission has determined that rescission of Resolution 08-7330 is in the best interests of the residents of Opa-locka. NOW, THEREFORE,BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF OPA-LOCKA,FLORIDA: Section 1. The recitals to the preamble herein are incorporated by reference. Section 2. The City Commission of the City of Opa-locka hereby rescinds Resolution 08-7330 in its entirety. Section 3. The City Commission of the City of Opa-locka hereby piggybacks bid award RFP#04-08-01 from the City of Miramar for ADP and hereby authorizes the City Manager to enter into and execute a contract agreement with ADP to provide payroll software&related services in an amount not to exceed Forty-Five Thousand Dollars($45,000),in a contract form acceptable to the City Attorney, payable from Account No. 13-513646 Section 4. The City Commission of the City of Opa-locka hereby authorizes the City Manager to take all necessary and expedient action to effectuate the intent of this resolution. Section 5. This resolution shall take effect immediately upon adoption. PASSED AND ADOPTED this 2R day of JANUA&y , 2009. i Resolution No. 0 9-7 41 3 JOSEP L LLEY MIA 1 Re, Attest: 4 Approved as to form and legal suffi c iency: • r S. Irby urnadette Norris-Weeks C. y Clerk City Attorney Moved by: JOHNSON Seconded by: TAYLOR Commission Vote: 5-0 Commissioner Holmes: YES Commissioner Johnson: YES Commissioner Tydus: YES Vice-Mayor Taylor: YES Mayor Kelley: YES Ok �-''� I OO .... • ■ f.gFl:QTrV Agenda Item Request To: Joseph L. Kelley, Mayor Myra"Lady" Taylor, Vice Mayor Dorothy "Dottie"Johnson, Co ssioner Timothy Holmes, Co 'ss-.ner Rose Tydus, Commis•'o er From: Bryan K. Finn 'ty Manager Re: Request t.10-/ d Resolution#08-7330 Date: Janyl Jan 8, 2009 Request: /anagement is requesting to rescind resolution #08-7330 authorizing the City Manager to issue a request for proposals (RFP) for Payroll, Human Resources Information System (HRIS) and Timekeeping Automation to support the Human Resources Department up to an amount not to exceed forty-five thousand dollars ($45,000). Management is further requesting the City Commission of the City of Opa- locka to authorize piggybacking the bid award from the City of Miramar RFP #04-08-01 to ADP authorizing the City Manager to enter into a contract agreement with ADP to provide payroll software & related services to the Human Resources Department and to expend funds not to exceed$45,000.00. Description: Staff would like to piggyback on the contract that the City of Miramar has open with ADP instead of issuing an (RFP). Our research shows that ADP can provide the expertise and support for the functions listed above. Staff plan's to implement this task in two phases. Phase one (1) will be the Timekeeping (ezLabor Manager with 4500 series clock) automation. Phase two (2) will be the Payroll (pay eXpert) conversion and the HRIS (HR/Benefits Solution) implementation. The Human Resources Department requires the ability to automate activities. By doing this it will improve the ability for reporting adequately and efficiently, ensure accuracy in reporting and tracking time, as well as reducing the administrative costs citywide associated with the current manual tracking and reporting process. Furthermore, automation of these functions will address the audit comment in 2006/2007 CAFR, and enable HR to dedicate more time to employee training related activities. 1 Financial Impact: The financial impact to the City for phase one (1) is projected at sixteen thousand two hundred seventy two ($16,272.00). Phase two (2) is projected at twenty eight thousand ninety nine dollars and twenty eight cents ($28,099.28) Combined total for both phases is forty four thousand three hundred seventy one dollars and twenty eight cents ($44,371.28). This projected amount falls within the original request not to exceed forty-five thousand dollars ($45,000). This is an approved budgeted item in the Human Resources Department budget for the 2008/2009 budget year. Implementation Time Line: The sample time line submitted to the City by ADP for phase one (1) calls for a 5 —7 week implementation period. The projected beginning date for this project is March 2009. Phase two (2) would begin in June, 2009. The implementation period projected for this phase is 10— 12 weeks. Recommendation: Staff is making this recommendation to expedite the implementation process by piggybacking the existing contract with the City of Miramar, we not only save the expense of the RFP process, but we also save on the implementation time since we are in a position to begin phase one (1) immediately. Prepared by: Sharlene Boyd, Human Resources Director 2 Sponsored b : City M P� y y anager COPY RESOLUTION NO. 0 8-7 3 3 0 A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF OPA-LOCKA, FLORIDA AUTHORIZING THE CITY MANAGER TO ISSUE A REQUEST FOR PROPOSALS (RFP) FOR PAYROLL, HUMAN RESOURCE INFORMATION SYSTEM (HRIS) AND TIMEKEEPING AUTOMATION TO SUPPORT THE HUMAN RESOURCES DEPARTMENT UP TO AN AMOUNT NOT TO EXCEED FORTY-FIVE THOUSAND DOLLARS ($45,000.00). WHEREAS, the Human Resources Department of the City of Opa-locka ("City") is in need of an automated system which has the ability to electronically record, store, track and provide on demand reporting; and WHEREAS, issuance of a Request for Proposal (RFP) would permit prospective vendors to bid and otherwise provide pricing and quotes which could support the Human Resources Department in the areas of payroll, a Human Resource Information System (HRIS) and timekeeping automation; and WHEREAS, the City Commission of the City of Opa-locka("City Commission") desires to procure equipment which will allow more efficient and effective management of payroll and general handling of human resources related operations. NOW, THEREFORE, BE IT DULY RESOLVED BY THE CITY COMMISSION OF THE CITY OF OPA-LOCKA, FLORIDA: Section 1. The recitals to the preamble herein are incorporated