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HomeMy WebLinkAboutOrdinance No. 02-1419 CITY OF THE COLONY, TEXAS Og /ff AN ORDINANCE OF THE CITY OF THE COLONY, TEXAS, AUTHORIZING THE CITY MANAGER TO ENTER INTO A CONTRACT WITH CERIDIAN CORPORATION FOR THE PURCHASE OF AN AUTOMATED TIME AND ATTENDANCE SYSTEM; ATTACHING THE APPROVED FORM OF CONTRACT AS EXHIBIT "A"; AND PROVIDING AN EFFECTIVE DATE. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF THE COLONY, TEXAS: SECTION 1. That the City Manager of the City of The Colony, Texas is hereby authorized to execute on behalf of the City a contract with Ceridian Corporation. for the purchase of an automated time and attendance system. The approved form of contract is attached hereto as Exhibit "A", and made a part hereof for such purposes. SECTION 2. This Ordinance shall take effect immediately fi.om and after its passage by the City Council of the City of The Colony, Texas. DULY PASSED AND APPROVED by the City Council of the City of The Colony, Texas this 2nd day of December 2002. APPROVED: ernetta nenville-Shannon, Mayor ATTEST: ~ Patti A Hicks, City SeCre'tary APPROVED AS TO FORM: Hik el~~At{ome~ AGREEMENT FOR PRODUCTS AND SERVICES ("Agreernent") ~ r'Ceridian Coi-i~aiion or subsidiary ("Ceridian") COVER PAGE A&i~ NAME OF CLIENT The City of The Colony ("C{ient") ] 3311 East Old Shakopoe Road ADDRESS 6800 Main Street [ Minneapolis, MN 55425 ADDRESS The Colony, TX 75056 r-"pt as identified below, all services are furnished by Ceridian Corporation. This Agreement consists of the attached General Terms and Conditions and the Client Quotation(s) (Exhibit A(s)) and the Service Agreement(s) (Exhibit B(s)) identified below.  rvices furnished by Cer~dian Corporation Services furnished by Ceridian Corporation HR/Payroll/Tax Services Al, BI [] LifeWorks® OneSource Services Al7, B28 [] Ceridian Direct Deposit (Stand Alone) Al, B2 [-] LifeWorks® EAP Services Al7, B29 [] Ceridian Hosted Services B3 [] LifeWorks® WorkLife Services AI 7, B30 [] Software B4 [] LifeWorks® OneSource Telephonic Services Al 7, B31 [] Source Self-Service Al, B5 [] LifeWorks® EAP Telephonic Services AI 7, B32 [.~]~ iemployee, com A I, B6 [] LifeWorks® OneSource Services - Canada A 17, B33 Source EmpowermenffM A2, B7 [] LifeWorks® Health &Wellness Services Al7, B34 [] Source Time 500 Al, B8 [] LifeWorks® Online Self-Service Al7, B35 [] Source Time ProfessionalTM Al, B9 [] ResourceNetTM Services Al7, B36 [] SourceLink ERP Interface Al, BI0 [] Onsite Wellness Services Al7, B37 [] Unemployment Compensation Tax ServicesTM Al, BI I [] DOT/Federal Regulation Compliance Assistance Al7, B38 [] Tax Processing Services (Stand Alone) A5, BI2 ~ Management LineTM Al7, B39 [] Check Print Services (Stand Alone) A6, B 13 PerformanceLeamingTM A 17, B40 [] W2 Print Services (Stand Alone) A l g, B60 [] Exit InterviewTM Al7, B41 8SeeMyW2 with HR/Payr°ll/Tax Services Al, BI4 B Manager Coachm Al7, B42 SeeMyW2 w/Tax Processing Services (Stand Alone) AS, Bi4 NurselineTM A 17, B43 Wage Atlachments Diflmursement A 1, B62 [] Just-In-CaseTM A 17, B45 [] Wage Attachments Disbursement (Stand Alone) AS, B62 [] Kids-in-the-WorkplaceTM Al 7, B46 Otficial Ceridian Check (Stand Alone) Al, B63 B Corporate Lactation Program A! 7, B47 [] Ceridian Payment Solutions Al, 1363 Elder Care Facility Review Al 7, B48 [] Interface Software and Services (Stand Alone) AS, B64 [] Elder Care ~ment and Care Planning Al7, B49 [] Professional Services BI7 [] Concierge Services Al7, BS0 [] resource HireTM A 1, B70 [] International EAP Services Al7, B52 [] Ceridian Expense Manager B72 ~ Expatriate EAP Services Al7, B53 Vervicmf, m,tOed by Cer/d/an Benefit., Serv/em./nc. International Research Services A 17, B54 _~ CombinedCobraServ® Aig, B61 8 SafeCab~M AlT, B55 Seminar Only Services Al7, B56 "{-] CobraServ~ COBRA Administration only A7, Bi8 [] LifeWorks® EAP PEO Services A17, B57 [] HIPAA Compliance Administration only Ag, BI 9 [] LifeWorks~ OneSouree PEO Services Al7, B58 [] Benefits Billing Service Ag, B20 [] LifeWorks~ WorkLife PEO Services Al 7, B59 [] Flexible Spending Account Al0, B2 ! [] Health Risk Assessment A 17, B65 [] TranslTTEA Administration Ali, B22 {"] LifeWorks~ Elder Care Management [] QDRO Administration A 17, B66 Al2, B23 [] On-site Critical Incident Stress Debriefing A 17, B67 [] QMCSO Administration Al3, B24 [] LifeWorks~ IIK OneSource Services Al7, B68 [] Benefits Management Services A 14, [] Threat Assessment Consultation & Violence Prevention Al7, B69 [] Health and Welfare Administration Services B25 [] LifeWorks~ WorkLife Services - Canada Al7, BT I [] Education Assistance Administration AlS, B26 t Plan/source 40100 Administration Al6t B27 AGRgl~[} TO:. ACC~FY~I) BY Printed Name and Title Printed Name and Title CERIDIAN BENI~FITS SF, RVIC{~, INC. CERIDIAN RErlR~MF, NT PLAN 5~RVICF, S, INC. Authorized Signature Authorimi Signam~ · ~._.