HomeMy WebLinkAboutMINUTES - 12172013 - C.61RECOMMENDATION(S):
APPROVE and AUTHORIZE the County Administrator, or designee, to execute on behalf of the County a contract
amendment with ADP Inc., to provide for different payment terms without an increase in the payment limit, and no
change in the term of January 18, 2011 through June 1, 2019, to provide the automated timekeeping hardware,
software and professional service for the Time and Labor Management/Hosting Project.
FISCAL IMPACT:
Costs are supported through countywide Inter-departmental charges to all user departments to maximize federal,
state, and other revenue offsets.
BACKGROUND:
Contra Costa County has historically collected employees’ time through various means, such as paper timecards and
manual time entry. The current process for collecting time is operationally ineffective and open to errors and
compliance issues.
After a competitive bid process, the County selected ADP to provide automated timekeeping hardware, software and
professional service for the Time and Labor Management/Hosting Project. The Board of Supervisors approved the
initial contract on January 18, 2011.
APPROVE OTHER
RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE
Action of Board On: 12/17/2013 APPROVED AS RECOMMENDED OTHER
Clerks Notes:
VOTE OF SUPERVISORS
AYE:John Gioia, District I Supervisor
Candace Andersen, District II Supervisor
Mary N. Piepho, District III Supervisor
Karen Mitchoff, District IV Supervisor
Federal D. Glover, District V Supervisor
Contact: Lisa Driscoll, County Finance
Director (925) 335-1023
I hereby certify that this is a true and correct copy of an action taken and entered on the
minutes of the Board of Supervisors on the date shown.
ATTESTED: December 17, 2013
David Twa, County Administrator and Clerk of the Board of Supervisors
By: Chris Heck, Deputy
cc: Robert Campbell, Auditor-Controller, Ted Cwiek, Human Resources Director
C. 61
To:Board of Supervisors
From:David Twa, County Administrator
Date:December 17, 2013
Contra
Costa
County
Subject:Amend Contract with ADP, Inc.
BACKGROUND: (CONT'D)
As the project continued towards the “Go Live” phase, additional onsite support was needed which required
additional travel expenses. The Board of Supervisors approved an amendment to the contract on April 24, 2012,
which increased the payment by $25,000. Since that time, changes, modifications, revisions and additions to the
terms and conditions of the Master Services Agreement dated January 18, 2011 were needed to modify contract
terms. The Board of Supervisors adopted the 'First Amendment to the Master Services Agreement' on July 9,
2013. The amendment modified Annex A and Annex Z of the original Master Service Agreement, as agreed upon
between ADP and the County.
Due to the length of the implementation period and changes required for on-going bargaining group contract
negotiations, additional amendments to the ADP contract are required. Attached is the proposed amendment
(Second Amendment) to Annex Z of the First Amendment to the Master Services Agreement, as agreed upon
between ADP and the County. In consideration for ADP's additional implmentation resources, the County will
make advance payments for license fees, and hosting fees until the earlier of the "Go Live" date or June 1, 2014.
The amendement also includes a new change order process.
CONSEQUENCE OF NEGATIVE ACTION:
If this action is not approved, the County will not be able to move forward with the implementation of an
automated timekeeping system that will eliminate ineffective and costly processes.
CHILDREN'S IMPACT STATEMENT:
None.
ATTACHMENTS
Second Amendment to ADP Agreement
Execution Version
Second Amendment
To
Master Services Agreement
Between
ADP, INC.
and
CONTRA COSTA COUNTY
This Amendment (“Second Amendment”), made as of September 1, 2013 (the “Second Amendment
Effective Date”), between ADP, Inc. (“ADP”) and Contra Costa County (“Client”), contains changes, modifications,
revisions and additions to the terms and conditions of the Master Services Agreement dated January 18, 2011, as
amended (collectively, the “Agreement”), between the parties hereto.
