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3841 To Authorize an Amending Agreement Between the Corporation of the Town of Tillsonburg and Ceridian Canada Ltd. with Schedule ATHE CORPORATION OF THE TOWN OF TIU.SONBURG BY-LAW NUMBER 3841 A BY-LAW to Authorize an Amending Agreement Between the Corporation of the Town of Tillsonburg and Ceridian Canada Ltd. WHEREAS the Corporation of the Town ofTillsonburg deems it necessary and expedient to amend an agreement with Ceridian Canada Ltd; THEREFORE the Council ofthe Town ofTillsonburg enacts as follows: 1. THAT the Agreement attached hereto as Schedule "A" forms part of this by-law; 2. THAT the Mayor and Clerk be hereby authorized to execute the attached agreement marked as Schedule "A" on behalf of the Corporation of the Town ofTillsonburg. This by-law shall come into force and take effect immediately after the final passing hereof. READ A FIRST AND SECOND TIME THIS 11th DAY OF AUGUST, 2014. READ A THIRD AND FINAL TIME AND PASSED THIS 11'" DAY OF AUGUST, 2014. MAYOR -Dave Beres ~~-:::::::::=-- CLERK -Donna Wilson EFFECTIVE DATE: Upon execution by both Parties TERRITORY: Canada CLIENT INFORMATION Client Name The Cor oration of the Town ofTillsonbu Service Contact Darrell Eddin ton Billing Street Address 200 Broadwa 2nd Floor AGREEMENT AMENDED: Schedule "A" AMENDMENT the "Client" Phone No. Fax No. e-mail 519 842-6428 x3251 519 842-9654 deddin ton wn.tillsonbur .on.ca City Ceridian and Client hereby agree to amend and modify the terms and provisions of the Original Agreement (the particulars of which the Parties are familiar, and a copy of which may be attached hereto) in accordance with the following and/or the terms of the Service Exhibit and/or Pricing Schedule attached to this Amendment, the content of which is incorporated herein without further reference. The Parties mutually acknowledge that unless otherwise expressly provided herein, this Amendment does not and will not serve to revise the relationship between the Parties, and it is mutually agreed that any and all unremedied and outstanding accounts, defaults, breaches or other matters, existing between the Parties as at the effective date of this Amendment shall remain intact and subsisting notwithstanding this Amendment. All capitalized terms used herein shall, unless otherwise defined, have the meaning ascribed to them in the Original Agreement. AMENDMENT DETAILS 1. SERVICE CHANGES. 1.1 Client's existing Payroll Services shall be migrated to the Ceridian Dayforce Human Capital Management Services described in the attached Service Exhibit, for the Fees set forth in the attached Pricing Schedule. All existing terms and conditions, including pricing, in respect of Client's existing Payroll Services will remain in full force and effect until the Service Start Date of those Services contemplated in the atta ed Service Exhibit. Title: ___ .JGC__f;&~L~d;;±:>/CJ:d:::_ __ _ Dare: _ __.!'.z:>"'f,--"::..L-::-.,.s"""''-+'----,------~ The Corporation of the Town of Tillsonburg_AmendmentAgreemento0009125.0 Page 1of14 --------·------ 0=-t.DIAN SERVICE TERM: 36 Months TERRITORY: Canada Client Name The Cor oration of the Town ofTillsonbu Service Contact Darrell Eddin ton Billing Street Address 200 Broadwa 2nd Floor 1. SERVICE EXECUTIVE SUMMARY SERVICE EXHIBIT CERIDIAN DAYFORCE HUMAN CAPITAL MANAGEMENT Phone No. 519 842-6428 x3251 City Tillsonbu Fax No. 519 842-9654 e-mail deddin ton Ontario the "Client" Ceridian shall provide Client with Ceridian Dayforce Human Capital Management Services within the Territory, consisting of access to and use of the Subscribed Modules, in conjunction with those Services as further described in this Service Exhibit. Client's use or non-use of any particular function does not impact its availability or the Fees payable. 2. CAPITALIZED AND DEFINED TERMS 2.1 All capitalized terms used herein and not defined shall have the same meaning as in the Agreement. 2.2 As used in this Service Exhibit: 2.2.1 "Annual Inflation Index" means (i) in the case of the United States, the Employment Cost Index: Total Compensation: All Works: Civilian, Not Seasonally Adjusted (ECI), as published by the Bureau of Labor Statistics, US Department of Labor; and (ii) in the case of Canada, the Consumer Price Index, as published by Statistics Canada, Government of Canada; 2.2.2 "Ceridian Clocks" means clocks, hardware and other ancillary products, sold by Ceridian to Client as part of the Services, as set forth in the attached Pricing Schedule; 2.2.3 "Documentation" means all documentation relating to the Software, whether in machine-readable or printed form, provided by Ceridian to Client, including any updates, revisions, new versions, and supplements to the Documentation; 2.2.4 "Funding Authorization" means such written authorization, power of attorney or other form executed by Client from time to time as reasonably required by Ceridian to authorize and permit Ceridian to withdraw money, forward payments or take other steps to facilitate the movement of payments as part of the Service; 2.2.5 "Funds" means those funds to be received by Ceridian from Client, in an amount equal to the Payments to be made for a particular Payroll; 2.2.6 "Modifications" means any error corrections, modifications or enhancements to the Software that are included by Ceridian in Support of the Software to all customers; 2.2.7 "New Versions" means new versions of the Software that may be deployed by Ceridian to Client for license pursuant to this Service Exhibit; 2.2.8 "Number of Employees" means the number of employee records in the Software that do not have a terminated status, including full-time and part-time employees as well as any contingent labor or contractors, or any other individual in respect of whom information is being recorded in a Subscribed Module, and all administrators or other users who are accessing the Software or database relating to the Services (for the purposes of this Service Exhibit, each shall be considered an "Employee"); 2.2.9 "One Time Fees" means those Fees set forth in the Pricing Schedule under the heading "One Time Fees", including those Fees payable for the implementation and training Services, or are otherwise identified or understood to be one time or non recurring Fees, including any Fees payable with respect to change orders; 2.2.1 O "Payments" means the payments to be made by Ceridian on Client's behalf hereunder, in respect of wages to its Employees, statutory remittances, tax filing liabilities and other third party payments as directed by Client and agreed to by Ceridian; 2.2.11 "Payroll" means the payroll of Client processed or to be processed by Ceridian with which the Service is associated; 2.2.12 "Rate Sheet" means the document that itemizes those ancillary services offered by Ceridian to its clients at the then current rate, not otherwise stated in the Pricing Schedule; 2.2.13 "Recurring Fees" means those Fees set forth in the Pricing Schedule under the heading "Recurring Fees", or are otherwise identified or understood to be Fees which are payable on the periodic recurring basis stated in the Pricing Schedule; 2.2.14 "Service start Date" means the actual date on which the Services move beyond the test stage and Ceridian has confirmed (acting reasonably) that the Services are ready for use in a live production environment, which will generally be when the Software is loaded with Client organizational structure, employee information and Client specific rules and Client has administrative control of the Software; 2.2.15 "Services" means, collectively, access to the Subscribed Modules, together with all other Services described in this Service Exhibit; 2.2.16 "Software" means the software program(s) licensed by Ceridian to Client through which the Service will be provided, together with all Modifications and New Versions; 2.2.17 "Subscribed Module(s)" means, at a given date, the module(s) to which Ceridian will provide Client access as part of the Service and as set forth in a written Statement of Work ("SOW'), signed by both Ceridian and Client; The Corporation of the Town of Tillsonburg_AmendmentAgreemento0009125.0 Page 2of14 2.2.18 "Support'' means the support and maintenance services provided by Ceridian to Client with respect to a Subscribed Module in accordance with this Service Exhibit; 2.2.19 "Tax Forms" means those forms, as supported by Ceridian's Software, as prescribed by Taxing Authorities from time to time which are required to be provided by Client to the Employees in connection with the remuneration paid or payable to the Employees; 2.2.20 "Taxing Authorities" means those government agencies to which tax remittances are made relating to compensation paid by Client to Employees, and any successors to such agencies; and 2.2.21 "Trust" means the trust established pursuant to a written declaration of trust for the purposes of receiving Funds from its clients, or such additional or replacement trust as may hereafter be established by Ceridian for the purposes of receiving Funds from its clients. 3. IMPLEMENTATION. The respective roles, responsibilities and other terms applicable for the implementation of the Service will be set forth in a written SOW, signed by both Ceridian and Client. 4. TRAINING. The respective roles, responsibilities and other terms applicable for any training of the Service will be set forth in a written SOW, signed by both Ceridian and Client. 