by reference. Section 2. The City Manager is hereby authorized to issue a Request for Proposals for electronic equipment needed by the Human Resources Department for payroll, a Human resources Information System (HRIS), and a timekeeping automation system to support the Human Resources Department in an amount not to exceed Forty-Five Thousand Dollars ($45,000). Section 3. This resolution shall take effect immediately upon adoption. PASSED AND ADOPTED this 31 day of JULY , 2008. JOSEPH L. KELLE MAYOR Attest: Approved as to form and legal sufficiency: ..;arAt A eborah S. Irby Burn(aderfe Norris-Wee ls City Clerk City Attorney Moved by: MILLER Seconded by: JrNiNSON Commission Vote: 5-0 Commissioner Tydus: YES Commissioner Holmes: vPS Commissioner Miller: YES Vice-Mayor Johnson: YES Mayor Kelley: YES ELECTRONIC PAYROLL ADMINISTRATION,HUMAN RESOURCE INFORMATION SYSTEM(HRIS),and TIME KEEPING MANAGEMENT SYSTEM PURPOSE AND SCOPE OF WORK The purpose of this request for proposal is to establish a contract to purchase a self- hosted system and/or ASP(software as a service) agreement, with a qualified company, an electronic payroll administration, HRIS, and time keeping management system that all have the ability to interface with the current Pentamation system being used by the City. Payroll Administration System: The system provided must have the ability to electronically record, store, track and provide on demand reports including but not limited to the following instructions: 1. Hours worked—All types 2. Multi-Pay Rates 3. W-2 Information and Generation 4. Leave bank accruals and usage calculations 5. Electronic Direct Deposits 6. W-4 election 7. Ability to reset on fiscal year or calendar year basis 8. Multi-level access control through administration rights 9. Tax filing engine and reporting 10. General Ledger Reporting 11. Flexible Employee Payment Options 12. Self Service Capabilities for employee and Manager/supervisor access with administrative rights for the following: - Reprint Check Stub/W2 - Earning History - Update Deductions - Access to forms (W4, I9, Leave Request) - Paycheck Calculator - Leave bank totals and hours used Human Resource Information System: The system provided must have the ability to electronically record, store, track, and provide customized on demand reports including but not limited to the following functions: 1. Human Resources Personal File Folders 2. Human Resources Medical File Folders 3. Workers Compensation File Folders 4. FMLA Tracking 5. EEO-1 Reports and Tracking 6. On-Line Job Performance Review System Tracking and Reporting 7. Training Employee folders 8. Job Requisition and Posting 9. Benefit Tracking/Reports, Enrollment and Census Data 10. Integration with Payroll and Time Keeping System 11. Self Service Capabilities for Future Employee and Manager/Supervisor access with administrative rights for the following: - Change Address - Open Enrollment - Update Dependents - Online Employee Handbook - Performance Reviews - Self Assessments Time Keeping Management System: The system provided must have the ability to electronically record, store, track, and provide on demand reports including but not limited to the following functions: 1. Powerful Time & Attendance System with the ability to export the data to the payroll processing software. 2. The ability to collect time, manage time and process time efficiently and accurately. 3. Ability to track all accruals; and exceptions such as tardiness, absenteeism, or abuse of break or meal periods. 4. Manage employee information immediately with administrative security restricting access given to managers/supervisors to review, edit, respond to and report on the information gathered. 5. Ability to be placed at various sights for easy access to employee work areas. Flexibility on type of time keeping system used by each department. PUBLIC NOTICE CITY OF MIRAMAR RFP 04-08-01 PAYROLL SOFTWARE & RELATED SERVICES Pursuant to Florida State Statutes, Chapter 287, The City of Miramar will receive sealed proposals to the attention of the office of the City Clerk, 6700 Miramar Pkwy. Miramar, Fl. 33023 until 2:00 PM. TUESDAY, AUGUST 24, 2004 FOR: PAYROLL SOFTWARE & RELATED SERVICES The City of Miramar invites qualified proposers to submit proposals, statements of qualifications and experience to enter into an agreement with the City of Miramar for PAYROLL SOFTWARE & RELATED SERVICES. Proposers shall submit ONE MARKED ORIGINAL AND SIX PHOTOCOPIES for a total of SEVEN COMPLETE PROPOSAL PACKAGES, which provides the required information. The ORIGINAL should be unbound, each photocopy shall be bound in a 3- ring binder. PRE-PROPOSAL CONFERENCE: A pre-proposal conference has been scheduled for 10:00 AM WEDNESDAY, AUGUST 11, 2004 in the Human Resources Conference room located at 3122 Commerce Way, Miramar, Fl. 33025. The offers will be publicly opened and read at 2:30PM TUESDAY, AUGUST 24, 2004 at the mailroom facility located at the rear of City Hall, 6700 Miramar Pkwy. Miramar, Fl. 33023. The City Clerk's time clock shall be the sole judge of time. RFP's submitted past the deadline and/or submitted to any other location shall be deemed non- responsive. Offer documents may be obtained from www.demandstar.com or by calling 1-800-711- 1712 after TUESDAY, AUGUST 3, 2004. The City of Miramar reserves the right to reject any of all offers, to waive any informality in a proposal received, to re-advertise for offers, to award in whole or in part to one or more offerors, or to take any such actions as deemed in the best interest of the City. Robert A. Payton, City Manager CITY OF MIRAMAR AUGUST 23, 2004 ADDENDUM #1 RFP 04-08-01 PAYROLL SOFTWARE AND RELATED SERVICES The following changes re hereby made and incorporated into the solicitation number RFP 04-08-01 entitled "PAYROLL SOFTWARE AND RELATED SERVICES" 1. The bid due date for the above mentioned project has been moved from TUESDAY AUGUST 24, 2004 at 2:00 PM to TUESDAY AUGUST 31, 2004 at 2:00 PM. Bids will be opened and read at 2:30 PM as usual. END ADDENDUM #1 PAYROLL PRE-PROPOSAL QUESTIONS TO PROCESS AN ADDENDUM FOR PAYROLL SOFTWARE & SERVICES Page 35. Workers Comp. Is this a report? Page 34. A-2 Time Clocks — How many specific locations? Page 37. Item K — What type of web services are required? Read only web services only. MIS Involvement? How much? Is the contractor to manage the data base & equipment and back ups or will the City handle that? City of Miramar 6/22/2007 12: 15: 12 PM PAGE 2/006 Fax Server `O:R I CKNNER COMPAL_ i Er terpriseellMVIE. i Enterprise ef_ME Time and Labor Management Sates Order Form J Fade 1 of 5 •:oDh:n tme r :ate:Manager Ne , Client Name ..