~d Nanm~ and Title Printed Name ~nd Title © 2002 Ceridian Corporation. All fights reserved. Cover Page A&B 10/25/02 General Terms and Conditions I. Parties: This Agr~nnent is between the client identified on the cover control relating to Client's business or employees that C~dian is page ("Client") and Ceridian Corporation and/or its subsidiaries obligated to produce in response to a Client request or cour~ order. ("Ceridian") as identified on the Cover Page, each of which may be Upon termination of this Agreement, Ceridian will dispose of Client's referred to in the singular as "Party" or in Ibe plural as "Parties". records and data unless otherwise previously directed in writing by Client. 2. Term and Termlnatien: This Agreement will become effective when .... signed by Client and accepted by Ceridian (the "Effective Date"). It 9. lntellmuai Property: All materials, including but not limited to forms will, except as provided in Article 6, continue for an initial term (the (including data collection forms provided by Ceridian), brochures, tip "Initial Term") of one year beginning with the Service Start Date sheets, posters, and online content ("Materials") furnished by Ceridian identified in Exhibit A(s) and/or Services Quotation(s) and shall to Client are licensed (not sold). Client is 8ranted a personal, non- continue thereafter until terminated by either Party upon 90 days prior lransferable and nonexclusive license to use Materials solely for written no~ce, unless otherwise stated. Client's own internal business use. Client does not have the right to copy, distribute, reproduce, alter, display, or use these Materials or any 3. Fees and Payments: Client will pay the fees, including any applicable Ceridian trademarks for any other puq~o~. Client agrees that (a) it will taxes, identified in the attached Exhibit A(s) and/or Services keep Materials confidential and will use commen:ially reasonable Quotation(s). Unless otherwise stated, Ceridian shall not increase fees efforts to prevent and protect the content of Materials fi'om during the Initial Term of the Agreement. After the Initial Term, unauthorized use and (b) its license to use Materials ends on the Ceridian may increase fees with 30 days written notice to Client. termination date of this Agreement. Upon termination, Client agrees to desm~y Materials or, if requested by Ceridian, retom them to Ceridian. 4. Services: Except as provided herein, Ceridian shall provide the services ("Services") identified on the cover page and described in the I0. Limitation of Remedies: Ceridian will indemnify and hold Client attached Exhibit B(s). Services provided to Client that are not harmless from and against any and all claims alleging that the Services identified in this Agreement will be provided subject to lhe terms and and Materials furnished by Ceridian violate any third party's patent, conditions of this Agreement at Ceridian's then current price for such trade secret, copyright, or olher intellectual property right. Ceridian Services. will also indemnify and hold Client harmless from and against any and all claims for bodily injury allegedly caused by Ceridian. EXCEPT AS $. Changes: In the event of a change in federal or state laws or EXPRESSLY SET FORTH IN THIS AGREEMENT, THE regulations affecting rite Services provided under the terms of this MAXIMUM TOTAL LIABILITY OF CERIDIAN TO CLIENT Agreement, Ceridian may make changes to the Agreement, including SHALL BE LIMITED TO DIRECT MONEY DAMAGES IN AN the Exin~its, with 30 days' prior written notice to ClienL If, upon AMOUNT NOT TO EXCEED THE GREATER OF (A) THE TOTAL notification of the change, Client elects not to continue Services, Client AMOUNT PAID BY CLIENT FOR THE DEFECTIVE SERVICE may terminate this Agreenent upon 30 days' prior written notice CAUSING THE DAMAGE DURING THE 12 MONTHS without penalty or cancellation fees. IMMEDIATELY PRECEDING THE LOSS, OR (B) $10,000. THIS REMEDY .IS CLIENT'S SOLE AND EXCLUSIVE REMEDY. 