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HomeMy WebLinkAboutContracts & Agreements_230-2018UNIVERSAL SERVICE AGREEMENT This UNIVERSAL SERVICE AGREEMENT (the "Agreement") is entered into and shall be binding upon the parties as of the last date executed below, and effective December 1, 2018 (the "Effective Date") by and between Worxtime, LLC ("Worxtime"), a Georgia Limited Liability Company (and a wholly owned subsidiary of TALX Corporation), and City of Redlands ("Client"), a/an Municipality of California. The parties agree as follows: 1.0 CONTRACT SERVICES By entering into this Agreement, Client hereby authorizes Worxtime to provide the employment or payroll related services (the "Services") as described in each applicable schedule, or schedule set, and any exhibits attached thereto (the "Schedule(s)"). The parties may enter into one or more Schedule(s), each Schedule corresponding to a service or group of services provided by Worxtime, and such schedules, whether attached hereto or entered into after the execution or on the Effective Date of this Agreement, shall be a part of this Agreement. The terms of this Agreement shall apply to each Service, except as the parties may otherwise provide in the Schedule(s). 2.0 TERM The term for each Service is set forth in the applicable Schedule. A Schedule may expire or be terminated without affecting the other Schedules. This Agreement shall remain in effect for the initial term specified in Schedule A (ACA Reporting Service Schedules), which shall begin on the Effective Date hereof, and shall remain in effect for three (3) years. 3.0 WORXTIME OBLIGATIONS Worxtime agrees that the Service (i) will be provided in compliance with all applicable federal and state laws and regulations applicable to Worxtime's performance thereof, and (ii) will not infringe trademarks, patents or other intellectual property rights of others. Worxtime MAKES NO WARRANTIES AS TO THE SERVICE OR THE DATA, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, AND/OR FITNESS FOR A PARTICULAR PURPOSE EVEN IF Worxtime KNOWS OF SUCH PURPOSE. 4.0 CONFIDENTIALITY The parties agree that the following will be treated as and is defined as "Confidential Information": (i) all employment and income data ("Data") provided by or on behalf of Client to Worxtime; (ii) all information provided by Worxtime to Client pertaining to the Services; (iii) all information which is labeled as such in writing and prominently marked as "Confidential," "Proprietary' or words of similar meaning by either party; or (iv) business information of a party which a reasonable person would understand under the circumstances to be confidential. Any Confidential Information acquired or received by either party (the "Recipient") in the course of this Agreement will not be disclosed or transferred to any person or entity other than to employees of a party and, as to Worxtime, for the purpose of performing its obligations under this Agreement. Confidential Information received under this Agreement will be treated with the same degree of care and security as each party uses with respect to its own Confidential Information, but not less than a reasonable degree of care. The parties agree to use Confidential Information only for the purpose of performance of this Agreement and to make no copies except as necessary for performance of this Agreement. "Confidential Information" does not include information which (i) is or becomes generally available to the public other than as a result of disclosure by the Recipient, (ii) was known by the Recipient at the time of disclosure of the information without any obligation of confidence, and that knowledge is evidenced by reasonable proof, (iii) was or becomes available from a source other than the owner if the source was not legally bound to maintain the confidentiality of the information, or (iv) the Recipient independently develops without use of or reference to the Confidential Information. Each party acknowledges that unauthorized disclosure or use of the Confidential Information by a party may irreparably damage the other party in such a way that adequate compensation could not be obtained from damages in an action at law. Accordingly, the actual or threatened unauthorized disclosure or use of any Confidential Information shall give the owner the right to seek injunctive relief restraining such unauthorized disclosure or use, in addition to any other remedy otherwise available (including reasonable attorneys' fees). Each party hereby waives the posting of a bond with respect to any action for injunctive relief. March 