- —, S Rick Fenner ''cyan Anschuetz { City of Miramai :xS Region S r- 1 darrti �' 'Civ1c Center Plac ADP rde Rep:eM1 +t r^ Sale,Region Code / � 1 `ty,r,,tti te.7.M i ra rn a r FL 33025 f Miami JV3V 1 ?rudaRGde 3L 2retitCompany Coe' c ; Cltan:Cti r VQQv�itt�g-Ltbur� i L E Tea Hr> sy<ea an_ne+p a eTIh:E Anticipated d rtetpr r a1SM :ter tau Gent yr arr N.notr 954-602-305 f 900 06/01/07 954-602-34$x. Aav me.et;te.? lent Email: men ras.... ( YIN r<t sagoodingliburd©ci.mira,rnal. I.iis *EF3's" ; J er mss-;_; - �nterp�t eTIP.1fi. roar En�Ulcryee._ _ Product Code 3D- .."# Pioneer Cade 3C' . •i:•• MOriF}i?Y Setup • . Monthly Servite Feces i $3.30 900 I $2.970 $7,500 Monthly Hosting Fees [ i Monthly Minimums; 330 Fc•&,t_r;rise a�,Hki add$cO`a tnuprtse Attouai,,add'5355 fro Enterprise 56teduIsi;add$1 far Este.'pd a Attendance',add SME fo•EnterpaiatLeave. i r " SoF:rwpseE.(montnly service fee),L.. :.f" '4: "I:::..•.. "set Y"; IT .seal Codes j rdetprlse eTIM and fr;fesetanai Stitt'arat ® I 4 F Fl RE, AW AMP. I i Et agerise accec.aisa r - I MOM 1 I ErtterprtseSdteadan 0 RAM 4ThatIed.,SoNerniOt.o.cn.:Pronsae,.vearmat) i k I Entmp aN teendanca 0 Feoszsrane,.tcaabre..ee..a....rosrn:,wa,rrena l -antruptlac Leaverr 0 roo nisr,.u.d.F,sn,:.=....<rsrraadw..adrec:m 1 4; Pieci?aL kikDlr+tti0n Tee : 0 F116i75 j Valud Training Cad:a tonal nrtY ) 0 1 1 Roatog 1 € Training: 0 "tore on-rate f]Entelpi ae 5chedure° 0 Ott rprise Laave* ❑ I ROOM'recruited traitdry r while is rnecha:ed I Hotted Er;eennise eTlME II I roots: j t -mane rbaar/V'$IISQN earn 0 1 Poem: f enterprise e1IM'_Manager Manorial Tonal liter {lad in blocks of in) ❑ I i McSr4(iCUR:33 Ter apgraras:dd:earths aidaf wire mopes sfl61E Upgrade 0 , I amuse - I" Cusbrn Interface: sa',i il/HR s-ttr ait(Vendor Nameaverrden): Pm,Data Ordy 0 Ftl scm • *Expenditures by the t Fay Data aim Insetm'Mt knit CI i Fepaal City of Miramar under this Time Bank I smart 0 men agreement shall not exceed i f f e il 500 without City Time.Seek brain OPect3 Commission approval , Fir xavass C'tae for P.ersytannt!y Fayal 0 Fe r Punt Link F0061 City: 0._ (,jJ moble Le* r--1 EVIVI4 ADP: Lrrmrt De.e WaT it 0.0.D in Mair:.enaxe,or Gar..k-t rlsur 0 l r l Fritr tr 5ltgtpyty and Hrn:lirg E 1 �1 re NL+6et.•et<+u.•.da<to.Gtvr%welt ra ter,:,L,nS rearms ar milt=teen t nn;a,dweskiws o'Kq:tunas!::Mot r_cer..sOi C.•.,rt0.the 1.Atae s,::ate:m1e4Ne r tr.v.v. . EtEinctaecru:and:oar r r.�i e ed.0.-maul)aSiveami;ir:n_@edzedco,regure _ _. __....,.. ..._.. _.._.._._.. ,. :._.... amnia*u,the dent . r--ma Yilma'e:ett;tea;keen'arer to tee datebas:,at 15)frail Danf-n-ri • t•' •eV-1E a Pane has teen tested stmtasit>`it: AOP Client agrees •the app Service Agreement Terms&Conditions DM 14.44.t: I/-T- a, Ere;, +. rr.•�Er if Jj r few �,.,,�-� .. ,.:ri-. :..r^... Dr,ri.a,.id��'8e:L .s f1 — I aantt r+,r,,: //�����,` ' ."".",g-h-/-2-2.476/..� / A.m.:corm a:5-.r,:mir. ..- 1 Tic:; •yi455 te• The IIM q. s,i..a;sq.ad t•._tr:a,i.:ol t ry 9i-1.44,011 Am.--•::.Rt.:. 6nme:a.1$.'171 NC 11 a,:.t•• r•ad of!y.ttm ae4 trio.a-a?.u«nq,i-t F:.tiPtroi is a!:_:io::•cd 1-e6an..i o i,eoaose Saran.lot. Lome;axoo?AV,1,,• -I• i _ I HE' : ` CE IFY that I have approved /% s. this A: •erne :. to form. ATIEST .s.,.. el.0-* ' / Cit : lark,Yvette M. j eary . City: Prey,Weiss erota Heitman Pastot4.a Cole&Boniske,P.L. • City of Miramar 6/22/2007 12: 15:12 PM PAGE 3/006 Fax Server O:RICI{ TENNER COMPANY: • J Enter rlse.eTIME.Tlnii and Labor Management Sales Order Form Enterprise eTIME. Page 2 of 5 . HARDWARE Per Each 'Quantity tdalnteuance Setup I Total Setup SCK(^+ales 4330 Yirrerbck EhET+Ct j , }00 45"A Ttreedock-Modem ) 0.10/233 @3804212 4500 Tema lOSi with Liu ckau^.sh-Ethernet 203.00 ; 19 !t}OWN t 89131 • r(P;a40IT0 6 606261 4300 Timr_bck with Quick7unch-modern I (Lf AO 0 F0ti2Tl { (Pa Main a Komi 41X0 Tinxeclock inJ y-Ethe sat I 1(14POOZ11 ta?'Rw n 4500 Tire,adc-Proximity- krdern '4.1100113 (A)R90'74 • ( 4$30 Tintadadt nett Q ickP,indi-Pttoinity (1)RDe112 t ate2O e emekonly ill Warn aWin 4500 Alpftenume c Tfinec'.vsk-Ethernet (L)R0C223 C?)100275 ■ i 4500 Alphanurnefoc Tanacfock-Modern 1 ft)106336(P!RW27a , 6500 Atphaorsnelc Finteldud;MET QuiciPunch- (Li 506113 600217 j Edw.,ice (P)RD0?S&R001S2 1 M 4*-!-,Alphatumatie rrtelia ti+ lrlePtxh- ( 0w26 d 0. Modern 4350 Alphentrnerlt Ttroodock-Proximity-Ethernet aIIINMIIIIIIIIIIIIIIMIIIIIII (t)Room minor: 4500 AfpttOrxrtertc Miracle&-at eeintity-Modem (0 Kean 1151166160 4500 ,T_. -is T$eet todc wfQricitPuni h- tt)xtl01I36RD9177 Prosy-Ethernet f r '156 106277 a Waal 4500 r eaje'kn ctode w/Qud tPnneh- Proximity-Madam IL}000210&00002 (15,800786&ROOM %rA)ti6rkiPUnch 0•Ethernet • I 3 W M110 pj note ft,X HandPuncMS-Modern I /t)R002t9 vs)800369 Pull HendPunef.S-Direct 1 1 (t1 A00'IL(P1 ROM _ 1 I I fi f } ACCESSORIES/PERIPHERAL.DEVICES(ptirchase} .Per Earth • Quantity.