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HomeMy WebLinkAboutMHC Software Inc; 2017-06-27;AMENDMENT NO. 1 TO EXTEND AND AMEND AGREEMENT FOR PRINTING OF W-2s AND 1095-Cs MHC SOFTWARE, INC. This Amendment No. 1 is entered into and effective as of the '2 3::-t\A,,, day of "'E2 u\(\Q, , 2019, extending and amending the agreement dated June 27, 2017 (the "Agreement") by and between the City of Carlsbad, a municipal corporation, ("City"), and MHC Software, Inc., a corporation, ("Contractor") (collectively, the "Parties") for printing IRS Forms W-2 and 1095-C. RECITALS A. The Parties desire to alter the Agreement's scope of work to increase the number of forms printed to one thousand six hundred (1,600) W-2s and nine hundred (900) 1095-Cs; and B. The Parties desire to extend the Agreement for a period of two (2) years. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. That the Agreement, as may have been amended from time to time, is hereby extended and funded for a period of two (2) years ending on June 26, 2021 on a time and materials basis not-to-exceed ten thousand dollars ($10,000) per Agreement year. 2. All other provisions of the Agreement, as may have been amended from time to time, will remain in full force and effect. 3. All requisite insurance policies to be maintained by the Contractor pursuant to the Agreement, as may have been amended from time to time, will include coverage for this Amendment. Ill Ill Ill Ill Ill Ill Ill Ill Ill City Attorney Approved Version 1/30/13 4. The individuals executing this Amendment 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 Amendment. CONTRACTOR By~-~ (sign hrr) ~\..---:,~~' / (J/\IY' (print name/title) CITY OF CARLSBAD, a municipal corporation of the State of California By: ~c·~ Director By ~ ~ Ai~✓ Q ldi~ C1dk. (sign here) _ . • BARBARA ENGLESON I (l(,12f!Lfh e. Vt aRe~ity Clerk (print name/t1tle)1 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 Chairman, President, or Vice-President Group 8 Secretary, Assistant Secretary, 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: CELIA A. BREWER, ,7}ty Attorney BY auC (!___ Assistant City Attorney City Attorney Approved Version 1 /30/13 2 ~ MHCSOFT-01 SPINCHCOFSKY ACORD" CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/DD/YYYY) ~ 11/30/2018 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. 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). PRODUCER ~~ij?,CT Associated Agencies, Inc rit:8,NJo, Ext): (847) 427-8400 I FAX 1701 Golf Road #3-700 (A/C, No):(847) 427-3430 Rolling Meadows, IL 60008 i~DAJ~ss, assocagencies@associated.cc INSURERISl AFFORDING COVERAGE NAIC # I INsuRER A: Selective Insurance Comoanv of America 12572 ✓ ~ ~- INSURED INSURER B: Hartford Casualtv Insurance Co 29424 .J i\ 02/MHC Holdings, LLC, MHC Acquistion, LLC, MHC Software, INSURER c : Llovds Of London 85202 7 ' LLC INSURER D, Maxum Casualtv Insurance Com~_ 10784 J f. • 12000 Portland Ave South, Suites 210 and 230 Burnsville, MN 55337 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER· REVISION NUMBER· 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 WlTH 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. INSR TYPE OF INSURANCE ADDL SUBR POLICY NUMBER POLl(_,Y EFF POLICY EXP LIMITS I Tl> •••en ••n,n .. A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 ~ =i CLAIMS-MADE [K] OCCUR X S 2317180 10/01/2018 10/01/2019 ~~~~*iJ?E~~~JJJlenrP\ $ 1,000,000 __,/ MED EXP /Anv one oerson\ $ 15,000 ~ --.___...-· 1,000,000 PERSONAL & ADV INJURY $ -- GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 ~=l □ PRO-□LOC 2,000,000 POLICY• JECT PRODUCTS -COMP/OP AGG $ OTHER $ A AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT rEa accident\ $ 1,000,000 ,- ANY AUTO S 2317180 10/01/2018 10/01/2019 BODILY INJURY /Per oerson\ $ r-OWNED r-SCHEDULED AUTOS ONLY f----AUTOS ✓ ./ BODILY INJURY /Per accident\ $ -- X HIRED X ~8~a'§~/Jc~ Fpfl.9~2c~di;,~t?AMAGE $ AUTOS ONLY r----- $ A X UMBRELLA LIAB M OCCUR EACH OCCURRENCE $ 4,000,000 --·-S 2317180 10/01/2018 10/01/2019 4,000,000 EXCESS LIAB CLAIMS-MADE AGGREGATE $ X OED I I RETENTION$ 0 \./ ' $ B WORKERS COMPENSATION XI ~ffr,rrE I I OTH- AND EMPLOYERS' LIABILITY Ei> Y/N 83WECAA9EBD 01/03/2019 01/03/2020 500,000 ANY PROPRIETOR/PARTNER/EXECUTIVE [fil E.L. EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? N/A 500,000 (Mandatory In NH) ✓ ✓ E.L. DISEASE -EA EMPLOYEE $ ~~ii~rti~g~ O~OPERATIONS below E.L. DISEASE -POLICY LIMIT $ 500,000 C Cyber & Tech E&O ASF18F004548 10/01/2018 10/01/2019 Limit 5,000,000 D Directors & Officers MLA-631839-02 10/01 /201.8 10/01/2019 Limit 1,000,000 / ,., DESCRIPTION OF OPERATIONS/ LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached If more space Is required) Blanket primary & non-contributory additional insured on General Liability when required by written contract per Form #CG7300(01-16) attached to policy and copy attached to this certificate. 