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HomeMy WebLinkAboutMHC Software Holdings LLC; 2025-05-08; Page 1 City Attorney Approved Version 2/11/2025 AGREEMENT FOR PRINTING OF IRS FORM (W-2, 1095-C, 1099) SERVICES MHC SOFTWARE HOLDINGS, LLC THIS AGREEMENT is made and entered into as of the ______________ day of _________________________, 20___, by and between the City of Carlsbad, California, a municipal corporation ("City") and MHC Software Holdings, LLC, a Minnesota, LLC, ("Contractor"). RECITALS A. City requires the professional services of IRS forms (W-2, 1095-C, 1099) printing and mailing service that is experienced in Lawson HR/Payroll systems and Finance Enterprise. B. Contractor has the necessary experience in providing professional services and advice related to IRS forms (W-2, 1095-C, 1099) printing and mailing services. C. Contractor has submitted a proposal to City and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. SCOPE OF WORK City retains Contractor to perform, and Contractor agrees to render, those services (the "Services") that are defined in attached Exhibit "A," which is incorporated by this reference in accordance with this Agreement’s terms and conditions. 2. STANDARD OF PERFORMANCE While performing the Services, Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan Southern California area, and will use reasonable diligence and best judgment while exercising its professional skill and expertise. 3. TERM The term of this Agreement will be effective for a period of two (2) year(s) from the date first above written. The City Manager may amend the Agreement to extend it for one (1) additional two (2) year(s) period or parts thereof. Extensions will be based upon a satisfactory review of Contractor's performance, City needs, and appropriation of funds by the City Council. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement. 4. TIME IS OF THE ESSENCE Time is of the essence for each and every provision of this Agreement. 5. COMPENSATION The total fee payable for the Services to be performed during the initial Agreement term shall not exceed twenty-four thousand dollars ($24,000). No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. If the City elects to extend the Agreement, the amount shall not exceed twelve thousand dollars ($12,000) per Agreement year. Payment terms are NET 30 unless provided otherwise in Exhibit “A.” The City reserves the right to withhold a ten percent (10%) retention until City has accepted the work and/or Services specified in Exhibit "A." Docusign Envelope ID: 844A5C5C-7E62-446F-BD98-5788EFA9F1A9 May 8th 25 Page 2 City Attorney Approved Version 2/11/2025 Incremental payments, if applicable, should be made as outlined in attached Exhibit "A." 6. STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of City. Contractor will be under control of City only as to the result to be accomplished, but will consult with City as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of City for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. City will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. City will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify City within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which City may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At the City’s election, City may deduct the indemnification amount from any balance owing to Contractor. 7. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of City. If Contractor subcontracts any of the Services, Contractor will be fully responsible to City for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and City. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by City. 8. OTHER CONTRACTORS The City reserves the right to employ other Contractors in connection with the Services. 9. INDEMNIFICATION Contractor agrees to defend (with counsel approved by the City), indemnify, and hold harmless the City and its officers, elected and appointed officials, employees and volunteers from and against all claims, damages, losses and expenses including attorneys fees arising out of the performance of the work described herein caused by any negligence, recklessness, or willful misconduct of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. If Contractor’s obligation to defend, indemnify, and/or hold harmless arises out of Contractor’s performance as a “design professional” (as that term is defined under Civil Code section 2782.8), then, and only to the extent required by Civil Code Section 2782.8, which is fully incorporated herein, Contractor’s indemnification obligation shall be limited to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor, and, upon Contractor obtaining a final adjudication by a court of competent jurisdiction. Contractor’s liability for such claim, including the cost to defend, shall not exceed the Contractor’s proportionate percentage of fault. Docusign Envelope ID: 844A5C5C-7E62-446F-BD98-5788EFA9F1A9 Page 3 City Attorney Approved Version 2/11/2025 The parties expressly agree that any payment, attorney’s fee, costs or expense City incurs or makes to or on behalf of an injured employee under the City’s self-administered workers’ compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 10. CONFIDENTIALITY 10.1 Confidential Information. “Confidential Information” means any personally identifiable information (PII), Sensitive Personal Information (SPI), and any other information that a reasonable person would consider confidential. 