30, 2018 Template UNIVERSAL SERVICE AGREEMENT - Worxtime Page 1 of 5 CUS-71646 Execution copy 12 5 18 Upon Client's written request at any time during the Term of this Agreement (including termination or completion of the Services hereunder), Worxtime will purge, destroy, or otherwise render inaccessible, Data housed in the Worxtime production database(s), provided that Worxtime may retain archival copies of Data for audit and dispute resolution purposes, and Worxtime may retain copies of Data on encrypted back-up media in which such Data is co -resident with other employment and income data. Worxtime shall remain under its contractual obligation of confidentiality and security to Client during such retention and such obligations shall survive termination of this Agreement. This Section shall survive the termination of this Agreement. 5.0 DATA SECURITY AND PRIVACY Worxtime shall maintain an information security program that includes appropriate administrative, technical and physical safeguards reasonably designed to: 1) ensure the security and confidentiality of Data; 2) protect against any anticipated threats or hazards to the security or integrity of such Data; 3) protect against unauthorized access to or use of such Data that could result in substantial harm or inconvenience to Client; and 4) dispose of such Data in a secure manner. To comply with the safeguard obligations generally described above, Worxtime has (a) designated an employee to coordinate its information security program, (b) identified reasonably foreseeable internal and external risks to the security, confidentiality, and integrity of Data that could result in the unauthorized disclosure, misuse, alteration, destruction, or other compromise of such Data, and assessed the sufficiency of any safeguards in place to control these risks, and (c) designed and implemented information safeguards (including encryption of Data at rest and during transmission), to control the risks identified through the risk assessment, and regularly tests or otherwise monitors the effectiveness of safeguards' key controls, systems and procedures. Worxtime shall notify Client in writing as soon as possible and without unreasonable delay, after Worxtime has either actual or constructive knowledge of a breach which affects Data (an "Incident"). Notification may be delayed as required by law enforcement to prevent any impediment(s) to its investigation of the Incident. Worxtime shall have actual or constructive knowledge of an Incident if Worxtime actually knows there has been an Incident or if Worxtime has reasonable basis in facts or circumstances, whether acts or omissions, for its belief that an Incident has occurred. Worxtime shall cooperate with law enforcement in accordance with applicable law provided however, that such cooperation shall not result in or cause an undue delay to remediation of the Incident. Worxtime shall promptly take appropriate action to mitigate such risk or potential problem at Worxtime's expense. In the event of an Incident, Worxtime shall, at its sole cost and expense, fully restore the Data and institute appropriate measures to prevent any recurrence of the problem as soon as is commercially practicable. 6.0 DATA QUALITY AND DATA TRANSMISSION Client acknowledges that the ability of Worxtime to provide accurate information is dependent upon receipt of accurate Data from Client. Client shall provide current and accurate Data necessary for Worxtime to provide the Services. Client agrees to provide such Data to Worxtime in the Worxtime format within a mutually agreeable timeframe and to promptly correct and update Data. Client further agrees to test and validate the accuracy of the Data on a mutually agreeable frequency using paper -based or electronic Data validation reports provided by Worxtime. Both parties agree to work together to identify and resolve all identified historical and ongoing Data errors within two (2) of Client's pay periods. Client agrees that any action required of Worxtime to correct the Data for Client may result in additional fees, as provided in each applicable Schedule attached hereto. Furthermore, Client agrees to transfer Data to Worxtime using one of the approved secure shipping methods provided in Attachment 1. 7.0 PROPRIETARY RIGHTS Neither party's ownership rights, including but not limited to, any intellectual property rights in or used by Worxtime to perform the Services nor any intellectual property rights in or to Client's Data, shall be transferred pursuant to this Agreement. This Section shall survive termination of this Agreement. 