6. Termination for Cause: If either Party does not meet its obligations as set forth in this Agreement within 30 days attar receiving written notice CERIDIAN SHALL NOT BE RESPONSIBLE FOR ANY SPECIAL, of the breach, then the other Party shall have the immediate right to INCIDENTAL, OR CONSEQUENTIAL DAMAGES EVEN IF · provide written notice of termination of this Agreement. Additional CERIDIAN HAS KNOWLEDGE OF THE POSSIBILITY OF SUCH termination rights may be set forlh in the aUached Exhibit B(s). POTENTIAL LOSS OR DAMAGE. CERIDIAN WILL NOT BE -.- Client's obligation to pay all charges that have accrued will survive any RESPONSIBLE FOR FAILURE TO PROVIDE SERVICES IF DUE termination ofthis Agreement. TO ANY CAUSE OR CONDITION BEYOND THE REASONABLE CONTROL OF CERIDIAN. 7. Confldenflali~ and Prlvaey: Neither Party shall disclose Confidential Information of the other Party. The receiving Party shall use the same I I. Warranty Disclaimer: THE EXPRESS WARRANTIES SPECIFIED de~ree ofeare as it uses to protect its own confidential infomution of IN THIS AGREEMENT ARE IN LIEU OF ALL OTHER like nature, but no less than a reasonable degree of care, to maintain in WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT confidence the confidential information of the disclosing Party. The LIMITATION, ANY WARRANTIES OF MERCHANTABILITY OR foregoing obligations shall not apply to any information that (a) is at FITNESS FOR A PARTICULAR PURPOSE. CERIDIAN the time of disclosure, or thereafter becomes, part of the public domain DISCLAIMS AND EXCLUDES ALL OTHER WARRANTIES. through a source o~er than the receiving Patty, (b) is su__h~_~uently learned from a third party that doe~ not impose an obligation of 12. Notices: All notices, requests and connnunications to the Parties shall confidentiality on the receiving Party, (c) was known to the receiving be in writing (including fax or similar writing) and shall be given to the Party at the time of disclosure, (d) was generated inda~tly by the Parties at their respective address identified on the cover page or to receiving Party, or (e) is required to be diaclo~d by law, subpoena or such other address or fax number as either Party may het~fl~cr specify other procesa. Cetidisn rmy trmufet Clieat's Confidential lnfornmtion by notice to the other Party. Each such notice, request or to a ~overnmmtal ngency or other third party to the extent necessary communication shall be effective upen receipt, provided that if the day for Ceridian to perform its obliplions under ~ Agreemmt or if Client of receipt is not a business day, then the notice shall be deemed to have has givon Ceridian wri#en authorisati(~ to do so. For ~ of this been received on the next succeeding business day. perqraph, Confldmtial Infommlon shall mean any information idaatified by either Party as "Confidential" and/or"Propri~', or 13. Generol ProvJdona: (a) This Agreement and the Parties rights and which, under the ~iromutance~ ought to be treated as confidential or obligations shall be governed and construed pursuant to the laws of the Pmp~etmT, including non-public infommtion related to the disclosing state of Minnesota and Client consents to be subject to the jurisdiction Party's bu~neas, employees, setwice methods, software, oflbe state or federal courts located in Minr~aola; Co) Client may not ducummtalion, flnancisl information, pricea and product plans, assign this Agreement except with Ceridlan's prior written approval; Ceridian reasrves the right to inda~tly use its experience and (c) No action under this Agreement may be brought by Client more konw-how, includlo_~ pmcesass, ideas, concepts and technklucs than two years after the cause of acticn has accrued. developed in the course of performing Services under this Agreement. Ceridian ~ al~tely sefesq~ard all Protected Health Care 14. Entire Afreement: This Agreement constitutes thc entire agreement Infownation ('PHP) mmic available to Ceridian while rendering between the Parties with respect to the subject matter hereof, and Services. Ceridisn will comply with all applicable laws. su~ all prior or contemporaneous agrocments and underatandings regarding the subject matter hereof, whether written or 8. Olapodtion of hta: Except as cxpresaly provided in an applicable verbal. Any amendment to this Agreement most be in writing and Exin'bit B(s), Ceridisn will not be responsible for storing copies of signed by authorized n.