• TOM. — TOTALS 4500 Battery Backup Klt-4500 only Software $2,970/m 4500 Linear Integer ter Code Reader lel-4500 only 4500 Lacer Intaaer lot-4500 only 4500 interface Board Ka-4500 only 1 Interface 4500(lniverwl Relay git(used for aelk/G3tee)-4g.10 only ) i Custom 4500 Renate Reader-45irC only I ( fl and ware 3,85/Jm 4500 Pcn'cr over Memel 0 t wf Battery da1:u) 1 ` AccJPerlph 4"090 PoWar over Ethernet et wig=;arrow Backup(SW Req'd} t } 5W Setup $7,� 4500 Tree:nal AC Cutlet Kt-4:00 only i H W SetupSetup t 5n0 43x0 Power Cord-5 feet-4SO0 cniy 4.503 Power Ceed-L2 inches-4E00 orIy I SPECIAL INSTRUCTIONS 4300 Power Tray iwmer-4506 only _ pr h�t to and s=ip y.ddtszes:re 1 N und2 Sel Relay•Fu0 HandPonch E2'(+re=;ndode A:apip adi,tiy Wow; ' HandP{tndT 14.4 Modern Fa-Full HaltdPlr,cn Dtiy i fHe:tdPuncd Ethernet ICJ-Foil Henw^uncit only 12010o-tee 6adcie,50/Park)-4560 I , der r :Ri<Y.ers-4500 I ( 1 I merreerrancE e.-4500 I I So4e.Rick-450 , I I l • Th.nay LC'44.,-.:i:Cisnna r.C4r-..l:I WO of rreRth AR-..:.,irt:,t:R2T,rpryP 4'7NE 0.,egisz4., or AUlamwoc 6.r R3e4ssi:p,1=G,ii•■x:PUnd1 is•tey^iste-,4 tyr{.f:2tl,i'y'Ft::39,0DR 575t1'V I.Irw. ,.nawry C21:107 A:]p.Inc. 2. i City of Miramar 6/22/2007 12:15:12 PM PAGE 4/006 Fax Server `O:RICK TENNER COMPANY: jTERMS AND CONDITIONS 1 1. Scree of Agreement, is.Client and it toepioyee dud not Include or pn rite`a ADP for Atee agrees to provide to Client in accwidar ee with these temps and it'da7an re net Products any ChM Canteen which b obscene,offensive, cons/tore and any exedoits hereto(colkcti„ete,the"Agreerneot h the data lnapprePriate:thregentne,mal:ioto,wilds atolate.any eppdtca le lair or calecamr deices lte.sd in the;ales Order,xrdudr le,but not trotted to any mutation or any convect, privacy or other third Party nett or which data cataecton Ponces such at tirnectocks and HandPunthee, ('Ilse otherwise exeooC.ADP to civil or crtitenal liability, ADP nsehtG the right &TUipmatt; and any toisea,e contained therein or application aced in to exceede or immediately remove from any Tete Product any Clem conntcfror with the EEqutn ent or aceessedi by the equipment through the Content which It determine In It =it distretksr violates the omelet Internet or#err`anet(equipment and seibeare or appeeeiioo aoi retied sentence.provided that ADP he:no pbliga:toc to review or monitor the cervices,czar-lr ;reerr ed to se the "Ti.M Preductel.Arty provider-.of Client Content, t es neeinent:elating to the hsfcrn:At shag net be aCphcabie ii Client doe:not cbtar<Equipment from App. 4. Charges. A. Sped charges for the T.M Products are provided on the Sale Order 2. Fern. or ether signed pricing proposal and shoe be set at the rate:sat forth The etitlal tee of this Agreement dee commence no the date hereof and thereon foe the first six monthal after the date tie Agreement Is accepted shell continue on a montt"tt-nonen bads until terminated by ADP in by h.'ne.'rt(amain;no dwryo in rackdrariery spesige tans,wAar.ao or SC=referee with the eromioibns of Section 15 or by either party or,at least quip o)fees"Prated Period), Client shag pay ADP for the products and thirty dayti prior fritter notice senses added by Clem after the date hamlet ADP's thee pretWtang Plea for such servile,ABP May it hose ixicem at any time niter bee Neal Pored 3. Use of TIM Products. won at keest 30 days pie written note to Caere if sods eharne is out of a A. Cleat agree that at will tore the TIM fao&&tIP In accordance with fhb genial price chancre by ADP to lb die nt for affecbad itetns. Agreement and any orline or chaink-wr p term,or&cenae, license term. 6.GEerd shat pay msr.day,as&redctd, for the uar, of the net Pi Chet, attached hereto. Areendic_s, or other accompanying docienansadar (Nand*Peel. Such Monthly Feee than include maintenance of Eq a'pn ed If ihdudno the not limited tr the dent's Sales Ceder made available to Client the Equhm e t lc leased,acrd not pwdtase,byitere. lard doll aim pay an by ADP oe it tceraao('Additfenal Ter'me), kst tatbxr and rat nip fee for each unit of Emit:melt instated on Clier&s 8 Client mill use the TLM Proceeds only for Ito awn intorna?and proper leveret by ADP,If Cent purchases the Beuiprirst,t stall pay armuaty,as bteiiresc purport in accordance with this Agreement and will net Ng,leace, tarot e3,for its itenance of the Equipment traao t emcees a waiver as Any ices to o•oth¢ttau provide the TIM Product,orrary portion thereof, spedhedM Sodion 7. to any third party,a-eluding wfh art lime rtior,any competitor of A .The 5. Payreety Tones. TLM Predtctt are intended to eerek the trentatrswtn of data horn within or R,Them shag be added to all paywenin hereunder amount equal to any between the United!tom and Canada. The TUn Ptodectd may not be used applicable taxed levied or based on tin Agreement(unkes went provides or aueeaed from mhalde the United:Cates or Canada or in any ray that ALP with apprt elate exaanptan certificates):reektrive of taigas based un violetet any applcable hiternatiortai,federal, gate or local fawn and Jar At5b'i net Income retgulatiors.in order to keep the products cemeemt.ADP may hart line to 3,All karotes raid be paid be Client in full within 3D day,of the invoice time perform meamenance fixes and other upgtadeo to the TIM prtdecto date. If Clint fall& ter pay any amount doe Carder teas Agreement, Client is then receiving. AD?vita perform these upgrades on CRertte behalf whether by aaeeterationt or otherwise, Client, won demand, shag pay for at hosta l wtaduct:.For non-hosted roductts,Client will be repaired to htta~est at the rate of 1845 par annum for 1.1/2%per mett[te but not to install the upgrade provided by ADP In accordance with the written notice lamed the nvoli nurn allowed by late,on such delinquent ameuat from provided to Client the due date thereof until the date of payment t Gent in liable to pay ADP C.Subiad to the tears of this Agreement and the Additional Term,SOP for any and al exixirees APP may mete',Ixledrq interest and reasonable grants to dent a rrenexcludve, noner•ateferebie license to von the 11.14 attorney's fees, In tieing action to coiled any entomb due ADP Products preceded hereunder. Cghent receives no righto to the TL$Preductc hereunder. or any intellectual property of ADP or its licensors,except as expressly stated herein. All Mtetecu,anl or emendate riphtc relating to the-P-At Products t 6, lestaHatioa. reserved,The TIM Products are the tensed andf=t cooed property,and Client shall also provide and fnctall all power,wiring and cabling rotated embody the proprietary bade secretteehnrAogy,of ADP andfor R4 icerhuoa{s) for lawapatlon of the Equipment. The bualneee day fotlowirg the day on and are psttteded by copyright late,and erterational oePyrlght treaties,as which(i)ADP,or Its designee,determines that the Equipment has been well as ether intellectual property lace which among ether things,prohibit placed in good waling order In accordance with ACC's standard the unauthorized tree and ceeyetg of any Tid4 pmdao t. The feet paid by legedatlon Procedures,or(R)5 days after the Equipment is r elkrermI and dent to ADP h.Nr the TIM Products include a R--rtsc fee that enhtttr the the.