5. SUBSCRIBED MODULES 5.1 Warranty. Client's election of the Subscribed Modules will be set forth in a written SOW, signed by both Ceridian and Client. Ceridian warrants that the Software shall substantially perform in accordance with the Documentation. Client's exclusive remedies for breach of this warranty are: (i) Client may request Support from Ceridian; and (ii) if the Support requested by Client does not enable the Software to comply with the warranty within a reasonable period of time, Client may seek direct damages for the affected Software, subject to the limitations of liability in the Agreement. Ceridian shall not be liable to remedy any claimed breach of this warranty due to the acts or omissions of Client or any third party. EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN THIS SECTION, THE SOFlWARE IS PROVIDED "AS-IS" AND "AS-AVAILABLE". THE EXPRESS LIMITED WARRANTIES IN THIS SECTION ARE IN LIEU OF ALL OTHER WARRANTIES AND CONDITIONS EXPRESSED OR IMPLIED, CONTRACTUAL OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. 5.2 Software Hosting and Support 5.2.1 Ceridian's Obligations. (i) Uptime. Ceridian shall host and provide ongoing support for the Software and supported third party products from data centers accessible via the internet. Except for planned maintenance, the web-based application interface for the production environment that will be accessed through Client URL, shall be available, on average, 99.5o/o of the time each calendar month. (ii) Support. For so long as this Service remains in effect, and provided that Client has paid the applicable Fees, Ceridian shall provide Support in accordance with the following: ' (a) Ceridian will use commercially reasonable efforts, commensurate with the severity of the error, to correct any malfunction, defect or non-conformity in the operation of the Software from the Documentation (each, a "Defect") to enable the Software to substantially perform in accordance with the Documentation in effect at the time the Support is provided. Client shall report to Ceridian any Defects and Ceridian shall only be obligated to provide Support if Client submits to Ceridian all information, documentation, technical and other assistance to assist Ceridian; (b) Ceridian shall not be obligated to provide Support if the Software is not used in accordance with the then current Documentation or if any Defect reported by Client is found by Ceridian to be due to the misuse, improper use, alteration, or damage of the Service, lack of training, or any other cause other than the Software as delivered by Ceridian. Client shall pay Ceridian, at Ceridian's then current hourly rates, for Ceridian's services in responding to a Client report of a Defect, if: (1) such Defect does not exist; (2) Client does not assist Ceridian as required; (3) the Software is not used in accordance with the Documentation; or (4) the Defect is not caused by the Software. If Ceridian may reasonably correct any such Defect, Ceridian may correct it and Client shall reimburse Ceridian for such correction at Ceridian's then current hourly rates; (c) support may be provided to Client named support users through one or more of a number of means at Ceridian's reasonable discretion, such as telephone, e-mail, online meeting, or Internet self-service, which includes general technical information and assistance with problem determination, isolation, verification, and resolution during Ceridian's standard hours each Business Day. Support services are not to be used as an alternative to obtaining training. Client shall make commercially reasonable efforts to refer to the Documentation as a first step in answering questions and learning functions of the Service prior to contact with Ceridian with regard to problems or questions; (d) a maximum of two (2) named persons (as indicated on the "Help Line" access list provided from time-to-time by Client to Ceridian) trained on the use and operation of the Software may have access to the Ceridian help line for problem resolution. Ceridian will use commercially reasonable efforts to perform all required maintenance to the Software (or any other elements of the hardware or infrastructure necessary for the provision of the Services contemplated under this Service Exhibit) during the planned maintenance window, which is currently Wednesdays and Saturdays between 1:15 a.m. and 5:15 a.m. Eastern Time. Ceridian will use commercially reasonable efforts to keep the period during which Client's access to the system is impeded during the maintenance period to a minimum. Ceridian will use commercially reasonable efforts to notify Client of all maintenance at least twenty-four (24) hours in advance. Ceridian will not be responsible for any damages or costs incurred by Client, if any, for scheduled down time. Ceridian may change its maintenance window upon prior notice to Client; and (e) support provided under this Service Exhibit does not include services provided with respect to the following matters: (1) any problem resulting from configuration or customization of the Service (including any Professional Services) made by or at Client's direction and/or approval; or (2) any problem caused by modifications of the Software not made or authorized by Ceridian (other than ordinary configuration changes the functionality for which is built into the Software and intended to be made by Client). (iii) Ceridian may from time to time (but shall not be required to) make changes to the Software and/or its functionality, for purposes such as maintenance or upgrades, or otherwise as deemed appropriate by Ceridian. Such changes are within the discretion of Ceridian, and are not required to be made, and in particular notwithstanding any intentions which may have been conveyed by Ceridian with respect to its possible plans for future functionality or features. (iv) Ceridian will only provide Support in respect of Ceridian Clocks and will not provide Support or other assistance in respect of clocks of other hardware supplied by any other provider. 5.2.2 Client's Obligations. (i) Client will not: (a) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (b) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material that is harmful to children or violates third party privacy rights; (c) send or store any virus, worm, time bomb, Trojan horse or other harmful or malicious code, file, script, agent or program; (d) interfere with or disrupt the integrity or performance of the Service or the data contained therein; or (e) attempt to gain unauthorized access to the Service or its related systems or networks. The Corporation of the Town of Tillsonburg_AmendmentAgreemento0009125.0 Page 3 of 14 (ii) Client will designate named support users to triage all internal support incidents reported by end users. Triage occurring by Client support users includes: checking the Documentation for assistance in dealing with the reported incident, attempting to reproduce the incident in a production copy, and documenting the steps required to reproduce the incident. Upon reporting an incident, Client agrees to cooperate, work closely with, and provide assistance to Ceridian in the investigation, diagnosis, and resolution of the incident. (iii) Ceridian shall have the right to access Client's account from time to time, for purposes of Support, administration, invoicing and to inspect Client's utilization of the Services so as to ensure Client's compliance with the provisions of this Agreement, as reasonably necessary in Ceridian's sole discretion. 6. ONGOING SERVICES AND SUPPORT. The scope of ongoing I recurring Services outlined below provides a breakdown of the key functionality and deliverables to be provided, and the respective rights and obligations of Ceridian and Client. 6.1 Payment Solutions and Funds Transfer 6.1.1 Ceridian's Obligations. Ceridian will: (i) issue the Payments in accordance with the Payroll and Payment processing schedule, as agreed upon by the Parties, to meet Client's Payroll obligations, by way of: (a) submitting Payment information to the appropriate funds transfer network(s) in the form required for the electronic crediting/direct deposit of payment to the designated bank accounts of Employees; and/or (b) create negotiable paychecks to the order of Employees drawn on the Trust account. Each paycheck will be printed on Ceridian check stock with Ceridian officer's signature and Ceridian logo using the check data and account provided by Client; (ii) process file reversals, request stop payment orders and request direct deposit reversals upon Client's written request; (iii) process stop payments up to five (5) Business Days of settlement date and direct deposit reversals upon Client's written request on the day of receipt when request is received by 2:00pm Eastern Time; (iv) at the request of Client or at Ceridian's option, provide Client a report identifying un-cashed paychecks considered stale dated, and pay to Client an amount equivalent to any Payroll Funds held on account of Payments against which stop payments have been placed, or which are, according to banking practice, considered to be stale-dated (less a reasonable administration fee; or at the request of Client, such Payroll Funds may be credited to Client's next Payroll); (v) notify Client of exceptions related to paychecks processing and pre-notification rejections, bank requested notification of change requests, and returned credits related to direct deposit services ("Exceptions"); (vi) notify Client of any errors or other circumstances in the event Ceridian is unable to provide Payments and either re-performs Services (when possible) or arrange return of unpaid funds to Client. Unpaid Payroll Funds will be returned only after verification of available and sufficient fund balances (with time allowances for returned items) by the bank in which such funds are held; and (vii) establish and maintain the Trust for the purpose of holding and keeping Funds and other trust funds received from its clients separate from Ceridian's own property. For clarity, the principal amount of the Funds received by Ceridian from Client shall at all times while in the possession or control of Ceridian, be held in its capacity as trustee of the Trust. 