-presentatives of both Parties. Client's records whea Ceridisn no longer requires such information in order to provide Services to Client. Client will reimburse Ceridian for the costs of producing any information in Ceridian's possession or © 2002 Ceridian Corporation. All fights reserved. General Terms & Conditions l 1/12/02 free to be Exhibit A1 Nov 13, 2002 This quotation has been prepared exclusively for The City of The Colony by Frances Berry Software Ship Date: Dec 09, 2002 First Input Date: Apr 01, 2003 Due In Time: 01:00 PM First Check Date: Apr 06, 2003 First Delivery Date: Apr 04, 2003 Due Out Time: 08:00 AM Estimated One Time Charges: Freq Pay DescriPtion Rate Quantity Charae OTC I Source Time Software Installation 100.00 180 $18,000.00 OTC 1 STA Pro 6.0 General Release 29,020.00 I $29,020.00 OTC I DCT4000 Serial/Ethernet Bar Code 1,995.00 4 $7,980.00 OTC 1 STA Pro Training 0.00 1 $0.00 $55,000.00 Estimated Year End Charges: Frea Pay Descrk~tJgn Rate Quantity G~rae ANC 1 STA Pro Annual Software Support 7,500.00 1 $7,500.00 $7,500.00 Freq Code Legend Billing frequency Description Payment Code Payment Scheduie OTC One Time Charges 1 Payable as incurred net 10 ANC Annual Charges 2 Payable as incun~d net 10 Travel: All reasonable and customa~/expenses incuned by ~ian in support of the sewices will be billed at actual cost to the dient. The person to contact with billling questions is Jackie Carroll at (972) 625-2741 Estimated First Year Costs: $55,00.00 EstJmated Second Year Costs: $7,500.00 Page 1 of 1 Exhibit B4: Ceridian Corporntion Software License Agreement 1. Software This Exhibit is intended to be a master software license agreement for all software identified on Exhibit A(s) and referenced in each Exhibit B of this Agreement. Ceridian will provide Client with the software products (the "Software") identified on Exhibit A(s). The Software is licensed for Client's use only with the services provided to Client under this Agreement. The Software is licensed not sold. Ceridian retains title and ownership. Client is granted a personal, non-trausferable and non-exclusive internal use license to use the Sof~vare on either a single computer processor, local area network, the Internet or an application server for processing internal company data, or temporarily on an additional computer processor solely for the purpose of creating a test environment in which implementations, upgrades and cnstomizations can be applied before the Software is transferred to the primary computer processor. The definition "Software" includes all updates, upgrades, bug fixes, modifications, new versions, and new releases to the SoRwarc provided to Client by Ceridian from time to time under the terms of this Agreement. Ceridian will provide user documentation or reference manuals, which may be in a hardcopy or electronic format. Corrections, supplements, or updates to the Documentation shall be provided by Ceridian in conjunction with any corrections, supplements, or updates to the Software. 2. Software Licemse Ceridian represents and warrants that it has the right to license the Software to Client. Ceridian represents and warrants for thirty (30) days from the shipment date that the Software, when properly installed, will perform substantially in accordance with the documentation delivered with the Software, and that the media (for example, the compact disk) on which the Software is contained will be free from defects in materials and workmanship under normal use. Client's license to use the Software terminates when Client discontinues the services included in this Agreement. 3. Software Maintenance Service~ --- Software Maintenance Services consist of(a) reasonable telephone support (including software explanation and troubleshooting) · during the business hours established by Ceridian (excluding holidays); (b) access to an electronic bulletin hoard to facilitate file and data transfer; (c) replacement of the Sot~ware and documentation determined by Ceridian engineers to be defective; and (d) updates to the Software that Ceridian generally furnishes to its customers. Software Maintenance Services do not include (a) unreimbursed travel costs (except where such travel is required due to a breach of warranty); (b) equipment maintenance services; or (c) system design, significant extensions or new components for the Software, programming, specification development, or any other services not expressly identified in this Agreement. Provided that Client is paying the applicable fees for Software Maintenance Services, Ceridian will provide maintenance and support for the current and one previous version of the Software. Ceridian shall not be responsible for maintaining or supporting any other version of the Software. 