10.2 Confidentiality Obligations. Contractor agrees: (i) not to disclose any Confidential Information to any employees, subcontractors, or any third parties except only as necessary to provide the Services hereunder; (ii) to bind such employees, subcontractors, or third parties by confidentiality obligations no less stringent than those set forth in this Agreement; (iii) not to use any Confidential Information for any purposes except carrying out responsibilities under this Agreement; and (iv) to keep the Confidential Information confidential using the same degree of care such Contractor uses to protect its own confidential information; provided, however, that Contractor shall use at least reasonable care. These confidentiality obligations are a material term of this Agreement. 10.3 Data Breach. If there is a breach of City data within the possession or control of Contractor. Contractor shall: (1) promptly notify City within 24 hours or sooner by telephone, unless shorter time is required by applicable law, if it confirms that there is or reasonably believes that there has been a data breach; (2) cooperate with the City as reasonably requested by the City to investigate and resolve the data breach and provide daily updates; (3) quarantine the data breach and ensure secure access to City data; (4) promptly implement necessary remedial measures; and (5) document responsive actions taken related to the data breach. 11. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor’s agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California’s List of Approved Surplus Line Insurers (LASLI) with a rating in the latest Best’s Key Rating Guide of at least “A:X”; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report. 11.1 Coverages and Limits. Contractor will maintain the types of coverages and minimum limits indicated below, unless Risk Manager or City Manager approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. City, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. The full limits available to the named insured shall also be available and applicable to the City as an additional insured. Docusign Envelope ID: 844A5C5C-7E62-446F-BD98-5788EFA9F1A9 Page 4 City Attorney Approved Version 2/11/2025 11.1.1 Commercial General Liability (CGL) Insurance. Insurance written on an “occurrence” basis, including personal & advertising injury, with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. 11.1.2 Automobile Liability. (if the use of an automobile is involved for Contractor's work for City). $2,000,000 combined single-limit per accident for bodily injury and property damage. 11.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to City's satisfaction, a declaration stating this. 11.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor’s profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work. 11.2 Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 11.2.1 The City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the City. 11.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 11.2.3 If Contractor maintains higher limits than the minimums shown above, the City requires and will be entitled to coverage for the higher limits maintained by Contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage will be available to the City.” 11.2.4 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to City sent by certified mail pursuant to the Notice provisions of this Agreement. 11.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to City. 11.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then City will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by City to obtain or maintain insurance and City may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 11.5 Submission of Insurance Policies. City reserves the right to require, at any time, complete and certified copies of any or all required insurance policies and endorsements. Docusign Envelope ID: 844A5C5C-7E62-446F-BD98-5788EFA9F1A9 Page 5 City Attorney Approved Version 2/11/2025 12. BUSINESS LICENSE Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. 13. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of four (4) years from the date of final payment under this Agreement. 14. OWNERSHIP OF DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of City. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to City. Contractor will have the right to make one (1) copy of the work product for Contractor’s records. 15. COPYRIGHTS Contractor agrees that all copyrights that arise from the services will be vested in City and Contractor relinquishes all claims to the copyrights in favor of City. 16. NOTICES The name of the persons who are authorized to give written notice or to receive written notice on behalf of City and on behalf of Contractor under this Agreement are: For City: For Contractor: Name Michele Tackett Name David Boldt Title Finance Payroll IT Manager Title Document Processing Coordinator Dept Finance Department Address 1200 Portland Avenue Burnsville, MN 55337 CITY OF CARLSBAD MHC SOFTWARE HOLDINGS, INC Address 1635 Faraday Avenue Phone 800-588-3673 Carlsbad, CA 92008 Email David.Boldt@mhcautomation.com Phone 442-303-3000 Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. 17. CONFLICT OF INTEREST Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report investments or interests as required in the City of Carlsbad Conflict of Interest Code. Yes ☐ No ☒ Docusign Envelope ID: 844A5C5C-7E62-446F-BD98-5788EFA9F1A9 City Attorney Approved Version 2/11/2025 Page 6 If yes, list the contact information below for all individuals required to file: Name Email Phone Number 18. GENERAL COMPLIANCE WITH LAWS Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations. Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants whose services are required by this Agreement. 