6.1.2 Client's Obligations. Client will: (i) enter, maintain and transmit (via the Software) Payroll data to Ceridian, such number of days as established by Ceridian (acting reasonably) prior to the date the paychecks are to be issued and deposits are to be made, as required to meet agreed upon processing schedules; (ii) review and audit all Payroll data, reports and other materials prior to committing the Payroll. Client shall correct any discrepancies or errors in such materials prior to the next scheduled processing; {iii) monitor changes to those laws specifically applicable to Client's business, interpreting applicable laws and regulations, determining the requirements for compliance with such laws and regulations, and notifying Ceridian of any changes to the Payroll processing required as a result of such laws; (iv) correct Exceptions before transmitting Payroll data for Client's next Payroll (otherwise Client could be in breach of applicable laws or regulations); (v) be responsible for contacting payees to resolve payment of any voided paychecks and reimburse Ceridian for any losses and fees incurred by Ceridian in circumstances where Ceridian honors Client's request to initiate a stop payment order and issues a replacement check, but the check originally issued is subsequently presented for payment by a holder in due course (including fraud or misconduct on the part of Employees); (vi) require Employees to complete, sign and maintain any account funding authorizations or other documents or authorizations necessary for Ceridian to provide Services, including authorizations for the initiation of credit entries. Without limitation, Client shall ensure that each Employee utilizing Ceridian's direct deposit service has authorized the initiation of credit entries and the crediting of the Employee account, as well as the debiting of the Employee account through a file reversal in the event of a returned item from Client's account or any funding deficiency by Client (to extent permitted by law). Client must ensure that such authorizations are operative at the time of transmittal and crediting/debiting of the Employee accounts; (vii) hereby grant to Ceridian the authority to issue Payments on behalf of Client, and to take such other action as may be necessary from time to time in connection with the provision of the Services, which might authorize to instruct its bank to stop payment and authorize to refuse payment as required to provide the Services; (viii) pay for all reasonable expenses incurred by Ceridian as a result of Client errors or omissions; (ix) forward the Funds to an account established by the Trust as directed by Ceridian. The Funds will be provided by Client in a manner satisfactory to Ceridian {acting reasonably) and where Ceridian is debiting Client's account, Client will fully fund such account and authorize the initiation of debit entries and the debiting of the account in the amount and on the date specified, and ensure that such authorization is operative at the time of transmittal and debiting of Client account. Ceridian shall not be obliged to release any Payroll documents or to make or honor any Payments until it has received confirmation that Client's financial institution upon which the Funds have been drawn has irrevocably honored such request for advance of funds. In this regard, Ceridian reserves the right, at its option, to implement such procedures as may reasonably be required to guarantee the irrevocable receipt by it of the Funds prior to Ceridian paying out any such funds; and (x) provide Ceridian with Funds in an amount equal to the tax liability Payments to be made for a particular Payroll. 6.2 Tax Filing Services 6.2.1 Ceridian's Obligations. Ceridian will: (i) prepare, deposit, and file Client's Payroll tax returns for those federal, state/provincial and local jurisdictions supported by Ceridian and reflected on Client's Tax jurisdictional profile; (ii) provide Client with a regular tax statement for each Client tax registration number processed by Ceridian; (iii) provide, prepare and file employer Tax Forms in the formats required by each Taxing Authority provided that Ceridian has provided tax filing Services for Client for the entire calendar year or Client has provided quarterly tax filing data in accordance with Section 6.2.2(ix); The Corporation of the Town of Tillsonburg_AmendmentAgreemento0009125.0 Page 4 of 14 (iv) respond to all Taxmg Authorities inquiries pertammg to Jurisdictions processed by Ceridian for penods of services provided by Ceridian. Ceridian shall provide Ghent with copies of correspondence sent to Taxmg Authorities in the resolution of the 1nqu1ry, (v) provide Client with onlme access to account information, 1ncludmg tax deposit history, status of mqu1ry and amendment processing and Client profile information; and (vi) be liable for tax filing penalty and interest charges to the extent such charges were caused by Ceridian. 6.2.2 Client's Obligations. Client will: (i) prior to the first Payroll date, provide Ceridian with such information, forms, Powers of Attorney, written authorizations and other documentation as reasonably required by Ceridian in order to enable Ceridian to determine paid and accrued taxes and tax liabilities, and to remit Client's tax liabilities and otheiwise act on Client's behalf in this regard; (ii) provide accurate account numbers, remittance frequency and all other information required from time to time to permit accurate and timely remittance by Ceridian; (iii) notify Ceridian in writing immediately of any changes to the frequency with which it must make its statutory remittances, and provide Ceridian with any notices it receives from the Taxing Authorities relating to the frequency of such remittances or any other reporting requirements. Client shall continue to receive, review and be the contact for all correspondence and all other communications with the Taxing Authorities, but Client authorizes Ceridian to discuss matters relating to remittance of Clienfs source deductions with such Taxing Authorities; (iv) notify Ceridian of any unscheduled or special transmissions prior to transmitting data; (v) for each Payroll, foiward to Ceridian the necessary information to allow Ceridian to process Client's tax liabilities and otheiwise perform the Service, which information shall be provided to Ceridian such number of days prior to the processing date as may be directed by Ceridian. Such input data will be foiwarded to Ceridian in the format reasonably specified by Ceridian from time to time (having regard to Clienfs facilities); (vi) communicate in writing any changes in services or changes that affect the information provided by Client to Ceridian ten (10) Business Days prior to the desired effective date of such change. Any penalty or other charges that result from incorrect, incomplete, or changed tax information provided by Client are Client's sole and exclusive liability and responsibility. Ceridian is not responsible for any matters existing prior to Ceridian's first Payroll date; (vii) review and compare the transmitted liabilities with Ceridian posted liabilities and notify Ceridian of any discrepancies within one (1) Business Day of initial receipt (or such other time period as reasonably established by Ceridian in accordance with its processing schedule); (viii) transmit data to Ceridian by no later than 3:00 p.m. Eastern Time two (2) Business Days prior to the Payroll date (or such other deadline as reasonably established by Ceridian from time to time in accordance with its processing schedule); (ix} provide mid quarter data within two (2) weeks of the Service Start Date, or by the 15th day of March, June, September, or December, whichever comes first, if Client's Service Start Date is after tax liabilities have been paid by Client in the quarter of service (or by such other deadlines as reasonably established by Ceridian from time to time in accordance with its processing schedule); (x) assist Ceridian in responding to inquiries or in processing amendment requests by providing the information necessary to meet Tax Authority requirements. Client shall provide Ceridian with written approval for amendments or inquiries resulting in additional tax, penalty and/or interest due, and agrees to fund these amounts in full prior to completion and submission; (xi) retain records according to the schedules established by Taxing Authorities for Client. Ceridian has no responsibility or liability for maintaining or retaining records on behalf of Client; and (xii) submit any necessary changes to the year end tax file in accordance with the time frames reasonably established by Ceridian (such time frames will be established based on the time required, after receipt of such information by Ceridian, for Ceridian to perform its responsibilities within the time prescribed by the Taxing Authorities). 