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HomeMy WebLinkAboutMHC Software Inc; 2015-07-06;AGREEMENT FOR PRINTING OF W-2s SERVICES MHC SOFTWARE, INC. THIS AGREEMENT is made and entered into as of the (cT^ day of OV/y , 2015, by and between the CITY OF CARLSBAD, a municipal corporatioTCC'City"), and MHC Software, Inc. ("Contractor"). RECITALS City requires the professional services of an IRS form W-2 printing and mailing service that is experienced in Lawson HR/Payroll systems. Contractor has the necessary experience in providing these professional services, 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 "Sen/ices") that are defined in Exhibit "A", attached and incorporated by this reference in accordance with the terms and conditions set forth in this Agreement. 2. TERM This Agreement will be effective for a period of two (2) years from the date first above written. 3. COMPENSATION The total fee payable forthe Services to be performed shall not exceed eight thousand dollars ($8000.00). No other compensation for the Sen/ices will be allowed except for items covered by subsequent amendments to this Agreement. City resen/es the right to withhold a ten percent (10%) retention until City has accepted the work and/or the Sen/ices specified in Exhibit "A." 4. STATUS OF CONTRACTOR Contractor will perform the Services as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of City. Contractor will be under the control of City only as to the results to be accomplished. 5. 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 attorney's 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 sun/ive the expiration or early termination of this Agreement. City Attorney Approved Version 1/30/13 6. INSURANCE Contractor will obtain and maintain policies of commercial general liability insurance, automobile liability insurance, a combined policy of workers' compensation, employers liability insurance, and professional liability insurance from an insurance company authorized to transact the business of insurance in the State of California which has a current rating in the Best's Key Rating guide of at least A-:VII OR with a surplus line insurer on the State of California's List of Eligible Surplus Line Insurers (LESLI) with a rating in the latest Best's Key Rating Guide of at least "A:X", in an amount of not less than one million dollars ($1,000,000) each, unless othenwise authorized and approved by the Risk Manager or the City Manager. Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage.Jlie insmjance will be in force during the life of this Agreement and will not be canceled without thfr^f^feejfiays prior written notice to the City by certified mail. City will be named as an additional insured on General Liability which shall provide primary coverage to the City. Contractor will furnish certificates of insurance to the Contract Department, with endorsements to City priorto City's execution of this Agreement. 7. 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. 8. COMPLIANCE WITH LAWS Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment and will obtain and maintain a City of Carlsbad Business License for the term of this Agreement. 9. TERMINATION City or Contractor may terminate this Agreement at any time after a discussion, and written notice to the other party. City will pay Contractor's costs for sen/ices delivered up to the time of termination, if the sen/ices have been delivered in accordance with the Agreement. 10. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees it may be subject to civil penalties for the filing of false claims as set forth in the California False Claims Act, Government Code sections 12650, et seq.. and Carlsbad Municipal Code Sections 3.32.025, et sea. Contractor further acknowledges that debarment by another jurisdiction is grounds for the City of Carlsbad to terminate this Agreement. 11. JURISDICTIONS AND VENUE Contractor agrees and stipulates that the proper venue and jurisdiction for resolution of any disputes between the parties arising out of this Agreement is the State Superior Court, San Diego County, California. 12. ASSIGNMENT Contractor may assign neither this Agreement nor any part of it, nor any monies due or to become due under it, without the prior written consent of City. 13. AMENDMENTS This Agreement may be amended by mutual consent of City and Contractor. Any amendment will be in writing, signed by both parties, with a statement of estimated changes in charges or time schedule. City Attorney Approved Version 1/30/13 14. 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 (sign^ere) >^l(S/r /p>u2^ . (print name/title) (sign here) (print name/title) / ^r/^ CITY OF CARLSBAD, a municipal corporation ofthe State of California By: City Managor or Mayor or Director Chuck McBride ATTEST: BARBARA ENGLEBON Clerk rtr 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 followina 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: CELIA A. W^KmiEW, City Attorney City Attorney Approved Version 1/30/13 EXHIBIT "A" SCOPE OF SERVICES W2 Printing and Distribution Services and Charges: The Lawson PR 297 file may be transmitted over MHC's Tl Line to a secure FTP site, or delivered on disk or CD ROM, or emailed in a compressed and Password protected format. MHC and City of Carlsbad will determine the best method of transfer and perform a test prior to data transmission. MHC Software will format, print, seal and mail the W-2 documents via United States Postal Service for first class delivery. Postage will be charged at the USPS first class rate at time of printing. Quantity- 1,000 W-2 documents for $1.50 per document. (Includes the pressure seal forms). A copy of the W-2 documents will be provided back to the customer on CD. The CD will contain each W-2 document as a separate PDF file. The file will be named with SSN and Tax year. The CD will be provided for $500.00, with no overnight postage rates. Timeline: Processing commitment is due by November 15 priorto end of year. File Interface and W-2 Printing will be done 5-7 days from receipt ofthe W-2 file. MHC's Requirements: City will notify MHC of expected receipt of W-2 files. If the schedule changes, Customer will provide written notice to MHC. City will provide a shipping address and contact person for delivery of any tax forms or PDF images. City will run the Lawson PR297 job with the output option of CSV to create the W-2 file. City will prepay MHC for 50% ofthe approximate postage costs. MHC will invoice City for prepayment. Payment terms for services rendered are. Net 30 from date the invoice is received by City of Carlsbad. City will provide MHC with the following confirmations in writing: 1. W-2 total and document total 2. Listing of document count 3. Selection of pressure seal format -4 up box 4. Verification of distribution option a. US Mail i. City will prepay postage after providing MHC with an estimated W-2 total City Attorney Approved Version 1/30/13 ii. MHC will provide City with a postage invoice b. Delivery Service - Federal Express or UPS i. City will confirm specified sort order ii. City will provide delivery address and contact 5. City will select option for transmitting the W-2 File to MHC and test will be performed if FTP. 6. City will provide MHC of a target PR297 file date for each location and keep MHC informed of any changes to the schedule. 7. City will specify the preference for reprint options a. CD with PDF images Master By Location Document layout 11" (horizontal or 4 up box) iv. Delivery address for Federal Express or UPS and contact information, no overnight postage rates. b. Limited Use Copy i. Contact for appropriate person to work through installation prior to year end. City Attorney Approved Version 1/30/13