19. CALIFORNIA AIR RESOURCES BOARD (CARB) ADVANCED CLEAN FLEETS REGULATIONS Contractor’s vehicles with a gross vehicle weight rating greater than 8,500 lbs. and light-duty package delivery vehicles operated in California may be subject to the California Air Resources Board (CARB) Advanced Clean Fleets regulations. Such vehicles may therefore be subject to requirements to reduce emissions of air pollutants. For more information, please visit the CARB Advanced Clean Fleets webpage at https://ww2.arb.ca.gov/our-work/programs/advanced-clean-fleets. 20. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 21. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or City will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten (10) business days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the City Manager. The City Manager will consider the facts and solutions recommended by each party and may then opt to direct a solution to the problem. In such cases, the action of the City Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law. 22. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, City may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If City decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, City Docusign Envelope ID: 844A5C5C-7E62-446F-BD98-5788EFA9F1A9 City Attorney Approved Version 2/11/2025 Page 7 may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by City and all work in progress to City address contained in this Agreement. City will make a determination of fact based upon the work product delivered to City and of the percentage of work that Contractor has performed which is usable and of worth to City in having the Agreement completed. Based upon that finding City will determine the final payment of the Agreement. City may terminate this Agreement by tendering thirty (30) days written notice to Contractor. Contractor may terminate this Agreement by tendering ninety (90) days written notice to City. In the event of termination of this Agreement by either party and upon request of City, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to City. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. City will make the final determination as to the portions of tasks completed and the compensation to be made. 23. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, City will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 24. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any Agreement claim submitted to City must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et seq., the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If City seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for City to terminate this Agreement. 25. JURISDICTION AND VENUE This Agreement shall be interpreted in accordance with the laws of the State of California without regard to, or application of, choice of law rules or principles. Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county. 26. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon City and Contractor and Docusign Envelope ID: 844A5C5C-7E62-446F-BD98-5788EFA9F1A9 City Attorney Approved Version 2/11/2025 Page 8 their respective successors. Neither this Agreement nor any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of City, which shall not be unreasonably withheld. 27. THIRD PARTY RIGHTS Nothing in this Agreement should be construed to give any rights or benefits to any party other than the City and Contractor. 28. ENTIRE AGREEMENT This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. This Agreement may be executed in counterparts. [SIGNATURE PAGE TO FOLLOW] Docusign Envelope ID: 844A5C5C-7E62-446F-BD98-5788EFA9F1A9 City Attorney Approved Version 2/11/2025 Page 9 28. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. Executed by Contractor this___________ day of _______________________, 20____. CONTRACTOR CITY OF CARLSBAD, a municipal corporation of the State of California MHC Software Holdings, Inc., a Minnesota LLC By: By: (sign here) Zach Korach, Finance Director Zach Bloss, Corporate Controller (print name/title) ATTEST: By: SHERRY FREISINGER, City Clerk (sign here) By: Faviola Medina, Director of Constituent & Clerk Services (print name/title) If required by City, proper notarial acknowledgment of execution by contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups. Group A Group B Chairman, Secretary, President, or Assistant Secretary, Vice-President CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CINDIE K. McMAHON, City Attorney BY: _____________________________ Deputy / Assistant City Attorney Docusign Envelope ID: 844A5C5C-7E62-446F-BD98-5788EFA9F1A9 April 2528th City Attorney Approved Version 2/11/2025 Page 10 EXHIBIT A SCOPE OF SERVICES AND FEE Section 1. Processing Services for Year End Tax Year Documents MHC Software Holdings, LLC (MHC) will print and seal the City’s W-2s, 1095-Cs and 1099s. Sealed documents will be sent to the United States Postal Service for first class mail delivery ($00.73 each or the current postal rates). City will provide MHC with one or more import data file(s) for each document type processed that includes the full set of documents to be printed and distributed (note timelines for file delivery to MHC below in order to avoid a rush charge). City is responsible for confirming the validity of the data for the documents that will be printed and distributed by MHC on behalf of the City. Import data file(s) the City provides MHC will include ONLY those documents that require physical printing and postal distribution. The cost for W-2,1095-C and 1099 printed and sealed documents: Approximately 1,700 = $1.60 per W-2 document Approximately 1000 = $2.40 per 1095-C document Approximately 475 = $2.67 per 1099 document The processing price includes