8.0 INDEMNIFICATIOWLIMITATION OF LIABILITY 8.1 Each party agrees to indemnify, defend and hold harmless the other party and its affiliates, and their directors, officers and employees (each, an "Indemnified Party"), from and against any and all third party claims, demands, liabilities, suits, damages, expenses and costs March 30, 2018 Template UNIVERSAL SERVICE AGREEMENT - Worxtime Page 2 of 5 CUS-71646 Execution copy 12 5 18 (including reasonable attorneys', experts' and investigators' fees and expenses) incurred by the Indemnified Party arising from or related in whole or in part to the indemnifying party's, or its affiliates', or its directors', officers' or employees' (i) breach of Section 4.0 or Section 6.0 of this Agreement, (ii) infringement on the intellectual property rights of third parties and/or (iii) gross negligence or intentional wrongful act or omission, provided that (a) the party seeking indemnity promptly notifies the indemnifying party of any claim for indemnity and cooperates fully in the defense of the claim, and (b) the party providing indemnity shall select counsel to defend any such claim. 8.2 IN NO EVENT SHALL DAMAGES BY EITHER PARTY HEREUNDER EXCEED THE GREATER OF (A) THE TOTAL FEES PAID BY CLIENT DURING THE TWELVE MONTHS PRIOR TO THE ACT OR OCCURRENCE WHICH GIVES RISE TO THE CLAIM, OR (B) THE SUM OF TWENTY- FIVE THOUSAND DOLLARS ($25,000). 8.3 ANY OTHER TERM OR PROVISION OF THIS AGREEMENT TO THE CONTRARY NOTWITHSTANDING, IN NO EVENT SHALL EITHER PARTY, OR ITS AFFILIATES, THEIR DIRECTORS, OFFICERS OR EMPLOYEES, BE LIABLE FOR LOSS OF PROFITS OR FOR INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THE PERFORMANCE OF THIS AGREEMENT, EVEN IF THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 9.0 MISCELLANEOUS 9.1 Entire Agreement. This Agreement, which includes all schedules attached hereto and/or entered into after the execution hereof, comprises the entire Agreement between the parties, which supersedes all prior proposals, purchase orders, understandings and agreements with respect to the subject matter hereof. 9.2 Force Majeure. Neither party shall be responsible for any failure or delay in the performance of any obligations (excepting obligations to pay money) to the extent that failure is caused by acts of God, acts of terror, flood, fire, labor disputes, acts or omissions of the other party, non -delivery or delays in delivery by any other supplier of goods or services deliverable under this Agreement, or other causes beyond such party's reasonable control. 9.3 Severability. If any provision of this Agreement is held to be invalid or unenforceable under applicable law in any jurisdiction, the validity or enforceability of the remaining provisions thereof shall be unaffected as to such jurisdiction and such holding shall not affect the validity or enforceability of such provision in any other jurisdiction. To the extent that any provision of this Agreement is held to be invalid or unenforceable because it is overbroad, that provision shall not be void but rather shall be limited only to the extent required by applicable law and enforced as so limited. 9.4 AssignmentlModification. Client shall not transfer, assign or otherwise dispose of (through operation of law or otherwise) any of its rights or obligations under this Agreement to any other person or entity, without the express written consent of Worxtime. Worxtime may assign this Agreement (and any corresponding schedules or attachments) to its affiliates, successors, or assigns, whether by way of business reorganization/reassignment, merger, sale of equity or assets, or otherwise, without the consent of Client. This Agreement will be binding upon, inure to the benefit of and be enforceable by the parties hereto and their respective affiliates, successors, and assigns in accordance with this subsection 9.4. 9.5 Notices. Every notice required under this Agreement shall be in writing and effective three (3) days after being mailed first class postage prepaid, or upon delivery by an overnight or other courier or delivery service, in either case addressed as follows: March 30, 2018 Template UNIVERSAL SERVICE AGREEMENT - Worxtime Page 3 of 5 CUS-71646 Execution copy 12 5 18 To Client: To Worxtime: City of Redlands Worxtime, LLC (a wholly owned subsidiary of TALX Corporation) P O Box 3005 11432 Lackland Road Redlands, CA 92373 St. Louis, MO 63146 Attn: Danielle Garcia Attn: President Either Party may change its notice address with written notice to the other party. 