6.3 Year End Employee Tax Forms 6.3.1 Ceridian's Obligations. Ceridian will: (i) deliver the Tax Forms to Client no later than five (5) Business Days (or such other deadline as reasonably established by Ceridian from time to time in accordance with its processing schedule) after Client has committed/released to print (through the Software functionality) the Tax Forms in the year immediately following the calendar year for which the Tax Forms are being prepared (subject to Client's obligations to provide data and review output as contemplated herein, in a timely fashion}; (ii) provide support services via Ceridian's designated support portal for Client's technical personnel and primary users of the Service; (iii) annually publish the Tax Forms production schedule; (iv) print and/or post the type(s) and quantity of Tax Forms specified by Client and as the data appears in the file transmitted by Client; and (v) package Tax Forms for shipment within five (5) Business Days (or such other deadline as reasonably established by Ceridian from time to time in accordance with its processing schedule) after Client has committed (through the Software application) to print/release the Tax Forms. Additional charges will apply for any Client requested (a) sorting and/or splitting, or (b) printing of Tax Forms. 6.3.2 Client's Obligations. Client will: (i) review Tax Forms upon receipt of same and notify Ceridian of any errors in such materials within two (2) Business Days (or such other deadline as reasonably established by Ceridian from time to time in accordance with its processing schedule) of receipt of printed Tax Forms. Client agrees to reimburse Ceridian for all expenses incurred by Ceridian as a result of Client errors or omissions; and (ii) adhere to the annually published Tax Forms production schedule provided by Ceridian including: (a) completion of any necessary adjustments in the timeframe designated by Ceridian; and (b) committing the Tax Forms to print. 7. HARDWARE 7.1 Installation of Purchased or Rented Clocks from Ceridian 7.1.1 Ceridian's Obligations. Ceridian will: (i) deliver hardware to Client in good working condition prior to the scheduled installation of terminal(s); (ii) make all corrections necessary to bring terminal(s) into compliance with the applicable specifications; and (iii) provided Client is current on the mandatory maintenance fees for the clocks, provide maintenance services consisting of support, periodic updates to firmware, and updates to interfaces for the Software as required, as well as provide emergency replacement of terminal(s) that Ceridian stocks in the normal course of business. Emergency replacements will be shipped same Business Day if a return merchandise authorization (rma) is issued prior to 2:00 p.m. Eastern Time. If after 2:00 p.m. Eastern Time, shipment will be next Business Day. The maintenance fees are included in the base rental fee for rental clocks but are payable on an annual basis for purchased clocks. NEMA clock maintenance includes a return and repair policy rather than emergency replacement. 7.1.2 Client's Obligations. Client will: The Corporation of the Town of Tillsonburg_AmendmentAgreement00009125.0 Pages of 14 (i) make available a suitable place of installation, adequate power and surge protection, and cabling. Client is responsible for location and mounting of the terminal(s) in compliance with accessibility laws and all building codes; (ii) install and test terminal(s); (iii) within fifteen (15) days of the receipt of terminal(s), notify Ceridian of any material Defect in tenninal(s). If Client does not send written notice of the occurrence of a material Defect within such fifteen day time period, Client will be deemed to have accepted terminal(s); (iv) Client must return any rented hardware within fifteen (15) days upon termination of this Service Exhibit. Clock rental fees will continue to accrue until all hardware has been returned; (v) except for NEMA clocks which may not be returned, Client has the option to return rental or capital purchased hardware, within forty-five (45) days of receiving shipment, so long as the hardware is unopened and unused. Client is responsible for shipping costs of returned clocks. Any returns not meeting the above conditions are not eligible for a refund of fees paid; {vi} if applicable, rental fees will begin to accrue immediately upon receipt of the rented clocks, and are required for a minimum period of twelve {12) months. Rental fees are applicable for the duration of time during which Client has the clocks in their possession. Rental fee accrual will not be terminated without an approved rma and will continue until Ceridian receives all clocks. If Client places the implementation on hold for any reason, clock rental fees will continue to apply; and (vii) with the exception of NEMA clocks, if an emergency replacement of any terminal is required as part of the maintenance coverage, Client is obligated to return the original terminal(s) within fifteen (15) days of shipment of replacement. If Client does not return the original terminal(s) within this timeframe, Client will be charged full list price for the replacement terminal(s). 7.2 Ceridian Clock Warranty. Ceridian warrants that it has the right to sell terminal(s) to Client. Ceridian is not responsible or liable for damage, malfunction, or performance failures resulting from changes made to terminal(s) after acceptance or damage caused by the misuse, physical abuse, improper operation, the environment or other causes beyond Ceridian's exclusive control. 8. SERVICE FEES AND PAYMENT 8.1 Fees. The Fees payable by Client to Ceridian for the Services are as set forth in the attached Pricing Schedule. The Fees are exclusive of all Taxes. In addition to the Fees, Client shall reimburse Ceridian for all expenses (if any, in accordance with Ceridian's expense policy} incurred in connection with the implementation and provision of the Services, including travel, accommodation and meals. Except as otherwise stated herein, all invoices will be due and payable by direct deposit within thirty (30) days of the date of invoice. 8.2 One Time Fees. 8.2.1 The One Time Fees have been calculated taking into account the work and materials Ceridian has reasonably estimated will be required to implement the Service. This estimate has been made by Ceridian in good faith based on the information available to Ceridian at the time of executing this Service Exhibit, including information and representations provided by Client. To the extent that new or additional information becomes available to Ceridian which impacts the estimated One Time Fees, the Parties shall mutually agree to necessary changes to the SOW (including to corresponding Fees). 8.2.2 Subject to any payment terms to the contrary in the SOW, the One Time Implementation Fees will be invoiced and payable in two (2) installments as follows: (i) fifty percent (50%) at the date implementation Services are started (generally by way of a kick off meeting) and (ii) fifty percent (50%) at Service Start Date. However, Ceridian reserves the right to invoice and require payment of One Time Fees on a monthly basis (including for longer I more complex implementations), based on the amount of work completed each month. 8.2.3 All One Time Fees in respect of purchased or rented clocks, badges or other tangible items or hardware, will be invoiced upon shipment. 8.3 Recurring Fees. 8.3.1 The monthly Recurring Fees will be invoiced and payable monthly in advance, commencing as of the Service Start Date, based on the Number of Employees as at the 15th of each calendar month, or such other date as may be communicated to Client by Ceridian. Services included in the Pricing Schedule that are based on a per occurrence (e.g., Fees for ancillary services shown on the Rate Sheet), will be invoiced monthly in arrears. Any estimated annual Fees shown in the Pricing Schedule are estimates only, based on Client's Number of Employees and/or transaction count as at the date of signing this Service Exhibit. 8.3.2 When and if made available by Ceridian, at Client's election, SMS text messaging for "Alerts and Notifications" functionality will be provided to Client at Ceridian's then current rate per message (both outbound and inbound messages shall be counted for the purposes of billing). Other miscellaneous charges may apply for mobile device access. Such Fees shall be billed based on the actual count for the previous month. 8.4 Staging Fees. Once Ceridian commences those implementation Services described in a written SOW and referenced in the Implementation Section herein, a Client instance of the Software is established for the purposes of configuration, user testing and implementation team training. In order to compensate Ceridian for the work required to establish and maintain such Client environment, commencing as of the initial project kick-off meeting through to the Service Start Date (the "Staging Period"), Client shall pay Ceridian the Staging Fee listed in the Pricing Schedule {the "Staging Fee") in the amount and at the frequency shown therein. If the Staging Fee is shown as one single payment, it will be invoiced upon project kick-off and payable in accordance with the invoicing payment terms set forth herein. If the Staging Fee is shown as being paid in multiple payments, such amount will be payable monthly during the Staging Period. 8.5 Training Fees. All event-based training Fees will be payable upon event completion. Subscription-based training Fees will be payable upon project kick-off (or if subscribed after kick-off, immediately upon subscription) and each renewal date thereof. 