In consideration of the mutual covenants contained in the Agreement and herein, and for other good and
valuable consideration, ADP and Client hereby agree as follows:
1. Annex Z (Service and Fee Schedule).
Section 6 (Time and Labor Management Services and Fees). Section 6 of Annex Z is
hereby amended as follows:
(a) Implementation. Subparagraph D under the Implementation section is deleted in its
entirety and replaced with the following:
“D. ADP and Client agree, that as of the Second Amendment Effective Date (as
defined in the Second Amendment), 75% of the Implementation Services have been completed,
which is equal to $419,803.20 of the total amount of Implementation Services fees
($559,737.60). ADP shall commence invoicing Client for the Deferred Fee Monthly Amount of
$9,328.96 for Implementation Services beginning on the Second Amendment Effective Date for
sixty months.”
(b) Annex Z, Section 6. The fourth bullet point (Application Programs) of Section 6 to
Annex Z of the Agreement is amended by deleting the last paragraph therein and replacing it with the following:
“Client will use good faith efforts to convert employees to ADP Enterprise eTime®. ADP
will begin billing Client for the Monthly Fee (comprised of Enterprise eTime Software,
Enterprise eTime Manager Licenses, Enterprise Scheduler, and Enterprise eTIME Web, and
excluding the monthly Hosting Services Fee, if any) in the amount of $5,650.00 (the “Pre-Go
Live Monthly Fee”) beginning on the Second Amendment Effective Date (as defined in the
Second Amendment). Client is only obligated to pay the Pre-Go Live Monthly Fee until the earlier
of the Go Live Date or June 1, 2014, whichever comes first. If the Go Live Date occurs on or
before June 1, 2014, ADP will begin invoicing Client for the Monthly Fee calculated as set forth in
Exhibit 1 (TLM Pricing) to Annex Z. If the Go Live Date has not occurred on or before June 1,
2014, ADP will stop invoicing Client for the Pre-Go Live Monthly Fee until the Go Live Date occurs,
and will thereafter begin invoicing Client for the Monthly Fee, which will be based upon the
number of non-terminated users in the database related to the Application Program (“Authorized
Users”).”
(c) Hosting Services. The second paragraph under the sixth bullet point (Hosting Services)
of Section 6 to Annex Z of the Agreement is deleted in its entirety and replaced with the following:
“Notwithstanding anything in this Agreement to the contrary, including the Program
Change Request dated September 30, 2011 and approved by Client on October 12, 2011,
Page 2 of 3
ADP shall commence invoicing Client for the Monthly Hosting Services Fee ($6,000) on the
Second Amendment Effective Date (as defined in the Second Amendment). Client is only
obligated to pay the Monthly Hosting Services Fee until the earlier of the Go Live Date or June 1,
2014, whichever comes first. If the Go Live Date occurs on or before June 1, 2014, ADP will
continue to invoice Client for the Monthly Hosting Services Fee ($6,000) as set forth in Exhibit 1
(TLM Pricing) to Annex Z. If the Go Live Date has not occurred on or before June 1, 2014, ADP
will stop invoicing Client for the Monthly Hosting Services Fee until the Go Live Date occurs, and
will thereafter resume invoicing Client for the Monthly Hosting Services Fee ($6,000) as set forth
in Exhibit 1 (TLM Pricing) to Annex Z.”
Section 7 (Change Control). A new Section 7, “Change Control” is hereby added to the end
of Annex Z as follows:
“SECTION 7 CHANGE CONTROL
7. Change Control Procedure. If Client makes a written request for a change
in the Implementation Services or the ongoing Services, including, without limitation
items (i) through (iii) below (each, a “Change Control Item”), that require ADP to
devote resources, expend time or otherwise incur costs not contemplated by this
Agreement as part of the Implementation Services or the ongoing Services, as the
case may be, ADP will follow the specified change control procedures set forth in
this Section 7 prior to devoting such resources, expending such time or incurring
such costs. In addition, Change Control Items may have an impact on fees for ongoing
Services and ADP will notify Client of any such expected fee impact, which fee impact
shall also in all cases be subject to the mutual agreement of the Parties. ADP shall not
unreasonably request adjustment to fees, nor shall Client unreasonably withhold
agreement to equitable fee adjustments commensurate with the additional work
effort required as a result of Change Control Items. Change Control Items include but
are not limited to the following:
(i) Services requested by Client that are outside the original scope of the
Implementation Services or the ongoing Services;
(ii) A change to a project deliverable after that deliverable has been accepted by Client
as complete ;
(iii) Any change that must be enacted in connection with benefits services or the
Consolidated Omnibus Budget Reconciliation Act (COBRA) services (not due solely
to ADP’s actions or omissions) in order for ADP to continue to perform the
Services.