10 day notice of cancellation for non-payment, per MN State Statue 60A.35 through 60A.38. / ,._ CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Carlsbad THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ~-ACCORDANCE WITH THE POLICY PROVISIONS. 1635 Faraday Ave Carlsbad, CA 92008 AUTHORIZED REPRESENTATIVE I ~/Ar,~ ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD ( / .___,, ElitePac® General Liability Extension Endorsement COMMERCIAL GENERAL LIABILITY CG 73 00 0116 SUMMARY OF COVERAGES (including index) This is a summary of the various additional coverages and coverage modifications provided by this endorsement. No coverage is provided by this summary. Refer to the actual endorsement (Pages 3-through-8) for changes affecting your insurance protection. DESCRIPTION Additional Insureds -Primary and Non-Contributory Provision Blanket Additional Insureds -As Required By Contract Broad Form Vendors Coverage Damage To Premises Rented To You (Including Fire, Lightning or Explosion) Electronic Data Liability ($100,000) Employee Definition Amended Employees As Insureds Modified Employer's Liability Exclusion Amended (Not applicable in New York) Incidental Malpractice Exclusion modified Knowledge of Occurrence, Claim, Suit or Loss Liberalization Clause Mental Anguish Amendment (Not applicable to New York) Newly Formed or Acquired Organizations Non-Accumulation Of Limits (Not applicable in New York or Wisconsin) Non-Owned Aircraft Non-Owned Watercraft (under 60 feet) Not-for-profit Members -as additional insureds Personal And Advertising Injury -Discrimination Amendment (Not applicable in New York) Products Amendment (Medical Payments) Supplementary Payments Amended -Bail Bonds ($5,000) and Loss of Earnings ($1,000) Unintentional Failure to Disclose Hazards Waiver of Transfer of Rights of Recovery (subrogation) When Two or More Coverage Parts of this Policy Apply to a Loss Copyright, 2015 Selective Insurance Company of America. All rights reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. INSURED'S COPY PAGE FOUND Page 7 Page 6 Page 6 Page 3 Page4 Page 8 Page 5 Page 3 Page 7 Page 7 Page 7 Page 8 Page 5 Page 7 Page 3 Page 3 Page 5 Page 8 Page4 Page4 Page 7 Page 7 Page 3 CG 73 00 0116 Page 1 of 8 THIS PAGE IS INTENTIONALLY LEFT BLANK. Copyright, 2015 Selective Insurance Company of America. All rights reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. INSURED'S COPY CG 73 00 0116 Page 2 of 8 ElitePac® General Liability Extension Endorsement COMMERCIAL GENERAL LIABILITY CG73000116 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies the insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART The SECTIONS of the Commercial General Liability Coverage Form identified in this endorsement will be amended as shown below. However, if (a) two or more Coverage Parts of this policy, or (b) two or more forms or endorsements within the same Coverage Part apply to a loss, only the broadest coverage of this policy will apply, unless specifically stated otherwise within the particular amendment covering that loss. With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement. COVERAGES -Amendments SECTION I -COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY EXCLUSIONS Employer's Liability Amendment (This provision is not applicable in the State of New York). The following is added to Exclusion e. Employer's Liability under COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY, 2. Exclusions: This exclusion also does not apply to any "temporary worker". Non-Owned Aircraft, Auto or Watercraft A. Paragraph (2) of Exclusion g. Aircraft, Auto Or Watercraft under COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY, 2. Exclus- ions is deleted in its entirety and replaced with the following: (2) A watercraft you do not own that is: (a) Less than 26 feet long and not being used to carry persons or property for a charge; or (b) At least 26 feet, but less than 60 feet long, and not being used to carry persons or property for a charge. Any person is an insured who uses or is responsible for the use of such watercraft with your expressed or implied consent. However, if the insured has any other valid and collectible insurance for "bodily injury" or "property damage" that would be covered under this provision, or on any other basis, this coverage is then excess, and subject to Condition 4. Other Insurance, b. Excess Insurance under SECTION IV -COMMERCIAL GENERAL LIABILITY CONDITIONS. B. The following is added to Exclusion g. Aircraft, Auto Or Watercraft under COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY, 2. Exclusions: This exclusion does not apply to: (6) Any aircraft, not owned or operated by any insured, which is hired, chartered or loaned with a paid crew. However, if the insured has any other valid and collectible insurance for "bodily injury" or "property damage" that would be covered under this