8.6 Annual Fee Increase. All Fees are subject to annual increases in an amount not to exceed the annual increase in the Annual Inflation Index for the Territory (on a cumulative basis from the Service Start Date), the first such increase to be calculated and effective on the first anniversary of the Service Start Date. 8.7 Additional Miscellaneous Fees. In addition to the Fees payable as set forth in the attached Pricing Schedule, Client will be charged the miscellaneous Fees set forth in the attached Rate Sheet, when applicable. (If an item is listed on both the Pricing Schedule and the Rate Sheet, the lower rate in the Pricing Schedule shall govern.) Such Fees are intended to compensate Ceridian for additional work and/or disbursements payable to third parties as a result of the occurrence of such events and the Fees listed therein represent the Fees charged as of the date of this Service Exhibit. Ceridian reserves the right to change and/or expand the list of items on the Rate Sheet and/or the dollar amount of such items from time to time without notice to Client. An updated copy of the Rate Sheet will be available from Ceridian and provided upon Client's request. 9. SERVICE TERM AND TERMINATION 9.1 Service Term. Unless terminated earlier by a Party as a result of the other Party failing to perform one or more of its material obligations in the Agreement, the Services shall be effective and binding immediately upon execution hereof, and shall remain in effect for an initial Service Term equal to the number of months I years set forth above calculated from the Service Start Date, and thereafter shall automatically continue on the same terms without the need The Corporation of the Town of Ti11sonburg_AmendmentAgreemento0009125.0 Page 6 of 14 for any written extension agreement until terminated by either Party upon ninety (90) days' prior written notice to the other, or otherwise in accordance with the termination provisions in the Agreement. 9.2 Early Termination Fee. Client may only terminate the Services prior to the expiration of the initial Service Term upon payment of an early termination fee as described below, and by furnishing at least ninety (90) days' prior written notice to Ceridian. If Client terminates the Service pursuant to this Section, Client shall be responsible to pay to Ceridian, in addition to the Fees payable up to and including the effective date of termination of the Service (including all One Time Fees for work performed up to and including the date of termination), an early termination fee equal to the average monthly Recurring Fees (computed based on the Recurring Fees for Services provided to Client during the three (3) month period preceding cancellation, or the Services have not as yet commenced, then based on estimated annual fees as shown in the Pricing Schedule, pro rated for 3 months), multiplied by the number of whole or partial months between the date that the cancellation is effective and the expiration date of the initial Service Term, less a discount equal to 25%. 10. ADDITIONAL PROVISIONS 10.1 Client's Acknowledgement Regarding Trust Funds. Client acknowledges that Ceridian, as trustee of the Trust, is entitled to invest monies held by the Trust in accordance with the investment guidelines established from time to time by Ceridian, and that Ceridian, in its own capacity and not as trustee, is entitled as income beneficiary to all income and gains derived or realized from such investments and is not accountable to Client, the Employees, or any other person for such income or gains. The Trust is entitled to pledge such investments for borrowings of the Trust to facilitate the Payments, rather than converting the investments into cash. Ceridian shall indemnify and save Client harmless from and against any loss of any portion of the principal amount of the Funds (including any losses of principal resulting from the investment of the Funds) caused by Ceridian, in its own capacity or as trustee of the Trust to the extent such Funds were actually received by Ceridian. 10.2 Recent Release. The Parties acknowledge and agree that the Ceridian Dayforce payroll application (hereinafter referred to in this Section as " Ceridian Dayforce HR Payroll") has not reached full maturity. As such, Client acknowledges that Ceridian Dayforce HR Payroll may not currently contain all the modules, functionality and processing capability that other systems and/or future Ceridian releases may contain. 10.3 Verifying Compliance. Ceridian has the right to verify Client's compliance with the terms of this Service Exhibit (at Ceridian's own expense), at any time throughout the Service Term and for a period of one year thereafter, and Client shall maintain records relating to the Services hereunder for not less than such period. Ceridian will have the right, on its own behalf or through the use of a third party independent review firm, on not less than 30 days prior notice, to conduct an inspection of the relevant Client records during Client's normal business hours and in a manner that does not interfere unreasonably with Client's operations. In addition, Ceridian may require Client to complete a self-audit questionnaire relating to the Services, but in such case, Ceridian reserves the right to use the normal in person verification process as set out above. If Ceridian undertakes verification and does not find Material (as defined below) unauthorized use of the Services, Ceridian will not undertake another verification of Client for at least one year. Ceridian and its third party firms will use the information obtained in compliance verification only to enforce Ceridian's rights under the Agreement and to determine whether Client is in compliance with the terms of the Agreement. By invoking the rights and procedures described above, Ceridian does not waive its rights to enforce the Agreement or to protect its Intellectual Property by any other means permitted by law. As used herein in the context of payment of any Fees or other sums due, the term "Material" means a shortage of 5°/o or more. If a verification or self-audit reveals any underpayment of Fees (regardless of whether Material or not), Client will promptly pay to Ceridian the amount of such shortage, together with interest from the date such amounts should have been paid, at a rate equal to the prime lending rate then in effect with Ceridian's main financial institution, plus 5%. Additionally, if the shortage in Fees is found to be Material, in addition to the above amount, Client shall also reimburse Ceridian for all costs Ceridian has incurred in connection with the verification process. 10.4 Accuracy of Data. Client is solely responsible for the accuracy and completeness of all records and information furnished to Ceridian, and in no event will Ceridian be responsible for any errors or matters existing prior to the Service Start Date and Ceridian shall be entitled to rely solely on the information, authorizations, representations and warranties provided by Client pursuant to this Service Exhibit. Ceridian is not obligated to commence providing Services until receipt from Client of all information reasonably required to be received from Client to provide the Services. If Ceridian corrects any information or matters existing prior to the Service Start Date or performs any other service not expressly identified in this Service Exhibit, Client will pay Ceridian additional fees and charges computed on the basis of work performed by Ceridian, at Ceridian's then current hourly rate for such professional services. 10.5 Employee Information. Client shall be responsible for complying with all applicable laws associated with the tracking of employee Personal Information (including, without limitation, all applicable privacy laws), including with respect to gee-tracking and biometric information (if applicable). Client acknowledges and agrees that it is Client's responsibility to establish and maintain appropriate security and privacy procedures and policies, to properly inform its employees of the tracking of information, to obtain all necessary consents with respect thereto and to obtain all applicable government registrations. Ceridian shall not be responsible for Client's use of such information or the application, and Client shall indemnify and save Ceridian harmless from and against any and all reasonable and direct loss, damage or liability which Ceridian may incur arising from Client's use of the application (including, without limitation, invasion of privacy claims). 10.6 Extended Access to Historical Data. To the extent Client is migrating the Services described hereunder from an existing Ceridian payroll platform (the "Prior Ceridian System"), Ceridian agrees to provide access to Client's Payroll data stored in the Prior Ceridian System (the "Historical Data") for a period of twenty-four (24) months following the Service Start Date (subject to any shorter retention period as required by applicable privacy or other laws). Access to the Historical Data will be terminated at the end of such 24 month period unless otherwise agreed by the Parties in writing. In consideration of the Fees to be paid hereunder, Client hereby requests that Ceridian provide those Services in accordance with the terms and conditions set forth in this Service Exhibit. This Service Exhibit may be executed either contemporaneously or subsequent to the Agreement, and in either case the terms of this Service Exhibit shall be deemed to be incorporated into and form an integral part of the Agreement In the latter case where subsequently executed, the Agreement shall be considered amended by adding the provisions of this Service Exhibit, and to the extent this Service Exhibit does not modify the Agreement, the Agreement shall continue in full force and effect, unamended, and otherwise the execution of this Service Exhibit will not serve to revise the relationship between the Parties and any unremedied and outstanding accounts, breaches or other matters existing between the Parties as at the date this Service Exhibit is executed will remain intact and subsisting notwithstanding the amendment of the Agreement. Ceridian Canada Ltd. ~-~­..,,-Per: ______ :::._"'°""'~~-L-':'.::3...2:~'----~ Printed Name:-~~-'-=~'---'--~""'+=''--''=------ The Corporation of the Town of Tillsonburg_AmendmentAgreemento0009125.0 Per: ---~S,..q.....L ___ .,,,.