9.6 Entirety. This Agreement, together with all appendices, exhibits, schedules, attachments and addenda attached hereto, constitutes the entire agreement between the parties with respect to its subject matter, and, with respect to that subject matter, supersedes all previous agreements, promises, representations, understandings and negotiations, whether written or oral, between the parties. This Agreement shall control over any other agreement or any contrary terms contained in any other agreement (including, but not limited to, master agreement(s), service agreement(s), subscription agreement(s), business associate agreement(s), or similar agreement(s)). 9.7 Counterparts/Execution by Facsimile. For the convenience of the parties, copies of this Agreement, including Schedules hereto, may be executed in two or more counterparts and signature pages exchanged by facsimile or scanned copies via e-mail. The parties intend that counterpart copies signed and exchanged as provided in the preceding sentence shall be fully binding as an original handwritten executed copy hereof and all of such copies together shall constitute one instrument. IN WITNESS WHEREOF, the parties hereto have executed this Agreement. Client: City of edlands Y B : (' Name: �ani e McConnell Title: Interim City Manager Date: I;p ) �3 -i '� Attest: J ne Donaldson, City Clerk City of Redlands Worxtime, LLC in Name: Heather McFarland Title: VP of Operations & Finance Date: March 30, 2018 Template UNIVERSAL SERVICE AGREEMENT - Worxtime Page 4 of 5 CUS-71646 Execution copy 12 5 18 Attachment 1 Security Requirements when Client Sends Employment and Income Data to Worxtime The following table outlines the acceptable options for the secure transfer of employment and income Data, to Worxtime. Client agrees to use one of the approved secure delivery or transmission methods provided below. The Worxtime preferred method of receiving Data is Secure File Transfer Protocol (SFTP) with PGP encryption. Transfer Option Description For Added Protection Secures credentials and information in PGP desktop software and use of the Worxtime la SFTP the file during transmission using the PGP encryption key adds extra protection to the SSH protocol. Data file itself. Secures credentials and information in PGP desktop software and use of the Worxtime lb FTPS the file during transmission using PGP encryption key adds extra protection to the SSLITLS protocols. Data file itself. 2 Encrypted Email Secures information in email PGP desktop software and use of the Worxtime Attachment attachment only. PGP encryption key encrypts the Data file. 3 CD/DVD Allows for sending data files using encryption software with additional PGP desktop software and use of the Worxtime password protection. PGP encryption key encrypts the Data file. 4 Secure Email Secures information in the body of the Client to confirm presence of TLS with their (Voltage, TLS) email and attachments. internal email service team. 1. USPS Certified Mail Unencrypted Secured transport service approved by 2 USPS Overnight delivery 5 Media Worxtime for unencrypted media and documents. 3. FeclEx Overnight or 2-day delivery 4. UPS Overnight or 2-day delivery March 1, 2018 Template UNIVERSAL SERVICE AGREEMENT Page 5 of 5 CUS-71646 Execution copy 12 5 18 ATTACHMENT 1 SCHEDULE A—ACA REPORTING SERVICE SERVICE PROVIDER, TERMS AND TEES FOR SERVICES Client Name: City of Redlands Effective Date: December 12, 20I8 The ACA Reporting Service ("ACA Service") and its corresponding Implementation and Support, the optional ACA Tax Form 1095-C Print Service ("ACA Tax Form Service"), the Employment Verification Service, and the optional ACA Subsidy Management Service, all described more fully below or in Schedule B hereto (collectively, the "Services") are provided by Worxtime, LLC, a Georgia Limited Liability Company (a wholly owned subsidiary of TALX Corporation - "TALX"), ("Worxtime"). Client authorizes Worxtime as its authorized agent to provide the Services. Worxtime shall provide the applicable Services in accordance with the Universal Service Agreement (the "Agreement") with an Effective Date of December 1, 2019, this Schedule A, and Schedule B (which are part of the Agreement) utilizing any and all of the employment data and information, and if Client elects the ACA Tax Form Service, tax form information supplied by and on behalf of Client. All capitalized terms used herein and not otherwise defined shall have the meaning set forth in the Agreement. 