provision, or on any other basis, this coverage is then excess, and subject to Condition 4. Other Insurance, b. Excess Insurance under SECTION IV -COMMERCIAL GENERAL LIABILITY CONDITIONS. Damage To Premises Rented to You A. The last paragraph of Paragraph 2. Exclusions under COVERAGE A BODILY INJURY AND PROPERTY DAMAGE is deleted in its entirety and replaced with the following: Exclusions c. through n. do not apply to damage by fire, lightning or explosion to premises rented to you or temporarily occupied by you with the permission of the owner. A separate limit of insurance applies to this coverage as described in SECTION Ill -LIMITS OF INSURANCE. Copyright, 2015 Selective Insurance Company of America. All rights reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. CG73000116 Page 3 of 8 INSURED'S COPY B. Paragraph 6. under SECTION Ill -LIMITS OF INSURANCE is deleted in its entirety and replaced with the following: 6. Subject to Paragraph 5. above, the most we will pay under COVERAGE A for damages because of "property damage" to any one premises, while rented to you, or in the case of damage caused by fire, lightning or explosion, while rented to you or temporarily occupied by you with permission of the owner, for all such damage caused by fire, lightning or explosion proximately caused by the same event, whether such damage results from fire, lightning or explosion or any combination of the three, is the amount shown in the Declarations for the Damage To Premises Rented To You Limit. C. Paragraph a. of Definition 9. "Insured contract" under SECTION V -DEFINITIONS is deleted in its entirety and replaced with the following: a. A contract for a lease of premises. However, that portion of the contract for a lease of premises that indemnifies any person or organization for damage by fire, lightning or explosion to prem- ises while rented to you or temporarily occupied by you with the permission of the owner is not an "insured contract"; Electronic Data Liability A. Exclusion p. Access or Disclosure Of Confidential Or Personal Information And Date-related Liability under COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY, 2. Exclus- ions is deleted in its entirety and replaced by the following: p. Access or Disclosure Of Confidential Or Personal Information And Date-related Liability Damages arising out of: (1) Any access to or disclosure of any person's or organization's confidential or personal information, including patents, trade secrets, processing methods, customer lists, finan- cial information, credit card information or any other type of nonpublic information; or (2) The loss of, loss of use of, damage to, corruption of, inability to access, or inability to manipulate "electronic data" that does not result from physical injury to tangible property. This exclusion applies even if damages are claimed for notification costs, credit monitoring expenses, forensic expenses, public relations expenses or any other loss, cost or expense incurred by you or others arising out of that which is described in Paragraph (1) or (2) above. B. The following paragraph is added to SECTION Ill - LIMITS OF INSURANCE: Subject to 5. above, the most we will pay under COVERAGE A for "property damage" because of all loss of "electronic data" arising out of any one "occurrence" is a sub-limit of $100,000. SECTION I -COVERAGE C MEDICAL PAYMENTS EXCLUSIONS Any Insured Amendment Exclusion a. Any Insured under COVERAGE C MEDICAL PAYMENTS, 2. Exclusions is deleted in its entirety and replaced with the following: a. Any Insured To any insured. This exclusion does not apply to: (1) "Not-for-profit members"; (2) "Golfing facility" members who are not paid a fee, salary, or other compensation; or (3) "Volunteer workers". This exclusion exception does not apply if COVERAGE C MEDICAL PAYMENTS is excluded by another endorsement to this Coverage Part. Product Amendment Exclusion f. Products-Completed Operations Hazard under COVERAGE C MEDICAL PAYMENTS, 2. Exclusions is deleted in its entirety and replaced with the following: f. Products-Completed Operations Hazard Included within the "products-completed operations hazard". This exclusion does not apply to "your products" sold for use or consumption on your premises, while such products are still on your premises. This exclusion exception, does not apply if COVERAGE C MEDICAL PAYMENTS is excluded by another endorsement to this Coverage Part. SECTION I -SUPPLEMENTARY PAYMENTS - COVERAGES A AND B Expenses For Bail Bonds And Loss Of Earnings A. Subparagraph 1.b. under SUPPLEMENTARY PAYMENTS -COVERAGES A AND Bis deleted in its entirety and replaced with the following: b. Up to $5,000 for cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which Bodily Injury Liability Coverage applies. We do not have to furnish these bonds. Copyright, 2015 Selective Insurance Company of America. All rights reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. CG 73 00 0116 Page 4 of 8 INSURED'S COPY B. Subparagraph 1.d. under SUPPLEMENTARY PAYMENTS -COVERAGES A AND Bis deleted in its entirety and replaced with the following: d. All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or "suit", including actual loss of earnings up to $1,000 a day because of time off from work. SECTION II -WHO IS AN INSURED -Amendments Not-for-Profit Organization Members The following paragraph is added to SECTION II -WHO IS AN INSURED: If you are an organization other than a partnership, joint venture, or a limited liability company, and you are a not- for-profit organization, the following are included as additional insureds: 1. Your officials; 2. Your trustees; 3. Your members; 4. Your board members; 5. Your commission members; 6. Your agency members; 7. Your insurance managers; 8. Your elective or appointed officers; and 9. Your "not-for-profit members". However only with respect to their liability for your activities or activities they perform on your behalf. Employees As Insureds Modified A. Subparagraph 2.a.(1 )(a) under SECTION II -WHO IS AN INSURED does not apply to "bodily injury" to a "temporary worker" caused by a co-"employee" who is not a "temporary worker". B. Subparagraph 2.a.(2) under SECTION II -WHO IS AN INSURED does not apply to "property damage" to the property of a "temporary worker" or "volunteer worker" caused by a co-"employee" who is not a "temporary worker" or "volunteer worker". C. Subparagraph 2.a.(1)(d) under SECTION II -WHO IS AN INSURED does not apply to "bodily injury" caused by cardio-pulmonary resuscitation or first aid services administered by a co-"employee". With respect to this provision only, Subparagraph (1) of Exclusion 2. e. Employer's Liability under SECTION I - COVERAGES, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY does not apply. Newly Formed Or Acquired Organizations A. Subparagraph 3.a. under SECTION II -WHO IS AN INSURED is deleted in its entirety and replaced with the following: a. Coverage under this provision is afforded only until the 180th day after you acquire or form the organization or the end of the policy period, whichever is earlier. However, COVERAGE A does not apply to "bodily injury'' or "property damage" that occurred before you acquired or formed the organization. B. The following paragraph is added to SECTION II -WHO IS AN INSURED, Paragraph 3: If you are engaged in the business of con- struction of dwellings three stories or less in height, or other buildings three stories or less in height and less than 25,000 square feet in area, you will also be an insured with respect to "your work" only, for the period of time described above, for your liability arising out of the conduct of any partnership or joint venture of which you are or were a member, even if that partnership or joint venture is not shown as a Named Insured. However, this provision only applies if you maintain or maintained an interest of at least fifty percent in that partnership or joint venture for the period of that partnership or joint venture. This provision does not apply to any partnership or joint venture that has been dissolved or otherwise ceased to function for more than thirty-six months. With respect to the insurance provided by this provision, Newly Formed or Acquired Organizations, the following is added to SECTION IV -COMMERCIAL GENERAL LIABILITY, Paragraph 4. Other Insurance, Subparagraph b. Excess Insurance: The insurance provided by this provision, Newly Formed or Acquired Organizations, is excess over any other insurance available to the insured, whether primary, excess, contingent or on any other basis. (All other provisions of this section remain unchanged). Copyright, 2015 Selective Insurance Company of America. All rights reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. CG 73 00 0116 Page 5 of 8 INSURED'S COPY Blanket Additional Insureds -As Required By Contract A. Subject to the Primary and Non-Contributory provision set forth in this endorsement, SECTION II - WHO IS AN INSURED is amended to include as an additional insured any person or organization whom you have agreed in a written contract, written agreement or written permit that such person or organization be added as an additional insured on your policy. Such person or organization is an additional insured only with respect to liability for "bodily injury" or "property damage" or "personal and advertising injury" caused, in whole or in part, by: 1. Your ongoing operations, "your product", or premises owned or used by you; With respect to the insurance afforded to these additional insureds, the following additional exclusion applies: This insurance does not apply to: "Bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of, or the failure to render, any profes- sional architectural, engineering or surveying services by or for you, including: a. The preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifi- cations; and b. Supervisory, inspection, architectural or engineering activities. This exclusion applies even if the claims against any insured allege negligence or other wrong- doing in the supervision, hiring, employment, training or monitoring of others by that insured, if the "occurrence" which caused the "bodily injury" or "property damage", or the offense which caused the "personal and advertising injury", involved the rendering of, or failure to render, any professional architectural, engineering or surveying services. 