the forms and distribution costs only. Generation of the data/files to be sent to the IRS and transmission of data/files to the IRS are not included in this agreement. This agreement does not include transmission of data/files to tax preparation service software providers. All distribution costs will be passed on to City. Special Handling fees of $150.00/hour will be assessed for envelope stuffing, special sorting, or other types of special requests. Section 2. Minimum Processing Time Required data will be provided to MHC by City five (5) business days prior to the IRS required deadlines. Any files received after deadline will result in a rush service charge of $500 per document type. Any delays in delivery of required data to MHC Software will result in the risk of the City missing the IRS required deadlines. Section 3. W-2s,1095-Cs, and 1099s for Reprints Copies of the documents will be provided to the City via the MHC download site at no additional charge. Files will be clearly marked as final documents for each of the different tax form types. These documents will be in final format, not sample or test files. Section 4. Note In order for MHC to provide the best level of support and timely response to all of our customers, we limit the 1095-C output by Document Express/Document Self Service to the IRS- approved form layout option offered by MHC’s authorized forms provider, Brand Advantage Group (Form #MPS1095C: 8.5x14” eccentric z-fold pressure seal form). MHC will process and print all 1099 forms according to these guidelines. 1099-MISC (Copy A) Cut Sheet; 1099-NEC (Copy A) Cut Sheet; 1099-INT (Copy A, B & C) Pressure Seal Docusign Envelope ID: 844A5C5C-7E62-446F-BD98-5788EFA9F1A9 City Attorney Approved Version 2/11/2025 Page 11 MHC relies on the City to provide accurate data for the W-2, 1095-C and 1099 forms per their interpretations of current laws and regulations. MHC does not do any data manipulation, data changes, data collection, data verification, or data calculations. We simply place the data provided by the City onto the chosen W-2,1095-C and 1099 form layout. The City is responsible for the accuracy of data provided and MHC is responsible for placing that data on the form based on file specifications. When source data quality issues are identified and require reprinting of initial W-2s,1095-Cs, and 1099s or printing of reissued W-2s,1095-Cs and 1099s, the City will be charged for additional time and labor. Reprinted or corrected tax forms will be subject to a $25.00 minimum reprint fee. Section 5. Payment Terms City will be invoiced upon completion of processing and payment will be due 30 days from the date of invoice. Section 6. Data Security Standards With respect to Section 1, documents will be imported using industry-standard encryption (e.g., TLS 1.2 or higher). Under no circumstances will these files be stored in an unencrypted clear text format. Once processing is complete and the data is no longer required for service fulfillment, all imported files will be securely and permanently deleted in accordance with NIST SP 800-88 or equivalent data destruction standards. With respect to Section 3, all documents provided to the City via the MHC download site will be transmitted over a secure, encrypted connection (e.g., TLS 1.2 or higher). The site will implement strong access controls to ensure that only authorized City personnel can access the files. Documents will be stored in an encrypted format and protected against unauthorized access, tampering, or loss for as long as they remain available on the MHC download site. Docusign Envelope ID: 844A5C5C-7E62-446F-BD98-5788EFA9F1A9 10/08/2024 Brown & Brown Insurance Services, Inc. 901 Marquette Ave Suite 1800 Minneapolis MN 55402 Kasia Anderson (612) 333-3323 kasia.anderson@bbrown.com MHC Software New Holdings, Inc. PO Box 1749 Burnsville MN 55337 Allmerica Financial Benefit Insurance Company 41840 Underwriters at Lloyd's, London 15792 Scottsdale Insurance Company 41297 24/25 A Y Z2XJ17550202 10/01/2024 10/01/2025 1,000,000 1,000,000 10,000 1,000,000 2,000,000 2,000,000 Hired Auto 1,000,000 A Z2XJ17550202 10/01/2024 10/01/2025 A 10,000 Z2XJ17550202 10/01/2024 10/01/2025 10,000,000 10,000,000 A N W2XJ14666502 10/01/2024 10/01/2025 1,000,000 1,000,000 1,000,000 B Primary Cyber Liability Technology E&O APT1195024 10/01/2024 10/01/2025 Per Claim/Aggregate $5,000,000 Certificate Holder is Additional Insured on a primary and non-contributory basis as respects the general liability policy where required by written contract, subject to the policy terms and conditions. Waiver of Subrogation applies in favor of the additional insured as respects the general liability and WorkersCompensation policies where required by written contract, subject to the policy(s) terms and conditions. City of Carlsbad 1635 Faraday Ave Carlsbad CA 92008 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED?(Mandatory in NH) DESCRIPTION OF OPERATIONS belowIf yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCEDAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIREDAUTOS ONLY ACORD® I ~ I X -:J [8] -- ~ □ □ --~ ---- X H - IX! I I I □ I MHC Software New Holdings, Inc.Brown & Brown Insurance Services, Inc. 25 Certificate of Liability Insurance: Notes C) Excess Cyber and Tech E&O - EKS3543635 - 10/01/24 - 10/01/25 - Aggregate Limit $2,500,000 ACORD 101 (2008/01) The ACORD name and logo are registered marks of ACORD © 2008 ACORD CORPORATION. All rights reserved. THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: FORM TITLE: ADDITIONAL REMARKS ADDITIONAL REMARKS SCHEDULE Page of AGENCY CUSTOMER ID: LOC #: AGENCY CARRIER NAIC CODE POLICY NUMBER NAMED INSURED EFFECTIVE DATE:I