4. CHent Responsibilities. Client vail use commercially reasonable efforts to protect Software from unauthorized disclosure, use or copying. Client will not reverse assemble or reverse compile the Software. Client will provide, operate and nutintain any computer equipment and operating system software required to use the Software in Client's environment as defined by the systems requirements documentation Such equipment and software must include the components and conform to the minimum configuration requirements specified in the systems requirements documentation. Upon termination of the license, Client will destroy or return to Ceridiaa the Software and documentation. © 2002 Ceridian Corporation. All fights reserved. Software License Page 1 8/2002 Exhibit B9: Ceridian Corporation Service Agreement Source Time Professional Ceridian agrees to provide Client Source Time Professional and related products and services ("Services") in accordance with the prices, terms and conditions contained in this Agreement. 1. Service Set-up/Implementation Ceridian will furnish qualified personnel to provide Client with the training and installation services identified in this Exhibit. Client will furnish qualified personnel to receive the training and installation services. The number of days estimated in this agreement for installation of services and related training are merely estimates based on Ceridian's observations prior to installation. Depending on actual operating circumstances at'he host loc'ation(s), any additional time or days may be needed to properly install the software licensed under this Agreement. Client will provide necessary hardware, software, workspace, desks, workstations and incidental supplies and will be responsible for converting their own source data files for use in said implementation and training. Capital Purchase Training: / * Five training credits are included with the Software license purchased under this agreement. For purpose of this agreement a training credit is defined as a single incidence or permission for one of Client's representatives to attend a consecutive five-day training course. Client must contact Ceridian and schedule all ~raini~g courses utilizing the ffainlng credits within six months of the initial Source Time Professional customer planning-meeting. All training credits unused by the end of those six months will be declared lapsed and invalid. All trainin~ courses will be hosted at the Ceridian Training Center in New Albany, Indiana. Study materials and documentation are included with the training credits. Client is responsible for all travel arrangements, fees, and expenses associated with Client's representatives' attendance in any training courses. Hosted Services Training: · Training in a hosted services model focuses on the operational aspects of the application. Typical trainin~ includes employee and supervisory functions. Training is conducted in a teleconference/webinar format. Additional materials include an online CBT, online help, and Quick Reference Cards. 2. Source Time Professional Services Ceridian Source Time Professional, will accurately collect time from a variety of methods such as data collection terminals, on line PC Clock, Web Access or Interactive Voice Response (IVR) devices, that Client has chosen and will track time information from all Client's employee types (exempt and non exempt), while ensuring compliance with Client's pay practices. Ail time information is then analyzed and quantified to produce an accurate timecard based on the pay rules that are setup by Client and Ceridian Project Manager. Source Time Professinnal will provide Client's Employee's the following functions: · Timecard EdiVEntry Access to: · Leave Accrual Information / Exception reporting (vacation, sick, holiday, etc.) · Past Timecards · Future Timecards · Historical Records · Audit Trails · Employee Signature © 2002 Ceridi~n Corpontion. All rights rczrv~! Source Time Professional Page I 10/23/02 Exhibit B9: Ceridian Corporation Service Agreement Source Time Professional Source Time Professional will provide Supervisory/Management the following Functions: · The ability for employee and supervisor to view relevant time and attendance information on-line, based on security level access · Automated approval process · Review and Edit Employee Timecards · Easy Error Resolution of Timecards · Access to Historical Timecard Records · Prior Period Adjustments System Functions: · Multiple