1. Scope of undertaking: Worxtime shall provide (i) the ACA Service and applicable Implementation and Support in relation to certain of Client's group health plans, which may or may not be "employee welfare benefit plans", within the meaning of Section 3(l) of the Employee Retirement Income Security Act of 1974 (ERISA) ("Plans"), as more specifically set forth in Schedule B; (ii) the Employment Verification Service, detailed below in Sections 6 and 7 of this Schedule A; and (iii) at Client's option (as indicated by Client's initials in Exhibit 1 hereto), (a) the ACA Tax Form Service and (b) the ACA Subsidy Management Service, each described more fully in Schedule B. The ACA Service is designed to assist Client in understanding its options with respect to its Plans under the employer shared responsibility provisions of Internal Revenue Code Section 4980H and related issues under the Patient Protection and Affordable Care Act of 2010, Pub. L. No. 111-148, and tlhe Health Care and Education Reconciliation Act of 2010, Pub. L. No. 1 11-I52, and the regulations and guidance issued thereunder ("PPACA"). 2. Term: The initial term of this Schedule A shall begin on the Effective Date hereof, and shall remain in effect for three (3) years. 3. Termination: Either party may terminate this Schedule A if the other party has materially breached the Agreement, provided that the party claiming breach must give the other party at least thirty (30) days prior written notice in which to cure the breach before terminating this Schedule A. Notwithstanding anything to the contrary, this Schedule A may not be terminated for convenience (i.e., Client is responsible for making payments for all amounts contracted for and owed for the entire length of the term of this Schedule, and Worxtime will bill and collect any and all amounts owed under this Schedule). 4. Payment Terms and Fees: All prices and fees for the Services performed under this Schedule A and Schedule B are stated in Exhibit 1 - Fees, attached hereto and made part of this Schedule A. All fees are in U.S. dollars. • Annual fees will commence upon execution of this Schedule A. • All Set-up Fees and One Time Fees for historical data, additional carriers and FEINs will be billed upon execution of this Schedule A. ACA Subsidy Notification and ACA Subsidy Appeals Fees will bill the month following Worxtime providing the service. • If applicable, fees for the ACA Tax Form Service will be invoiced after charges are incurred. • Invoices are due net thirty (30) days. • Payments not received within forty-five (45) days of the invoice date will bear interest at a rate of 1.51% per month. • Payments not received within sixty (60) days of the invoice date will result in the suspension of the Service (at the discretion of Worxtime) until payment is received. • Except to the extent that Client has provided an exemption certificate, direct pay permit, or other such appropriate documentation, Worxtime shall add to each invoice any sales, use, excise, value-added, gross receipts, services, consumption, and other similar transaction taxes, however designated, that are properly levied by any taxing authority upon the provision of the Services, excluding, however, any state or local privilege or franchise taxes, taxes based upon Worxtime's net income, and any taxes or amounts in lieu thereof paid or payable by Worxtime as a result of the foregoing excluded items. • Additionally, any applicable fees for the Employment Verification Service will be set forth in Exhibit 1 -- Fees. 5. Data: Client acknowledges that Client is solely responsible for the quality of the Data provided by Client or by a third -party on behalf of Client. Client will validate the completeness and accuracy of all Data prior to submitting to Worxtime, and Client shall notify Worxtime in advance of any and all changes or modifications in format or type concerning the Client's computer interface andlor any of its Data. Worxtime may use depersonalized Client Data to perform analytics, modeling and/or demographic studies. Depersonalized Client Data shall not include any information that individually, or collectively, could be used to specifically identify either Client or Client's employees. Use of Client's Data for Employment Verification Service is set forth in Sections 6 and 7 of this Schedule A. 6. Employment Verification Service: Worxtime is authorized by Client to provide employment and income verification of Client's employees. The Employment Verification Service is designed to assist (i) Client, (ii) employees of Client, and (iii) commercial, private, non-profit and governmental entities ("Verifier(s)") who wish to verify an employee's employment and/or income. Worxtime will serve the interests of Client, employees of Client, and Verifiers (a) by providing verifications to