2. Your maintenance, operation or use of equip- ment, other than aircraft, "auto" or watercraft, rented or leased to you by such person or organization. A person or organization's status as an additional insured under this endorsement ends when their contract, or agreement with you for such rented or leased equipment ends. With respect to the insurance afforded to these additional insureds, this insurance does not apply to any "occurrence" which takes place after the rental agreement or equipment lease expires. The provisions of this coverage extension do not apply unless the written contract or written agreement has been executed (executed means signed by the named insured) or written permit issued prior to the "bodily injury" or "property damage" or "personal and advertising injury". Broad Form Vendors Coverage Subject to the Primary and Non-Contributory provision set forth in this endorsement, SECTION II -WHO IS AN INSURED is amended to include as an additional insured any person or organization (referred to below as vendor) whom you have agreed in a written contract or written agreement to add as an additional insured on your policy. Such person or organization is an additional insured only with respect to "bodily injury" or "property damage" arising out of "your products" which are distributed or sold in the regular course of the vendor's business, however the insurance afforded the vendor does not apply to: a. "Bodily injury" or "property damage" for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement; however this exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; b. Any express warranty unauthorized by you; c. Any physical or chemical change in the product made intentionally by the vendor; d. Repackaging, unless unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; e. Any failure to make such inspections, adjust- ments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business in connection with the sale of the product; or f. Products which, after distribution or sale by you, have been labeled or re-labeled or used as a container, part of ingredient of any other thing or substance by or for the vendor; however this insurance does not apply to any insured person or organization, from who you have acquired such products, or any ingredient, part or con- tainer, entering into, accompanying or containing such products. The provisions of this coverage extension do not apply unless the written contract or written agreement has been executed (executed means signed by the named insured) prior to the "bodily injury" or "property damage". Copyright, 2015 Selective Insurance Company of America. All rights reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. CG 73 00 0116 Page 6 of 8 INSURED'S COPY Incidental Malpractice Subparagraph 2.a.(1)(d) under SECTION II -WHO IS AN INSURED is deleted in its entirety and replaced with the following: (d) Arising out of his or her providing or failing to provide professional health care services. This does not apply to nurses, emergency medical technicians or paramedics if you are not in the business or occupation of providing any such professional services. This provision does not apply if you are a Social Service or Senior Living risk. SECTION IV -COMMERCIAL GENERAL LIABILITY CONDITIONS -Amendments Knowledge Of Occurrence, Claim, Suit Or Loss The following is added to Paragraph 2. Duties in the Event of Occurrence, Offense, Claim or Suit under SECTION IV -COMMERCIAL GENERAL LIABILITY CONDITIONS: The requirements under this paragraph do not apply until after the "occurrence" or offense is known to: 1. You, if you are an individual; 2. A partner, if you are a partnership; 3. An "executive officer" or insurance manager, if you are a corporation; 4. Your members, managers or insurance manager, if you are a limited liability company; or 5. Your elected or appointed officials, officers, mem- bers, trustees, board members, commission mem- bers, agency members, or your administrator or your insurance manager if you are an organization other than a partnership, joint venture, or limited liability company. Primary and Non-Contributory Provision The following is added to Paragraph 4. Other Insur- ance, b. Excess Insurance under SECTION IV - COMMERCIAL GENERAL LIABILITY CONDITIONS: This insurance shall be excess with respect to any person or organization included as an additional insured under this policy, any other insurance that person or organization has shall be primary with respect to this insurance, unless: (1) The additional insured is a Named Insured under such other insurance; (2) You have agreed in a written contract, written agreement or written permit to include that additional insured on your General Liability policy on a primary and/or non-contributory basis; and (3) The written contract or written agreement has been executed (executed means signed by the named insured) or written permit issued prior to the "bodily injury" or "property damage" or "personal and adver- tising injury". Unintentional Failure To Disclose Hazards The following is added to Paragraph 6. Representations under SECTION IV -COMMERCIAL GENERAL LIABILITY CONDITIONS: However, if you should unintentionally fail to disclose any existing hazards in your representations to us at the inception date of the policy, or during the policy period in connection with any additional hazards, we shall not deny coverage under this Coverage Part based upon such failure to disclose hazards. Waiver Of Transfer Of Rights Of Recovery The following is added to Paragraph 8. Transfer of Rights Of Recovery Against Others To Us under SECTION IV -COMMERCIAL GENERAL LIABILITY CONDITIONS: We will waive any right of recovery we may have against a person or organization because of payments we make for "bodily injury" or "property damage" arising out of your ongoing operations or "your work" done under a written contract or written agreement and included in the "products-completed operations hazard", if: 1. You have agreed to waive any right of recovery against that person or organization in a written con- tract or written agreement; 2. Such person or organization is an additional insured on your policy; or 3. You have assumed the liability of that person or organization in that same contract, and it is an "insured contract". The section above only applies to that person or organization identified above, and only if the "bodily injury" or "property damage" occurs subsequent to the execution of the written contract or written agreement. Liberalization The following condition is added to SECTION IV - COMMERCIAL GENERAL LIABILITY CONDITIONS: If we revise this Coverage Part to provide more coverage without additional premium charge, subject to our filed company rules, your policy will automatically provide the additional coverage as of the day the revision is effective in your state. Non-Accumulation Of Limits (This provision is not Applicable in the state of New York or Wisconsin). The following condition is added to SECTION IV - COMMERCIAL GENERAL LIABILITY CONDITIONS: If you have other insurance provided by us or one of our affiliates that will respond to a claim or "suit" also covered under this coverage, the maximum limit of insurance under all collectible insurance shall not exceed the highest applicable limit under any one of the other coverage part(s), form(s) or policy(ies). Copyright, 2015 Selective Insurance Company of America. All rights reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. CG 73 00 0116 Page 7 of 8 INSURED'S COPY SECTION V -DEFINITIONS Discrimination (This provision does not apply in New York). A. The following is added to Definition 14. "Personal and advertising injury": "Personal and advertising injury" also means "discrimination" that results in injury to the feelings or reputation of a natural person, however only if such "discrimination" or humiliation is: 1. Not done by or at the direction of: a. The insured; or b. Anyone considered an insured under SECTION II -WHO IS AN INSURED; 2. Not done intentionally to cause harm to another person. 3. Not directly or indirectly related to the employ- ment, prospective employment or termination of employment of any person or persons by any insured. 4. Not arising out of any "advertisement" by the insured. B. The following definition is added to SECTION V - DEFINITIONS: "Discrimination" means: a. Any act or conduct that would be considered discrimination under any applicable federal, state, or local statute, ordinance or law; b. Any act or conduct that results in disparate treatment of, or has disparate impact on, a per- son, because of that person's race, religion, gender, sexual orientation, age, disability or physical impairment; or c. Any act or conduct characterized or interpreted as discrimination by a person based on that person's race, religion, gender, sexual orienta- tion, age, disability or physical impairment. It does not include acts or conduct characterized or interpreted as sexual intimidation or sexual harass- ment, or intimidation or harassment based on a person's gender. Electronic Data The following definition is added to SECTION V · DEFINITIONS: "Electronic