=-----?.----- Printed Name: Till · Date:--1._t..""1!....J'--"..1--~"'--~"-2.i,_:J-______ ~ Page 7of14 vzDIAN STATEMENT OF WORK CERIDIAN DAYFORCE HUMAN CAPITAL MANAGEMENT Client Name The Co oration of the Town of Tillsonbu the "Client" This is the implementation Statement of Work ("SOW") as contemplated under the written Service Exhibit for Ceridian Dayforc~ Human Capital Management made between Ceridian and Client (the "HCM Exhibit"). This SOW sets forth the details for the implementation Services and/or deliverables (the " Implementation Services") to be provided in respect of those Services described in the HCM Exhibit (the "Services"). Capitalized terms not defined in this SOW shall have the meanings ascribed to them in the Service Agreement between Ceridian and Client. 1. Executive Summarv You have engaged Ceridian to implement and provide education and training for the following Subscribed Modules: • Dayforce Core Elements • Dayforce HR & Self-Service • Dayforce Payroll • Dayforce Benefits • Dayforce Time • Advanced WFM Modules o Schedule Compliance For the following population: • 210 Employees at 9 location(s) in Canada. 2. Implementation Phases The tasks, duties, responsibilities, and deliverables to be provided by Ceridian to Client in connection with the Implementation Services will be provided in 3 high level phases, which are broken down as follows: (i) Discovery: • Deliver pre-discovery workshop questionnaires; • Lead discovery workshops; • Document requirements and deliver a Requirements Recap document; • Determine integration requirements for selected components (as appropriate). (ii) Configuration and Testing: • Configure the solution per the written document titled Requirements Recap for all of Client's "in scope" locations as agreed upon by Ceridian and Client; • Provide the solution based on Client feedback during sandbox (test environment) review; • Complete parallel testing for payroll components; • Refine solution, support Client user acceptance testing and final parallel runs. (iii) Knowledge Transfer: • Support one live production run per frequency; • Knowledge transition session to transfer knowledge on the specifics of Client's system to administrators, payroll department, human resources department and help-desk. 3. Services. Responsibilities and Deliverables for Implementation of Subscribed Modules (i) In Scope Work: Ceridian will analyze, configure, test and deliver those components indicated below as included. Role Security Pay Groups HR Administration Configuration Descri tion ~till"' r,~ . . I! Security access to filter data appearing to the user so that the information available to each user in the Dayforce application is appropriate. For example, the organization hierarchy controls that the manager of a location can only review the HR and time and attendance records for Employees who work at that location, and can only create schedules, a rove timecards and submit transactions for such Em lo ees. Security feature that defines what sections of the Dayforce application users can access. Clients can configure as many user roles as the organization requires; the more granular the access requirements, the more user roles required. T ical roles include: em lo ee, su ervisor, mana er, administrator, etc. Define the frequency of pay for a group of Employees. The pay group's pay periods takes into account: -How often Employees are paid; -The duration of time managers review and approve each period; -The duration the period's payroll rules consider. Pa eriods should be ali ned with eriod a roll rules. Configuration of Client driven lists for status, employment status reasons, pay class, pay types, relationship types, contact information types, marital status, and employee properties. Configuration of new hire role assi nment, HR role securi , and em lo ee data ma in rules. The Corporation of the Town ofTillsonburg_AmendmentAgreemento0009125.0 Up to 50 Departments Included Up to 6 Roles Included Up to 4 Included Included Page B of 14 Mobile Access Ad Hoc Reporting Message Center ~~~~~ Earning Statements Administrator Self Service Forms Manager Self Service Fonns Employee Self Service Forms Workflows Guided Processes Entitlements Payroll Codes Legal Entities Employer Bank Accounts Ceridian Tax Filing Ceridian Direct De osit Ceridian Check Ceridian Wage Attachment Disbursements Deferred Compensation I RRSP and Pension Plans Workers Compensation 3rd Party Payments General Ledger Access to the Da rce application from Android or iOS mobile devices In addition to the reports available within the Dayforce application, Client can create reports based on the infonnation recorded within the application through MyReports. These ad hoc reports are based on topics, such as pay or HR infonnation, and can report on any selected fields included in the topic; the report can then be filtered based on these fields and distributed through the application to any user role(s) that should have access to run the report. Configuration of ad-hoc reports on Client's behalf is available for an additional fee based on discove . Configuration of the message center feature and permissions by role allows users to communicate with one another, and receive alerts and notifications within the Da orce a includes mobile. Employee level users system access to make Time Away from Work requests based on imported or calculated Entitlement balances; Manager Time Awa From Work TA re uest a roval screen. Allows Employees and Administrators to view & print their earning statements within the Dayforce application. Earnings summaries are viewable on the Employee's mobile devices. Includes earning statement im ort for clients not usin Da orce Pa roll. Workflow Editor, Workflow Management, Policy Acknowledgement Admin, Org/Job Changes, Choice Lists, Fann Submission History, Delegation, My Reports, Guided Process Configuration Screen. Client-specific fonns are available for an additional fee based on discove . Termination, New Hire, Request and Return from Leave, Position Change, Position & Compensation Change, Form Submission History, My Reports. Client-s ecific forms are available for an additional fee based on discove . Name and Marital status, Address, Request a Leave, Emergency Contacts, Tax Forms, Direct Deposit Form, Confidential Information Form, Form Submission History, My Profile, HR Policy. Client-specific fonns are available for an additional fee based on discove . Standard workflows include: commit to database, single approval, double approval & conditional work.flow. Implementation will configure additional work.flows to mirror Client's unique business processes for an additional fee based on discove Wizard-like collections of forms with configurable start and end messages to mana e work and life events. This includes First Da Guided Process Control how Employees earn balances that represent their benefits, such as vacation time or ersonal da s ~, ""!tll""U"'"'•., Preview of payroll calculations for the pay group and for each employee. Includes online analytics, standard payroll audit reports and audit wizard, quick entry screen for one time payroll related entries, separate check eneration. Including earnings, deductions, memo calculations, and taxable benefits. Also the setup of earning and deduction groupings that can be utilized for earnings or deduction calculations; pre-defined tax methods built in for compliance purposes(US); pre-defined system earnings and deductions with validated tax calculations (CAN),configurable limits and declining balances; arrears track.in and recove . Creation of Legal Entities (FEIN, CRA#) for the proper calculations and remittance of tax filing. Including federal, state/provincial, local, and other employer & employee taxes. Automatic com ilation of re uired tax ·urisdiction based on work location. Bank account information is needed to fund payments for your payroll accounts, including employee payments, taxes, 3rd party payments and service cha es. Preparation and filing of: US -Federal, State, and Local tax return and related documentation Canada -Federal and Provincial tax data and forms Creation of 3rd party payments electronically or by check if available. Disbursement of the withheld funds to the proper payee if available. Client will com lete arnishment records for Em lo ees. Setup and calculation of deferred compensation plans including RRSPs, Pension Plans, 401 k and 403 b , Roth, catch-u and em lo er matches. Setup of Workers Comp accounts and rates, linking those rates to jobs and ositions, and creatin Works Com Re ortin . Setup of 3rd party payees. Issuing payments to a 3rd Party (401 K, Union Dues, Charitable