(bent fagt,to provide the rmerbed bio.l'athm environment,shall he undersigned to use the TIM Preis/de as set forth herein or any Additional :are:derai the °Warranty Commencement Date"'for peopates of this Tens Agreement, } D.Ent:Menent purchased and fully paid for by Meet it not subject to the restrictions at use contained in paragraphs 3A,53 and 3C strove 7. Risk of Loss;Title to Etnripluent;MaIntetrance;Etc. _ E.AC'wiii tale reasonable precmrt:ors to prevent the loss of or aleratioc to P. is toot,theft or damage after shipment of the Equipment to Mutt client data input Into it the 1114 Products,inchiding anekee tg regular back- shall relieve dent from eery ob igntiona on de thee.Agreement.and Client 1 up procedtrree,but Alto cannot(guarantee again:any suds loon or aliena'ti n, deli be liable for arty euth loss,damage or destruction(regardlen.of Accordegly, Client writ, to the extent R deems necessary. maintain a came). procedure ezterr sl to the'i Lle Products for the recorstrtxbon of lost or II.Cleat chalk not race any aNerati ee or attach are device not wed altered data leg meireafnlnq printout of client data Input into the Teti by ADP to the Equpment,nor shall Gent remove the Evuiomcrt forma the Products), place of original installation without ADP's prior consent ADP shall have F,Muir freernr,"Client Conant"emit mean (t)all oayrall,human rcsojee the right be enter Client's premises ea irrpeit the egote ant d:rnng and slrreia Infortttatiore promdnii by rent or Its agent or employees. normal buses Nauru,Trees porar aph 8 dull rat apply to E¢eIpment including ass,acbarual arfvrmadon, ere Client'c tradenrarka, erode Dante„ prenb rsy purtttated and fully paid for by Client *deice marks,faqir and designs and(8)err other Information or materiels: C.Tree to the Eglepment shell remain in SOP, The Equipment is,and at .r tnovided by Client.re ee-Ewe it(font le.g..irraged,emPtaics,tent,etc.),it at tines shall remain, a separate Item of personal emptily, be included In the Tate,whetter Metered therein by ADP on behalf of client noiwttlr ending it attachment to other eg'4s'rratt or real property. as part of to setter services or directly by Client or any of its employees or (Rest slid fumdr any waivers or content rearmtater requested by SDP agents. The follo:vlrrg provisions shall apply with respect,to Client Content: to give furl erred to the intent of the preceding sertenee.Thin paragraph i. Client spilt be riclety reeporr.Pble for updating and maintaining the C shall rr,A apply to Ecuiprn:nt psitM isa'y purcheeeed and ferry paid for by cmnpteanase ar t 1.cuacy of all Client Content Client rhng'indtmairy and Client hold ADf'haamie e`iirvnr and against any and all deem.and cases of action D. Char; underetandd that ADP, or Is dedgnee, pursuant to Ap'e bro lint agaw.t COP,including any end all damage„ losvee. expense., nledware manttnence teems, will furred, maintenance services for the City: ettaaney s fees,costs and liabilities eusteirred by ADP,no the extent that it 5TU(pnleft and conditions as ea forth below and that ouch maintenance based tarn a claim that any Client Content Infringes or violates any fain:effect upon expiration of tire warranty see forth in.Section 1D. if the patens,coerriohte trade menettt. or other preoietery rights of any third equipment t lasted,the cos of su h maintenance service it part of the ADP party, *To the titan emoted le Merida law. APonbrry Fee. if Client purthlx'rr,the equipment maintenance is o::iernt hi.ttent shelf be respenti}tie ter obtatring all required rights and lienres to and may be obtained at an additional cap: anti a separate input( use and dispkr eh Client Constant in cvrrtecticer with the TiM Product:. rrrainterance fee applies. A Client under tits (xurchase veto may Client hereby grants to SOP a nor•-escrnrsive,non-transferable license is use, seem:ate its receipt of maintenance service:by providing writer rrstici eat. motif/" adapt, ban:late, exhthlt,pubish, repredcxtt, covey larellatny to AC?no less than 30 day:prior to the end of the then currant annual • bark up copies)and display the Client Content as roar-nabiy neccrery to coverage period, SOP is not reot:icd to rebate to Oient any maintenance provide Tun t.ndoc. or eel Fenn the Sevicee covered ender the:Apreenrent teas neaten to a current oi prior coverage period, NOTE:If a Client selects the pu tease s'e2GA Bra. Opts net to reeve or terntiartls ILK-Term And Corretions Version 5 'ape I of I City of Miramar 6/22/2007 12:15 :12 PM PAGE 5/006 Fax Server • 'O:RICK TENNER COMPANY: • maintenance eervrcee hereunder, any such services provided by ADZ at i. Stawde the hosting environment i+xludiry the hardware met cremes ragtime wif be arblect to ADP's,then current cbeges for etch aoRnare acquired to host the She{the-S'etem1 and the oFerattmi services which will Wisely be significantly greater'than the anneal fee under and required maintnaxe of such Sys;ens. Client ecenowledges that . the maintenance plant Clients dexrthhed in the preceding sentence must the System may be teed to provide similar soviets to other uent execute a waiver of maintenance services ac