relieve the employer of the burden of employment and income verification obligations as often as practicable; (b) by providing verifications where the employee has applied for a benefit (such as a job application, subsidies, or a loan application) or has obtained a benefit, and the Verifier is seeking to determine whether the employee is qualified to receive the benefit or is seeking to enforce obligations undertaken by the employee in connection with the benefit; (c) by providing verifications where the employee is obligated by Federal, state or local law to provide the verification information to the Verifier; and (d) by providing analytics, modeling and/or demographic studies that will not include any information that individually, or collectively, could be used to specifically identify either Client or Client's employees. 7. Fair Credit Reporting Act ("FCRA") Obligations: Concerning the Employment Verification Service, Client acknowledges receipt of Schedule A, Schedule B, and the "Notice to Furnisher" document provided below in Schedule B. Client agrees that it shall comply with all of the obligations of a furnisher set forth in such Notice to Furnisher. In the event that an employee notifies Worxtime of an error in any Data, and Worxtime or Client concludes that the Data is incorrect, Client shall correct the Data as required. If, after completing an investigation and Page l March 29, 2018 Template ACAITWN Worxtime Solution CUS-71646 Execution copy 12 518 SCHEDULE A — ACA REPORTING SERVICE SERVICE PROVIDER, TERMS AND FEES FOR SERVICES acknowledging that the Data is incorrect, Client does not correct the Data, then Worxtime (by and/or through its parent company TALX) may as required under the FORA: (i) correct the Data on behalf of Client, and/or (ii) block the Data from being accessed by Verifiers. TALX is a Consumer Reporting Agency ("CRA"), as defined by the FORA. As such, TALX (and its subsidiary Worxtime) complies with the FCRA in providing the Employment Verification Service. FCRA compliance enhances the protections available to Client's employees, with respect to the privacy and accuracy of the Data. Client acknowledges that Worxtime (by and/or through its parent company TALX) has the responsibility to maintain Data accuracy as required under the FCRA, and grants the authority necessary to Worxtime and TALX under this Schedule to fulfill this responsibility. 8. Set-up and Implementation: Client acknowledges that it must undertake certain steps for the Services to be provided correctly and timely, including, without limitation, providing Data in a proper format, undergoing validation and, if applicable, testing procedures, and assisting with the Implementation and Support. Client agrees to fully cooperate with Worxtime to implement the Service and if applicable, the ACA Tax Form Service in accordance with Schedule B. Worxtime shall have no liability with regard to any errors that result from Client's failure to timely provide Data (or update Data) accurately and completely and in the format required by Worxtime. 9. Responsibilities: Client understands that Worxtime is not a law firm and Worxtime has not and cannot provide legal advice to Client or the Plan concerning any legal issues associated with the Services. Client is responsible for compliance with all applicable federal, state and local laws and regulations, including, but not limited to, compliance with PPACA, the San Francisco Health Care Security Ordinance and the Massachusetts Health Care Act. Client is responsible for working with its legal counsel to develop and implement any strategies (tax, legal or otherwise), and to make all determinations regarding whether to offer coverage under its Plans and to whom coverage should be offered, in response to Data or information developed as part of the Service, and to monitor and comply with any applicable laws, regulations and guidance (formal or informal) that affect the Services, and/or the Client's Plans. Client understands that Client's failure to follow any established parameters of the Services may materially affect the risks and liabilities associated with any development and implementation of any strategies based on the Services. Client acknowledges that Worxtime is not providing tax or legal advice and that Worxtime is not responsible for determining the legal and tax status of the Services and/or the Client's Plans. Worxtime does not have authority to control and manage the operation of Client's Plans. Worxtime does not assume any responsibility for the general policy design of the Plans, the terms of the Plans, the