data" means information, facts or programs stored as or on, created or used on, or transmitted to or from computer software, including systems and applica- tions software, hard or floppy disks, CD-ROMS, tapes, drives, cell, data processing devices or any other media which are used with electronically controlled equipment. For the purpose of the Electronic Data Liability coverage provided by this endorsement, Definition 17. "Property damage" is deleted in its entirety and replaced by the following: 17. "Property damage" means: a. Physical injury to tangible property, including all resulting loss of use of that property. All such loss of use shall be deemed to occur at the time of the physical injury that caused it; or b. Loss of, loss of use of, damage to, corruption of, inability to access, or inability to properly manipulate "electronic data", resulting from physical injury to tangible property. All such loss of "electronic data" shall be deemed to occur at the time of the "occurrence" that caused it. For the purpose of the Electronic Data Liability coverage provided by this endorsement, "electronic data" is not tangible property. Employee Amendment Definition 5. "Employee" under SECTION V -DEFINI- TIONS is deleted in its entirety and replaced by the following: 5. "Employee" includes a "leased worker", or a "tempo- rary worker". If you are a School, "Employee" also includes a student teacher. Golfing Facility The following definition is added to SECTION V - DEFINITIONS: "Golfing facility" means a golf course, golf club, driving range, or miniature golf course. Mental Anguish Amendment (This provision does not apply in New York). Definition 3. "Bodily injury" under SECTION V - DEFINITIONS is deleted in its entirety and replaced with the following: 3. "Bodily injury" means bodily injury, sickness or disease sustained by a person, including death resulting from any of these at any time. This includes mental anguish resulting from any bodily injury, sickness or disease sustained by a person. (In New York, mental anguish has been determined to be "bodily injury"). Not-for-profit Member The following definition is added to SECTION V - DEFINITIONS: "Not-for-profit member" means a person who is a member of a not-for-profit organization, including clubs and churches, who receives no financial or other compensation. Copyright, 2015 Selective Insurance Company of America. All rights reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. CG 73 00 0116 Page 8 of 8 INSURED'S COPY AGREEMENT FOR PRINTING OF W-2s AND 1095-Cs MHC SOFTWARE, INC. THIS AGREEMENT is made and entered into as of the d 7 tf; day of \~,_() o , 20J.1_, by and between the CITY OF CARLSBAD, a municipal corpora ion, ("C1ty"), and MHC Software, Inc., a corporation, ("Contractor"). RECITALS A. City requires the professional services of an IRS form W-2 and 1 095-C printing and mailing service that is experienced in Lawson HR/Payroll systems. B. Contractor has the necessary experience in providing professional services and has submitted a proposal to the City. C. Selection of the Contractor is expected to achieve the desired results in an expedited fashion. D. Contractor 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) years from the date first above written. The City Manager may amend the Agreement to extend it for one (1) additional two (2) year 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 will not exceed twenty thousand dollars ($20,000). 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 ten thousand dollars ($10,000) per Agreement year. 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". Incremental payments, if applicable, should be made as outlined in attached Exhibit "A". City Attorney Approved Version 4/1/15 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 indemnify and hold harmless the City and its officers, 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. 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. 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 City Attorney Approved Version 4/1/15 2 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. 10.1 Coverage and Limits. Contractor will maintain the types of coverage and minimum limits indicated below, unless the 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. 1 0.1.1 Commercial General Liability Insurance. $2,000,000 combined single-limit per occurrence for bodily injury, personal injury and property damage. If the submitted policies contain aggregate limits, general aggregate limits will apply separately to the work under this Agreement or the general aggregate will be twice the required per occurrence limit. 1 0.1.2 Automobile Liability. (if the use of an automobile is involved for Contractor's work for City). $1,000,000 combined single-limit per accident for bodily injury and property damage. 1 0.1.3 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. 