set forth in AOPtrxder J. Client and that Dime ecqurnas no 40lt5 Herein. that bear aA delivery/shipping was end eH eKk of tom during N. Deploy the 1'tte Products eee eed by the Client ae a Uniform drpnenttdwere of Emeatent lathery to make:eerier senores. Client Reaotxce Locator(tail)to be selected, registered and awned by shag West AeDP,or its designee,to bare sae and ccertpi.ae areas to the ADP. Equfpretert during normal business fr:.strs. ADP nig:tee littai:the Equipment ta in the event that ADP cEsothes aedjor Client reports to ADP thrrru^vh free front defects In enamel and.vorenen hip as follows: its support gee that the Syeem is experiencing en abet or that the RN Rockets are experiencing oserationd isouee,nark Ageetiy to (r} Any pert found to be defective(except as spetmcalty eethrded below) revolve such issues as noon a eatable, ghee primety to outages • shat{be reptacd or rep3lred,et ADP;Or k'•?,designee s option,hhitoOot and elgadicant operat orsal issue.. thane for gents or Wax, provided that the Equnermal has been iv. Use mmraerciafy reasonable efforts to make the System creatable at • property inlalied and maintained by Client and provided that web last eel%of the rime, for the hams of avalabiky wcdef In aggigment bee been used he attendance wee,env doennentelan or Seeker Si E (v) ("Hours of Atzlinbify"), excrete for s8hedtded • Additions/Terms provided by ADP or its designee and has not been esirtrtance and any loss or crtenaption of the System due to abject to abed or tangoing. causes beyond the control Of ADP or etheth we not reaconehiy ia) The foregoing repairs and replacements may be made only by ADP or Ito foreseeable by ADP,inchndino,but not limited to,teamptian a designee,end wii be made arty after ADP or its dealgrees a notified of a failure of teethoxranerst'on or dyke barmarztn skis,Internet aroblesn,receives delivery horn Giemt of the Erprpmart(which delivery 010w damns or faiuna a'uneuNwtized intrualons. In eider to. 410 not violate the prowemne of paragraph 8 above)at ewe and per era required 5yotem makttenmece, the Swett wit cot be determiner, that tt newels hum defeN.ro materials Or worlurnarxl':ith evadable(a)for!•ours ordudad earn the Marrs of Avafabley end Neterithslanding the to cooing, ADP may Sarver a tempera:} (b)teen notice w the hart for one 4-hour oeond on an occasional •. replacement item for Cheery; tree white each detetrnirartbn is being weekend as require'by any infrasbu biro change. ADP Distome made with Irene to the Equipment in guasbat Supped wffi notify the Cart of unecheduled System downtime ea (idl Repairs and rapbcemairts tethered as a resuk of any at the following axes as practfutle. If the System ecperianoes xoiechd;tkd OW not be included in the foregoing maattenanceservitcea and shaft be dovattane,ADP will work Meer y to eareef the problem until it is trargeri at ADP's then current rams: a) Damage, elefeco or resolved and the System is made avadobie. malfundthre resullirig gram misuse, accident neghd. tempering, v. ADP:hail he raspontabk for estab ldtttrei and maintaining a savor usoeuel Orrice,or era:trid Osca., or roues other than=meal or environment for the Site and the *earn, which olud k:iude intended use:b)fatka'e of the ClaM to preside and makrtain a meted* physical security,Intel security(»chx&ng Premise enciyptsn and irstaa3afidr emrironmeett:c)Any alteration merle to or any devices not heeeehetti 14CY0 tontreI}, and Intrteen detettion. Heal of eravided by ADP aimed to the Equhmeft and d) Maguire:km Aveifandlty for any hosted product are as follows: mui[ting from ute of badges or aiiPtrllee not approved by r.DP. (hi) E.Carts»terms in this Agreement apply only if CLerk lads 64:dpment Product Hours of Avai'te tY and cermet tarn:apply only if Client machete Equipment. If Client inanely leases Egiripnera and subeegrentty pun:bases and pays for ouch Enterprise e'IFIE 100am—eigare Menefee through Seamier Eastern Ertuprteant,,the terms heroin appikabte to purchased Equipment chaff Time; thereafter apply to the Eggert/ant purchased by Client in!Fero of the 4100am-1.:ooam Sunday EEastern litrre, terms herein applicable to leased Equipment excluding ADP Melees and on the second and fourth Wednedrye of omit month from 11:94 PM through a. Return on Termine tton. 5:00 A.i Eastern Time Immediately upon terminafon or cancellation of otie Agreement, for any meson whatreevet,Client that,at its expense,ream the:fie ormduw`•to azlaharfAanager 24X7 except Sunday 12am to Earth Eastern Time AO,in accordance with AvP'.hdaructasns. The Equipment shalt be returned ed to ADP to as good union ac received by Client,normal wean'and tsar Hosted elite lifeC to to 11;O0per,Central Time,though Sundry excepted. In the event the Eweprtteet is not rtetterted,Diet agrees to re,riCilaSe the Equipment et prevaltrg norhutactuhate aiggested reel ace. emethstene /Map: to IUigOpre, Central time, Monday through. Three Section S dash not apply to Egtdgenent Keeled),purchased and sly Sunday paid for ley Client. 10.Warranty. 9, Online Access/Hosting A.ADP repreeeno and warrants to Client that the Equipment shat be free k awe, end its authorized employyeed, may crass?U' Products from defects in material and wwkntanshta at the Nvananty ihrargh the internee or an Mere t at a oehate(the"Sete")frosted by:D? Commerresmertt Date(as defined in ,ection E)thereof and for 30 dant on behalf of Client as provided km tin in order to Input infourtatan rang to thereeftta•, its erneloye&&' time arc attendance and related Women Client E.EXCEPT AS Stecee CALLY PsOt'i i,ME EgJPMENT IS PROVIDED a_kriovdedgee that ADP does not iwaew the actuate/or completeness of any `AS 15" MO Nal'HER. ADP NOR ITS LICENSORS MARE ANY orbmis*ans to the Site made by Client or Client's employees. Cheat agrees WARRANTIES OF ANY CND, EXPRESS OR INI'UED.,INCLUDING,MIT that it It its dale reseorretdity to submit information relathy to the use of the MOT LIMITED TO ANY IMPLIED'WARRANTIES