legal compliance of the Plans, the administration of the Plans or any actor omission or breach of duty by Client related to the Plans. In addition, Worxtime does not assume any financial risk or obligation with respect to the Plans. Nothing herein shall be deemed to constitute Worxtime as a party to the Plans or to confer upon Worxtime any discretionary authority, responsibility or control concerning or with respect to management of the Plans, administration of the Plans or operation of the Plans. Nothing in this Schedule A or Schedule B shall be deemed to impose upon Worxtime any obligation to any employee of Client or any person who is participating in the Plans. Worxtime is and shall remain an independent contractor with respect to the Services, and shall not for any purpose be deemed an employee of Client. Nor shall Worxtime and Client be deemed partners, engaged in a joint venture or governed by any legal relationship other than that of independent contractor. 10. Third Party Indemnity. Client agrees to indemnify, defend and hold harmless Worxtime (and its parent company and/or affiliates) with regard to any third party claims, demands, liabilities, suits, damages, expenses and costs as a result of any action arising out of or relating to (i) any premium charge, tax, penalty, payment or similar assessment (federal, state or local) for which Client or its group health plans are liable, including but not limited to, any assessable payment or tax under the Internal Revenue Code or any provision of PPACA, and (ii) any of Client's responsibilities as set forth in Paragraph 7 of this Schedule A. The indemnity obligations set forth above shall survive termination of this Schedule A and/or the Agreement. 11. No Third Party Beneficiaries: Nothing express or implied in this Schedule A or Schedule B is intended to confer, and nothing herein shall confer, upon any person, including any Plan participant, any rights, remedies, obligation or liabilities whatsoever. Terms & Conditions: Worxtime will assign an account manager to assist Client with Data set-up, initial importation of Data, and system training. Worxtime will also make available appropriate technical staff as reasonably required. Certain items are to be delivered in a timely manner by Client during the onboarding process. The initial testing file is due by Client twenty-one (21) days after the initial onboarding call and delivery of the templates. Schedule A and Schedule B shall be binding on the parties upon the date last executed below. Client — City of edlands I ,/ B y: N Name: McConnell Title: Interiim7 City Manager I Date: _ i p , b -1 Attest: 7 e Donaldson, City Clerk itv of Redlands Worxtime, LLC By: Name: Heather McFarland Title: VP of Operations & Finance Date: Page 2 March 29, 2018 Template ACAlTWN Worxtime Solution CUS-71646 Execution copy 12518 SCHEDULE A — ACA REPORTING SERVICE EXHIBIT 1 - FEES The ACA Reporting Service The ACA Reporting Service is being provided on an annual basis, in accordance with the Payment Terms in Schedule A. Optional Services: Fulfillment - Tax Form 1095-C Print Service: No Client's Initials required: Subsidy Management: No Client's Initials required: Billing Mode Annual/ Annual Reporting Fee $35Q0 Reporting Year 2018 File Feeds `First set of file feeds from one source/carrier $ Included Additional File feed uploads. $500 per file $0 Additional EINs #0 $250 per each additional EIN $0 "Reformatting Fees $495 $0 Optional Services Fulfillment - Tax Form 1095-C Print Service $2.25 per printed & mailed 1095C form (includes postage) No Subsidy Management The pricing specified herein will increase by 5% on each anniversary of the contract's Effective Date No " Set of files includes employee and coverage file from one source. Additional employee and coverage files from additional sources results in additional file feed costs. Reformatting fees are charged to Client when they fail to provide files in the required format. Client Purchase Orders. If the use of a Purchase Order ("PO") or similar ordering document is required by Client, the following information must be provided as part of this Schedule. Failure to include this information reflects Client's agreement that a PO shall not be required by Client. Client shall provide notice of any PO changes no less than ninety (90) days prior to the expiration of the current PO. No additional terms and conditions shall be included in the PO unless expressly agreed to in writing by the parties. If there is a conflict between language in the PO and the Agreement and/or Schedule, the Agreement and/or Schedule shall control. PO