Contributions Setup of GL reporting. GL setup includes configuration of levels and accounts. Capability to export detail and summary information. GL Export is included under Im orts and Interfaces. The Corporation of the Town of Tillsonburg_AmendmentAgreemento0009125.0 Included Included Included Included Included Included Included 4 Standard Work.flows Included Up to 3 Included Included Included Up to 2 Entity(ies) Included Up to 1 Account per FEIN Included Included Included Included Included Up to 5 Included Included Included Included Page 9 of 14 Record of Emplo ment Year End Payroll Production Reports Benefit Plans Enrollment Processes Benefits Management Pay Policies Punch Policies Employee System Access Labor Budgeting Task Management Advanced Scheduling Schedule Optimization Schedule Compliance Record of Emplo ment via electronic submission direct to Service Canada. Generation of T4, W2, T4A, RL 1, RL2 and related year end documentation and filin s. Creation of payroll production reports and storage of a rolling 36 months of the payroll production reports. These reports are created with the payroll runs and are stored in a non-alterable format. • I! :Ii! fflt Configure health, life & disability, retirement, reimbursement, credit, and sundry benefit plans to match the summary plan definitions. This includes eligibility qualifiers, waiting periods, options, participants, rates, and payroll ma in s for each of the lans. Configure enrollment processes for open enrollment period(s), life events (e.g. add a dependent), and work events (e.g. promoted into a benefits eligible position) to provide the employee the ability to enroll in benefit offerin s This feature gives the Benefits Administrator the ability to view and adjust employee enrollments, configure audit reports, and understand the benefit costs and a ments to carriers Manual Scheduling Managers can create manual schedules for their employees by creating new shifts with desired start and end times. Shifts can be created for each employee or a shift can be created and multiple employees can be assigned to that shift as appropriate. Rotation Based Scheduling Shift rotations are used to define a pattern of repeating shifts and days off that describe employees' regular work week. For example, Client can define a shift rotation where employees work 5 days, from 9am to 5 pm, followed by 2 days off. Managers assign this rotation to the appropriate employees, rather than scheduling them every week for the same 5 shifts and 2 days off. Shift rotations can be defined for an number of da . Pay policies are used to assign pay rules and qualifiers within the Dayforce application to appropriate employees so that employees are paid correctly. Each pay rule controls an aspect of Client's organization's payroll policy, such as when and how daily, weekly, and holiday overtime is paid, or what shift premiums employees can earn. A pay policy groups the appropriate instances of these pay rules together, so that they can be applied to the same rou of em lo ees. Punch policies define an employee's time entry method and any optional rules and validation to be applied when employees record working time. For example, when an employee punches in at the clock, a punch policy can round the time to the nearest quarter-hour, or consider punches that are 5 minutes early or late as being on time. There are also parameters which define what duration shifts must be in order to qualify for meals or breaks, as well ass eci in the duration and number of breaks for uali in shifts. Employee level user system access to the following tasks: Availability, Messaging and Alerts, Schedules, Timecard, Webclock, Time Away from Work. Included Included Included Included Included Included Included Included VJ:ffllf!lt~WE•MiftWlritj2~;~~~~?f;Tt~~~f4:~:(t~t\~1ffi5~#l,J¥S{-~~::;,;t~t9ii®%¥g;,;t~ji~f,,j:;;;:t~:~~;;;._~;~l~~; ):f~,~f:, r;lJi,~-~~ This feature defines how employees are ordered, so that preferred Not Included employees are assigned their bids first, define the shifts employees within a bid policy bid on, when the bid sessions occur and how frequently they repeat, as well as details on the number of bid windows within a session and which em lo ees are eli ible for each set of windows. Deriving a labor budget based on imported KPls or metrics by defining KPI Not Included metadata for M Plan. This feature is used to mirror your organization's needs and policies. This includes configuring the application to support tasks that impact the schedules of the locations they are assigned to by driving or influencing the labor requirements of locations; securing the tasks users can review and modify; configuring which user roles fulfill each function in the task mana ement recess. Forecasting labor demands based on KPls or metrics, such as sales or number of transactions, using either a trend of historical averages or moving averages forecasting method; defining data adjustment rules and qualifiers in the forecast olic . An add-on to Advanced Scheduling that enables forecasting of estimated metrics and estimated labor requirements; preliminary allocation of budgeted labor hours; automatic generation of a schedule (including assignment of employees to shifts), and ability for a user to edit the resulting schedule. Configuration of schedule policies and schedule alerts and warnings to facilitate compliance with legislative and company policies. Examples include enforcing minimum and maximum shift lengths, breaks, minimum and maximum weekl hours and when em lo ees can be scheduled to Not Included Not Included Not Included Included The Corporation of the Town of Tillsonburg_AmendmentAgreemento0009125.0 Page1Dof14 Analytics Projects Attendance Tracking Shift Trading Client Verified Single Sign On Current Year Inactive & Terminated Employee Record Import Current Em lo ee Balance Im art Current Employee Earning & Deduction Elections Im art Current Year Year-To-Date (YTD) Load Current Employee Tax Filings Interface Configuration Live Membership MyPath MyPath Pro work. Module also includes the ability to import schedule budget information to compare budget to actual cost of schedule and excludes the configuration of custom KPls. This feature is used to monitor your organization's results for a variety of key performance indicators (KPls), through visual representations on a rolling time basis. This enables managers and other users with access to determine which organizational units, such as regions, districts, or individual locations, are drivin results alon all KP ls over time. This feature support the administration and tracking of projects organization-wide; within My Projects, users can create projects for the organization, define start and due dates, a budget in both hours and a dollar amount, and assign the project to an area of the organization and a set of 'obs that can work the ro·ect. Attendance tracking allows for the tracking of attendance incidents such as employees arriving to work late or missing scheduled shifts, how the occurrence of these incidents cause attendance violations, and what actions should be taken for these violations. Shift allow control which employees can make shift trades, swa and whether the re uire su ervisor a roval to do so. ADFS Identity Importing employee records for all current year employees which can include: name, address, contact information, emergency contacts, confidential information, status, direct deposit, work assignment, and rate of a Importing employee records for inactive and terminated employees which can include: name, address, contact information, emergency contacts, confidential information, status, work assi nment, and rate of a Loading of current active employee permanent recurring earnings and deductions Loading of current year-to-date values for check history. This includes the loadin of insurable hours and earnin s for ROE creation CAN . Loading of current employee tax parameters (e.g., exemption amounts, number of exem tions, etc. Configuration of interfaces within the framework of the Dayforce application. These can include carrier feeds, GL exports, time imports, etc. Online videos providing introduction to Dayforce HCM module functionality. In addition to videos available 24n, Essentials includes comprehensive training plans and best practice methods for accelerating adoption. Videos include Essentials Supervisor Operations Overview, Payroll and HR Administration, Scheduling Overview, Dayforce WFM Payroll Administration -HPL, Dayforce WFM Employee System Access and Dayforce WFM Pa roll Administration -HR/Pa roll Small Business > Allows a single named member to attend any publicly scheduled Dayforce training session for a period of one year from date of project kick-off > Members must submit their name and email address to education@dayforce.com prior to initial session registration > Members must self-enroll using online registration tools > Membership can be transferred to a new user if the current member is no Ion er accessin Da rce a lication > Pre-built training content accessible via the Dayforce application > All users with access to the Dayforce application have access to content for a period of one year from date of project kick-off > Content includes e-learning, student guides and job aids related to the Subscribed Modules > Pre-built training content accessible via the Dayforce application or loaded into Client Learning Management System, as elected > All users with access to the Dayforce application have access to content for a period of one year