7.1 Change Control Documentation. Upon Client’s written request for a Change
Control Item, ADP will deliver to Client a notice (a “Change Control Notice”) setting
forth (i) the details of the Change Control Item, (ii) an analysis of the impact of the
Change Control Item on the Implementation Services and the ongoing Services, as
applicable, including whether the Change Control Item may result in changes to
expected or target completion dates, and whether the Change Control Item may have
an impact on fees for ongoing Services and the basis therefor, and (iii) an estimate of
the time, materials, and aggregate costs required to address the Change Control Item.
Client will notify ADP within 10 Business Days whether or not the Change Control
Item, as set forth in the Change Control Notice is approved as submitted. If Client
agrees with the Change Control Notice, it will sign the Change Control Notice and return
it to ADP. If Client does not respond to the Change Control Notice within the specified
period, the Change Control Item will be deemed to be rejected by Client. If Client
rejects a Change Control Item, ADP may proceed to provide the Implementation
Services or the ongoing Services, as applicable, without implementing the Change
Control Item or ADP may dispute the rejection of the Change Control Item. Change
Control Items may only be initiated by Client.
7.2 Change Control Dispute Resolution. If ADP and Client disagree as to
whether an event, requirement, measure, or deliverable is subject to the Change
Page 3 of 3
Control Item provisions of this Section 7, within five Business Days of discovery of such
disagreement, ADP and Client shall meet (in person or by telephone) and make a good
faith effort to resolve the disagreement. If the parties are unable to resolve the
dispute, the parties will summarize the dispute in writing and forward it to a senior
executive of ADP and a senior executive or officer of Client. Such executives will
meet (in person or by telephone) within five Business Days of delivery of the dispute
summary and make a good faith attempt to resolve the dispute.”
7.3 Change Control Fees. Fees for Change Control Items are incurred for
analysis, development and delivery of changes to Services. The hourly rate for
Change Control Items is $165.00 per hour for Implementation Services or Services.
Additionally, projects that are quoted and invoiced on a time and materials basis are
invoiced based on the actual hours worked, whether that work is performed on-site or
off-site, unless otherwise stated. In the event that a consultant is contracted for a one-
or two-day assignment, a minimum of eight hours per day will be invoiced unless
prior arrangements have been made.
If Client utilizes a third party accounts payable business process outsourcing provider,
and if such provider charges ADP a fee for ADP to receive the amounts invoiced under
this Agreement, or applies a discount as compensation for such provider’s services,
then Client shall be responsible for such fees and discounts. Unless the parties agree
to a different method of reimbursement, ADP shall treat such fees or discounts as a
pass- through third-party expense and shall invoice Client any amount incurred by
ADP.”
Except as expressly amended by this Second Amendment, all terms and conditions contained in the
Agreement shall remain in full force and effect. In the event of any conflict between the terms and conditions
contained in the Agreement and the terms and conditions contained in this Second Amendment, the terms and
conditions contained in this Second Amendment shall prevail. The terms defined in the Agreement and used in
this Second Amendment shall have the same respective meanings as set forth in the Agreement unless otherwise
clearly defined in this Second Amendment.
IN WITNESS WHEREOF , the parties hereto have caused this Second Amendment to be duly executed
by its authorized representatives as of the date first above written.
ADP, INC. CONTRA COSTA COUNTY
By: By:
Name: Name:
Title: Title:
Date: Date:
Approved as to form:
Sharon L. Anderson, County Counsel
By:
Name:
Title: Deputy County Counsel