Number: PO effective dates (does not impact the Effective Date(s) or Term(s) specified in the Agreement or Schedule): from to Dollar limit, if applicable, of initial PO (does not limit or otherwise impact any minimum ordering obligations or purchase commitments specified in the Agreement): Page 3 March 29, 2018 Template ACA/TWN Worxtime Solution CUS-71646 Execution copy 125 18 SCHEDULE B — ACA REPORTING SERVICE SERVICE DESCRIPTION OVERVIEW ACA Reporting Service Service Description of ACA Reporting Service Consistent with the terms and conditions contained in Schedule A, the Data supplied by Client will be timely submitted to the IRS forms 1095-C and 1094-C per Client's direction and as required by the ACA. Prior to submitting the 1094-C and 1095-C forms, Client will be provided the opportunity to review, make corrections, and approve the 1095-C forms. Once approval is received, a PDF file of the 1095-C forms for distribution to employees will be provided, and the 1094-C will be filed with the IRS. ACA Reporting Service User Names Client agrees to be solely responsible for all user names or passwords assigned. Client is responsible for improper use of user names and passwords and releases all liability associated with misuse. ACA Reportinz Service - Implementation and Support Description The ACA Service allows employers access to the hosted Worxtime environment. Client Services is available via phone, e- mail and/or online chat during normal business hours (8:00 am to 5:00 pm, Central Time), Monday through Friday of normal business days (non -holidays). Client agrees and understands the accuracy of setup is the responsibility of Client and agrees to perform or provide certain assigned implementation tasks. Client will be assigned an account manager to assist Client with basic ACA setup, file(s) format and structure, initial importation of Data, and system training. Client is required to upload their Data directly into the system. Should Client have Data that is not acceptable for direct upload and would require SFTP transfer of the Data, then Client will be subject to additional Data fees listed in the fee schedule. Client agrees to make a staff member available as a `Point of Contact' for ACA reporting, accountability for Data, initial setup, assist in the resolution of any issues, and completion of wizard for approving 1094/5-C forms. Optional- ACA Tax Form 1095-C Print Service Description The ACA Tax Form 1095-C Print Service is designed to print and mail U.S. Tax Form 1095-C for Clients' required individuals, based on Data provided by Client. Service Delivery Tasks Clients must approve 1095-C forms by established deadlines, for on -time delivery of forms to employee's mailing address. Forms will be mailed to the address provided as part of the Data importation. Optional - ACA Subsidy Management Service Description The ACA Subsidy Management Service is an optional service that is designed to assist Client with the communication and management of subsidy notices from state and federal health insurance exchanges. Modification to the Service Description Overview Worxtime reserves the right to modify the Services from time to time, provided that any such modification applies in a similar manner to all other clients receiving such Services, and the changes made will only enhance and not reduce the quality of the Services. If the modification shall be a substantial change from this Service Description Overview, Worxtime shall provide notice of the change to Client. A substantial change shall be a change which is inconsistent with this Service Description Overview. A change that does not alter functionality of the Services, such as a change for upgraded security of Page 4 March 29, 2018 Template ACAITWN Worxtime Solution CUS-71646 Execution copy 125 18 SCHEDULE B — ACA REPORTING SERVICE SERVICE DESCRIPTION OVERVIEW Data, is not a substantial change. Client may terminate this Schedule A and B by notice given to Worxtime within thirty (30) days after notice of an amendment to the Service Description Overview, and termination shall be effective ninety (90) days after notice is provided unless the parties agree otherwise in writing. Absence of such termination shall constitute Client's agreement to the modified Service Description Overview. March 29, 2018 Template ACA/TWN WorArne Solution CUS-71646 Execution copy 125 18 SCHEDULE B — ACA REPORTING SERVICE SERVICE DESCRIPTION OVERVIEW Notice to Furnishers of Information: Notice to Furnishers of Information - 02-28 Page 6 March 29, 2018 Template ACAITWN Wormime Solution CUS-71646 Execution copy 12518