OR MERCHAtfrABlti i r OR Tile Products and any atodeled SOP services and to verify the accuracy and FITNESS FOR A PARTICULAR FUi1P SS. corenIer_ness of airy information submitted by dent or Its employee. Client acknowledges that by submitting contmuNotbrte through the Site,no 11•Confhfenttality confidence!, fduciary, and eontracbaafy hripked or ether relationship is Al Confidential Information disdosed hereunder wig refrain the cehrsive seated between Apo and Client other then puvstrrant•to bus Agreement. In and confidential property of the&dosirng patty.Tee receiving party will . adation.Ciiert acknowledges that security of trapinrr arc Oren the Internet not disclose the Confidential Infonratoe of the disclorin9 party and will i:amot be guaraMned,In order to access are use the Site,Client and it use at lea=the same degree of arc,dlruetaon and diligence In prteNJrtg out honied users will be req:aPed to predde a Artist ueerrlitrte and the Confidential Aforntation of the dkdosrg party as it uses with respect pat eroni. Orent rn'i instruct to users to take ail edam necermry to to to own confidential information. The receiving party mil limit access to maintain the privacy of their usemarne end password,trtckxiing,wIthmit Confiderkisi Ineemation to is employees and authorized Ceoreaanath es limitation,safeguarding their userhame and password in:pirate and sacure web a treed to know and will leaflet them to keep sutih infuttheSon place. Client will instruct its authoned tiers that in the mere that they hose confidential. *Sebdece ea Markle Public Ream,tarn reasor to believe that an unauthorised third party has etces to Client's NenwRf:tanding the iaegoinn tic receiving Party any dxbse account,they should promptly woe ADP. tOt'to act responsible fu (t) Confider/1M trurormaeon si the dtodosing party(at to the anent rreceesery Ciente eccss5 to the Internet (if) 'n'.rrcepton or interruptions of to prwrde the ce:vicma covered by this Agreement. provided that try ""ty' commrrtl:attcre Ghro iglu Ire Internee, of(ie)-change or tosses of data d9 losuee tea third party le made in rerft enee if retch die:locum ries not through the Internet to order to protec Cirent6 data,ADP may suspend reatiested by the feclose g party.(b)to the extent necessary to comply A1W Citents,Or arrf of Crs out tcr7aed users`tea of the T hi rradt^ts via the with arty taw,rule,ieguirxbrr or t urf try apzTcable rs t,(c)x appropriate Internet irnrrredtatdy,without recce,pond r an rverttott r,if cry(react, to recoond to any eumnorue or subpoena or in connection with any of security is ouspested. litgatio:,(d)relating to a specific ermfoyec.to the extent net enroiatee I B, 41: H of in_Servxes. has tormented to its mieese.Se)to any affiliate of the disciodeq party ADP*Tali: covered iy the Agreement and(fl to the extant necessary to aaace to rights under this Agreement.user,the re4,x:et of the dkttosl,nasty,the Teti Terms and Conditions'tercimn 5 Pape 4 of 5 • • City of Miramar 6/22/2007 12: 15: 12 PM PAGE 6/006 Fax Server O:RICH TENNER COMPANY: f Y 2 reserolnc Party MA return at desiioy al Confidential le fornatarn of the A.Client atknoedncf es that t has not been induced to enter Into the I dischnerc party that 1s in it posse:non.Nobeaitkanciee the foregoing,ADP A:f otntcnt by any representab'an or warranty not net Fete in the F may retain information he re gutaabr Mimes or in back-up Men,provided A;ree n:At This Agreement conegro the attire easement of the Met ee € that ADP's confider tlalp;•obligations hereunder contest to aerie, as to the TLJM Products end such Agreement seperseden ail esteem For Dump*: f thin Section.`Canidereid thfornatioa"dealt mean: agreement and aft other oral.entOen at other communications between all inseminators of a coreidendel or proprietary nature povided by the them come-ring the ITEM Prod:etc. Client thereby acknowledge*that any. 1e,sleeirg party to one receiving party fr use in*refection with the 1Let and aft r'emesentaiortc grade by ADP and its•.m fyxet.either orally or in prod ben but does nd include el Informers*that is already known by the writing,which are not sheclicafiy included in the tams and conditions of rereisnng party, Of) information that becomes generally available to the tiffs Aseaamefll o'in a smear!addendum signed by an authorize/officer i putts other than an a roue of dectopre by eve rcceieng party in viofeeon of AC.P are not wateelatto the Agreement and ore not binding upon ADP. e of this Agraarrent,and(Fe;hnfornsation that towrope know,to the recoNing This Mall not be readiest 1A arty nay except in awning sired patty from a MVO other the the t )odng party on a narnconidendat bangs.Confidential information of ADP also includes all ADP trade Ports, 3.Mather pet,may assign It rights,duties or obfgatiote that arise under I ereppee prepehatary data,information or documentation related thereto,or this Agreement without the prior written conned of the other party. are pnen4 or product adornramon finished ao client by ADP. Cadidea.im Thin Agreement t eft be br''rdrn;ripen and shag intwo to the beaded ADP i. Infotmstion of Client ales indades di pert:went Identifiable vowel and and Hiatt and their resat Live ntccrrsors and pethnittrid malgr>a eroplayemieva data. a!f any peens' of this Agreement shall be he51 to Al.hvald,dtegaf o- unenforceable, the validity, iegaly or enforceability of the remaining 12. tUinitetion of Liability, provrtonn dad not be in any way be aff m or impaired thereby. I A,ADP's ante able-aeon in case of any breach of Ras repreniabort and O. Al t otica shag be in writing and shag be delivered or tart by warranties bet forth in lattion l0(A)shalt be to correct repair or replee,at recognmed cmarde or registered or cabled n'ei,return receipt requtsed, ADPs opeornr any defective ice*. ADP's aogregat. Irian under this to the add Bouts indicated on the face hereof yBh eat addiiiorel copy to Agnterrhent during any calendar year for