1 0.1.4 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 three years following the date of completion of the work. 10.2 Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 1 0.2.1 The City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the City. 1 0.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 1 0.2.3 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. 10.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to City. 10.4 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. City Attorney Approved Version 4/1/15 3 10.5 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. 11. 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. 12. 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 three (3) years from the date of final payment under this Agreement. 13. 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. 14. 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. 15. 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. For City Name Michele Tackett Title HCMS Manager Department Finance City of Carlsbad Address 1635 Faraday Avenue Carlsbad, CA 92008 Phone No. 760-602-7548 For Contractor Name Pete Mattson Title Chairman Address PO Box 1749 Burnsville, MN 55337 Phone No. 952-882-0884 Email petem@mhc.com 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. 16. 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 in all four categories. City Attorney Approved Version 4/1/15 4 17. 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. 18. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 19. 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 (1 0) 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. 20. 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 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. Either party upon tendering thirty (30) days written notice to the other party may terminate this Agreement. In this event 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. 21. 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 City Attorney Approved Version 4/1/15 5 employee, any fee, comm1ss1on, 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. 22. 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. 23. JURISDICTION AND VENUE 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. 24. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon City and Contractor and 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. 25. 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. Ill Ill Ill Ill Ill Ill City Attorney Approved Version 4/1/15 6 26. 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. CONTRACTOR By: John Shields, President Pete Mattson, Chairman CITY OF CARLSBAD, a municipal corporation of the State of California By: Charles McBride Administrative Services Director ATTEST: ( &n~71f~/-- """BARBARA ENGLESON {) ~ City Clerk 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 Chairman, President, or Vice-President Group B Secretary, Assistant Secretary, 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: City Attorney Approved Version 4/1/15 7 EXHIBIT "A" SCOPE OF SERVICES Processing Services for Year End Tax Year Documents MHC Software (MHC) will print and seal the City's W-2s and 1 095-Cs. Sealed documents will be sent to the United States Postal Service for first class mail delivery ($00.47 each or then 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 W-2 and 1 095-C documents will be printed and sealed for a cost of: Approximately 1 ,350 = $1.50 per W-2 document Approximately 750 = $2.25 per 1 095-C 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. Minimum Processing Time Required data will be provided to MHC Software by City seven (7) 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. W-2s & 1 095-Cs for Reprints Copies of the documents will be provided to the City on a flash drive. One non-secure W-2 flash drive and one non-secure 1 095-C flash drive will be provided containing each W-2 & 1 095-C document as a separate unencrypted PDF file named according to SSN and tax year. The flash drives will be provided to City at $500.00 each. The City is responsible for managing the security of the flash drives given the existence of unencrypted PDF images. These flash drives will be mailed regular mail to the City, no overnight or rush charges will be incurred. Note: In order for MHC Software 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). City Attorney Approved Version 4/1/15 8 MHC relies on the City to provide accurate data for the W-2 and 1 095-C form 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 and 1 095-C 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 and 1 095-Cs or printing of reissued W-2s and 1 095-Cs, 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. Payment Terms: City will be invoiced upon completion of processing and payment will be due 15 days from the date of invoice. City Attorney Approved Version 4/1/15 9