from date of project kick-off > Content includes a-learning, student guides and job aids related to the Subscribed Modules > Allows a single named user with to create additional content related to the Da The Corporation of the Town of Tillsonburg_AmendmentAgreement00009125.0 Not Included Not Included Not Included Not Included Not Included Current Year Records Included Current Year Records Included Included Current Year History Included Included Following Interfaces are included 5-Deferred Compensation, Pension, 401 K, RRSP Plans 1-Imports required into Dayforc:e 0-Number of 3rd Party Exports required from Dayforce 1-Number of GL Exports required 1-Number of Benefit Carrier Ex arts r uired 1 Subscription(s) Included Not Included Not Included Page11 of14 Client Exclusive Training -Onsite )> Instructor led training delivered exclusively to Client, onsite at Client's Not Included location. Instructor expenses are additional )> Up to 12 participants may attend a single session )> All students will receive soft copy of course guide )> Standard Dayforce training database/guides will be used )> Session aoenda can be tailored to cover tol:lics relevant to Client Client Exclusive Training -Virtual )> Instructor led training delivered exclusively to Client via virtual class Not Included )> Up to 12 participants may attend a single session )> All students will receive soft copy of course guide )> Standard Dayforce training database/guides will be used )> Session aaenda can be tailored to covertooics relevant to Client Custom WFM Training for Supervisors and )> Customization of standard Dayforce WFM Education offering to Not Included Employees incorporate Client data and business process examples. )> Incorporates Client data and business processes covering commonly used supervisor and employee tasks )> Custom developed workbooks for supervisors )> Custom developed job aids for Employees )> One set of data/examples will be used )> Content will be built using Dayforce Education templates )> Soft copies of course materials will be provided )> All content will be developed in one language (English or French) )> 1 delivery session, approximately 1 day in duration )> Maximum of 12 oarticioants mav attend a session Custom Training (other) Customization of standard Dayforce Education offering to incorporate Client Not Included data and business orocess examoles (ii) Out of Scope Work: Unless a task, duty, responsibility or deliverable is expressly set forth under "(i) In Scope Work" above, it is out of scope and will not be provided or performed by Ceridian as part of the implementation Fees quoted. Without limiting the generality of this principle, Ceridian and Client expressly confirm that the following specific items are out of scope: • Integration to 3rd party systems other than those identified in the HCM Exhibit; • Ceridian-led User Acceptance Testing (UAn test case development and execution; • Training material development outside of the Education Services specified above; • Client resource and/or third party vendor management. 4. Assumptions and Client Duties and Responsibilities The implementation Fees and estimated timelines are based on the following assumptions, and Client being responsible for the following: • Client's requirements for the Services being implemented are as set forth in the written discovery questionnaires completed by I for Client; • Client will provide access to Client's current systems, data storage environment, and personnel with the appropriate knowledge of Client's systems and its configuration, to assist in data analysis for HR data import, exports and configuration; • Client is responsible for overall project and resource management; • Client shall provide access, as specified by Ceridian, sufficient to allow Ceridian's data conversion consultant to properly access Client's data, which may include access through database backup, ascii data dump, system generated reports, or direct access to the previous vender's data storage environment. All data to be converted will need to be made available including employee and employer taxable wages, wages to limit, and tax detail for each tax category. If all required conversion data is not available, pricing is subject to change; • Client will provide solution feedback based on the Requirements Recap provided post Discovery and will sign off on the document. Requirements Recap will be deemed accepted 5 Business Days after delivery to Client; • Client will provide data requested by project team in a timely manner; • Client will staff required personnel and subject matter experts to provide requirements and feedback in a timely manner; • Client will support parallel run testing with appropriate personnel and reports; • Client will assist with the mapping process, validate, test and audit the conversion files prior to loading into the Dayforce application, and provide the completed file conversion acceptance form upon successful conversion of the data; • Client will perfonn UAT such as developing and executing test scripts, providing test results and steps to reproduce, and detennine user acceptance criteria; • Client will confinn acceptance and sign-off for all Implementation Services (including UAn in a timely fashion; • Any changes to the Services described above will require a Change Order; • Client will complete training requirements within the designated timeframe prior to Service Start Date; • Client will follow the instructions contained in the training materials. In consideration of the Fees to be paid hereunder, Client hereby requests that Ceridian provide those Implementation Services in accordance with the tenns and conditions set forth in this SOW. This SOW may be executed either contemporaneously or subsequent to the Agreement, and in either case the tenns of this SOW shall be deemed to be incorporated into and form an integral part of the Agreement. In the latter case where subsequently executed, the Agreement shall be considered amended by adding the provisions of this SOW, and to the extent this SOW does not modify the Agreement, the Agreement shall continue in full force and effect, unamended, and otherwise the execution of this SOW will not serve to revise the relationship between the Parties and any unremedied and outstanding accounts, breaches or other matters existing between the Parties as at the date this SOW is executed will remain intact and subsisting notwithstanding the amendment of the Agreement. Ceridian Ca~ Per: ~~~ Printed Name: lot:;''. ~ Title: f/7 &:,,iL -c~ _ Date: ~· Z ~ 2o CL/ ihaVthe authority to bind the corporation The Corporation of the Town of Tillsonburg_AmendmentAgreemento0009125.0 Tltle· Date:-'---'="'"l~L-<b.<--'="'""-'--1-~~~~~~~~~~ Page 12 of 14 c-t.DIAN PRICING SCHEDULE -Ceridian Canadian Pricing July 30, 2014 Currency: CAD This confidential Pricing Schedule has been prepared exclusively for The Corporation of the Town of Tillsonburg by Sapna Raj Bundle Purchased: Dayforce -Dayforce Pay, Benefits and Time ITEM DESCRIPTION Estimated One Time Fees Product Name Charge Type Base Price Quantity Adjusted Price Dayforce -Dayforce Pay, Benefits and Time Implementation Dayforce Live Membership Implementation One Time Estimated Recurrins Fees •:nmma•~e• .. •-111 ···················~'U'~E·;i.~Wll·!Jl)·il!1• Dayforce -Dayforce Pay, Benefits and Time-Monthly PEPM *PEPM I Recurring Fees are subject to a minimum processing fee of $500.00 per month. ESTIMATED ONE-TIME FEES: ESTIMATED ANNUAL RECURRING FEES: Prices shown herein are valid only if signed by Client within 30 days from the date above Prices are exclusive of all Taxes Goods and/or materials, if any, shipped FOB Origination Point Ceridian Canad // • Per: ~ ~/C~ Printed Name: /t:>a,.-7: dO".S-47> Title: Vt":§...,4-;. -C'.en../nJJ Date: 4-,~ z,,-2o/~ IJl: he authority to bind the corporation The Corporation of the Town of Tillsonburg_AmendmentAgreemento0009125.0 $19,359.38 $1,250.00 Base Price $12.00 $20,609.38 $30,240.00 -----------·------------------ 210 $19,359.38 $1,250.00 $20,609.38 ·tit@@liji13¥ $2,520.00 $2,520.00 Page13of14 Ceridian Dayforce Human Capital Management Rate Sheet -Canada Miscellaneous Fees Item Rate BillinQ Event Printed Pav Statements, TaxForms or Cheaues $0.25 oer occurrence Davrorce WFM SMS Text Messaae $0.07 oer item Professional Services (hourlv rate, oer auote oer oroiect) $150.00 oer hour Data Conversion Services $150.00 oer hour 3rd Party Payments $2.00 per item External Job Board -additional $250.00 oer external iob board added, above the 1 O included Report Printina $0.15 per impression Direct Mailina oostaoe + $0.20 oer item Shiooina and Handlina Item Rate Billina Event Da1 force Deliverv (Zone 1-5) $12.00 oer deliverv Da Tnrce Deliverv (Zone 6-151 $17.00 oer deliverv rorce Deliverv (Zone 16) Dav $22.00 per delivery Dav "'orce Delivery l 1 erritories) $35.00 oer deliverv Da1 rorce Delivery -International (minimuml $35.00 oer deliverv Deliverv Guaranteed Time Premium -10:30AM $5.00 per delivery Delivery Guaranteed Time Premium -9:00AM $10.00 per deliverv Pavment Solutions and Funds Transfer Item Rate Billina Event Cheaue Trace with Conu $27.50 oer item Collection costs for NSF returns (minimum) $150.00 per occurrence EFT Reiect $17.50 oer item EFT/Cheaue Trace $17.50 oer item Late Fundina rminimuml $50.00 oer occurrence Pavment bv Wire Transfer $35.00 per occurrence Stoo Pavment with refund checiue $28.00 oer item Stop Payment without refund cheaue $18.00 oer item The Corporation of the Town ofTillsonburg_AmendmentAgreemento0009125.0 Page 14 of 14