damages(menedaiy or othenekle) Automats Data Procesiirtf Ise., One ADP Bodeve'd, Rosettes!, NJ. t under any ceturestanor for dawe of any type or character made by Cleat O7068. Attention:Gerterel Coturte, or to such other addresses as the r ar any data party arising from or related to TIN Produce will be limited to pates shaft speedy by notice given pursuant hereto. the leerier of f i)the amount of actual danhaes inured by Client or Ile)the E. The heedirige an this Agreement are intended for convenience_ of average monthly chaps for one month for the affected Tlhl Product, ADP reference only and shad not effect to interprdaeon. f eill tame Cleat a crags}equal to the applicable amount and any tuck F The irxhveuas enecutbag this Agreement ere behalf of ADP and Clitat create)wig be noshed against eireictrent ADP service fees.The foregoing carat ) tanitalhxt shell rot apply to actual damages incurred by Client as a direct hereby represent that they are d rty authorized by nit necessary action to (��j 1� t remit of the cdmir,4 or fraudulent acts or wilful misconduct of ADP or any execute His Ayeernent on behalf of their reap ctl a pendnntt. The City: V of its ern/bye- Tee foregoing Thnlatlons shall be the extent of APP'z Agreement.hap be gWeited by the lanai the Stn'to of pea.ida. i. 1',abilty under this Agreement;not wthdanding the farm of any claims made G,The tarts of the Agreement are subject to any Addfional Terms. In App: r hereexnder (pg, contract, nopipence or othaveisel, and shall crnesthhtte the event of a coded between the tonna of des Agreement and audt i. Cramf rode rernedlec. Malone Ted,the docuerertafMf haft centred in the foftoven order, l a.ADP shag not be hake or deemed to be in default for any delay or fallwe (1)the Appetdfx or Appendices or Erhike:4}to this Agreement,(2)this to perform under this Agreement err for itterruptbs of seivict mulling, Agreement,and(3)other Adddronal Terms. directly orindbecily,from any acne beyondAPP'a reasonable centre, H.The failure of either party at any time to alone any right s remedy ' C. 1.M NO EVENT WIL!ADP OR WENT 3E Rc,POiISeaLE FOR SPECIAL, available to it reader this Agreement or otherwise with respect to any INCIDENTAL,INDIRECT, PUNETIIE,OUNgqieiliAL OR OTHER STMILAA breech or initiate by the other party than not be corm-sued to be a waiver O.AMACt-S MICR'THE OTHER MAY INCUR OR pPc"RSEJiCE ON ACCOUNT of such right of randy with respect IN any ether breach or feline by the OF MT:Wee 11iTo at RELYING of THIS AlREEPt!NT ffCLtaDtttG•8UT otherpwty. NOT LIMITED TO DAMAIIS FOR WJSl� EXPENSE. LOST DATA, I.The partite hereto Po rtsly understand and agree that each party a an MACHOtE DOWNTIME OR DAMAGE TO CLIENT OR CLIENT'S CUSTOMERS independent contactor le the performance of each and every part of this r CAOSEJ SY ANY EaraeNC,,DEFECT,ERROR OR,:le1FJnC'.ON IN THE Agreement,in coley responsible for all of Re ernployaee std agents andptc EQUIPM;:TrT, EVEN if ADP OR CLIENT HAS BEN ADV OP THE labor cods and expenses arising in connection tfiere a ft. POSSIBILITY Of 9JCl•i DAMAGES, J.Waft respect to die TtM Products towed hereby, ADP oaths, vendors led referral perterro May enforce the same disclaimers and 13.Default by Client;Renuedies Upon Default. Mutations against Client an ADP may under Secliom 10(3}and 12 of this If Client(l)defaults in the pa-rtreit of any sem of money hereunder,iii)falls Agreement Other than ADP toppers,vendors end referral partners,who t I. o install, remove, or *icorniecia the sgalament from awes existing are intended thrd party beneficiaries with respect to Sections 1v"la)end comoubsr system, (9) derfadta hr the peformance of any other of is le,nothing in this Agieernent create,or will be deemed to treat,tied r obtiga ions under this Agreement or(iv)camnrlra an act of battferedry of part,beneficiaries of or under ties Agreement ADP has no obligator to I becomes the subject of any proceeding tmderthe eankrupt y Ac or becomes any third party preluding,wthout imitation, Clent's employees andiar urolvent,or if any a,hstantiai pant of clients property become arabeect to any taxing authority)by*toe of this Agreement, l any levy,seizure,assignment,at:Je :Son a sale for or by any crediter or t aoveerunztrl agency,then,in any such even.ABP,at to option may(a} t terminate or aa,oend any Client's acre=to Be TIM Prodrets,(b)terminate ;< lies Agreement (c) whether or not the Agt••_entent is terminated, take immediate p7rsession of the Eauiotr,ent, wherever uatned. and for such pur9eue enter upon. any p-eMiOoe without wabilily fur no doing,(di sef, , dispose of hold,use or lease thee Ecrunment as ADP in it sole discretion may dead;end(o)declare any and all amount-due under the Agreement to be immediately due and payable velvet F,,rbo r demand and may invoke any and all otter remedies written by a>phcriele Lee. ClIex agrees to reimburse APP For any and aft weenies APP may Incur,lnckehng intercd, pct,and reaso^.atle att<mey(fete.In tektng arty of the foregoing actions, The remedies tee forth in doucac(t)and Id)above shag not reppfw to any Equipment purchased and fay paid for by Clar2.The rennedes contained in this Section 13 are sweet-olive and in addtian to ail Atter rights and rernadlee available to ADP under this Agreement,by operetlon of law or othorwine, 14.Govermues,t Regulations and Manufacturer Requirements. Client wit be esyorcible (i:)for compliante with all laws, governmental reatuatiets and manufacterard requinaryrerntx affecting Its rsuseress,and IR)) for any use Client may make of the TIM Products to waist Client in carnol,irg with snob la eo,governmental reputations, and manufacttxeri raauirarrtnts and ADP snag net lime any re,pan;iiPiky winding thereto end:Ming• without tnneethm, advising Client of Dienes rnsooneerititia in complying with any taws, eovernmentel reg.oiations or manufacturers reauirernv is weeding Cber;'s busina2), L5.General. TU+t Ter rns anti Condition..Ves.or 5 Page 5 of 5