Timecard Views · Labor Allocation · User Definable Import/Export Utility · The ability for employee and supervisor to view relevant time and attendance information on-line, based on ,, security level access · Automated interface to Payroll · Consistent pay nde interpretation // · Electronic timecard signatures Multiple Data Collection Methods: · Data Collection Terminals · Web Access · PC Access · Transaction based (Stop/Start Time) · Exempt Employee Time Entry · Labor Distribution · Leave Accrual / Benefit Tracking (Optional) · Incident Tracking (Optional) 3. Materials, software and hardware Hardware will be delivered to Client in good, working condition no less than 1 week prior to the installation of equipment. Client will not be responsible for or liable for damage or loss of hardware until the date of delivery. Client is responsible to make available a suitable place of installation, adequate power and surge protection, a correctly configured host computer, and cabling, which meets Ceridian's l!nininlmn requirements. Within fifteen (15) days of the installation date, Client will notify Ceridian of any material defect in the hardware. Ceridian will be respons~le to make all corrections necessary to bring the hardware into compliance with the applicable hardware specifications. If Client does not send written notice of the occurrence of a material defect within such (15) fifteen day time period, Client will be deemed to have accepted the hardware. Ceridlan warrants that Ceridian has the right to sell the hardware to Client and that the hardware, if used in compliance with the operational and security procedures set forth in the hardware documentation, will conform to the manufacturer's hardware specifications at the time of sale. The manufacturer warrants against defects all terminals, parts and accessory boards of the hardware for twelve (12) months from the date of installation. Extended manufacturer warranties may be purchased at Client's request. All other warranties are expressly disclaimed and excluded by Ceridian. Ceridian is not responsible or liable for damage, malfunction, or performance failures resulting from changes made to the hardware aRer acceptance or damage caused by the misuse, physical abuse, improper operation, the environment or other causes beyond Ceridian's © 2002 Ceridian Corporation. All rights reserved Source Time Professional Page 2 10/23/02 Exhibit B9: Ceridian Corporation Service Agreement Source Time Professional exclusive control, or any malfunction not reported to Ceridian within 15 days of Client's fust knowledge of the malfunction. Ceridian will also provide twenty-four (24) hour emergency replacement of data collection terminals that Ceridian stocks in the normal course of business. 4. Upgrades Capital Purchase: * Upgrades will be licensed to Client only after receiving Client's permission through a signed change order. Client must pay the applicable fee for all upgrades. Updates are del'reed as patches, bug fixes or other remedial code or programs that improve the base methodology of Client's licensed version of the software and that are released by Ceridian free of charge to Ceridian's entire client base for their particular version of the software. Ceridian exclusively reserves the right to term any software release an update or upgrade. Hosted Services: * All upgrades and updates are included. 5. Customer Service Customer service will include: (a) telephone support (including software explanation and troubleshooting) via an "800" number during business hours established by Ceridian (except holidays); (b) replacement of software and/or software documentation determined by Ceridian to be defective; and (c) soRware updates generally furnished by Ceridian to .... Ceridian's clients. Sofhvare maintenance services do not include (a) services which require travel costs (which will be billed passed along to the customer); (b) equipment maintenance services; (c) system design, significant extensions or new components for the software, programming~ specification development; (d) third party software support; (e) or ally other services not expressly identified in this Agreement. Provided Client is paying applicable fees, Ceridian will provide maintenance and support for the most current and one previous version of the software. Ceridian will not be responsible for maintaining or supporting any other version of the software. 2002 Ceridian Corporalion. Ail rights rcservcd Page 3 Sourcc Time Professional ! 0/23/02