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HomeMy WebLinkAboutR-2019-056 Approving Agreement with Paycor RESOLUTION NO. R-2019-056 A RESOLUTION APPROVING AN AGREEMENT WITH PAYCOR, INC. BE IT RESOLVED BY THE BOARD OF ALDERMEN OF THE CITY OF RIVERSIDE, MISSOURI AS FOLLOWS: THAT the Board of Aldermen approves the attached Client Services Agreement (and its Addendum) and Supplement Agreements for Workers Compensation Calc and File Service, and ACA IRS Filing Service, with Paycor Inc., all attached hereto in their substantial form, and authorizes the Mayor sign the same on behalf of the City; and FURTHER THAT the Mayor, the City Administrator, Finance Director and other appropriate City officials are hereby authorized to take any and all actions as may be deemed necessary or convenient to carry out and comply with the intent of this Resolution. PASSED AND ADOPTED by the Board of Aldermen of the City of Riverside, Missouri, the 18th day of June 2019. Mayor Kathleen L. Ros ATTEST! , L. Robin"K.��ai ;'Oity'�Clerk - "Cr Client: Order for Services City of Riverside,Missouri Prepared by Kathy Bellew 2950 NW Vivion Road 8050 Marshall Drive#100 Riverside,MO 64150 Lenexa,KS 66214 (816)741-3993 (816)709-6015 Payrolls Employees Processings per Year City of Riverside,MO 1 100 26 City of Riverside,MO 100 26 City of Riverside,MO Per Payroll Processing Fees Service Unit Qty $Cost Per $Total Payroll d Tax Base Fee Each 1 $15.00 $15.00 Payroll and Tax Service Per Cheek 100 $1.55 $155.00 Check stuffing Included Electran)c GL Per Run Included Online Check Stub Included OMfne Reporting Included Pay Options Included Reporting Options Included Workers Compensation Included Labor Distribution Each 1 $0.00 $0.00 Wage Gam Processing-Garnishments Each 1 $3.75 S3.75 WorkForce Insights Per Active Employee 100 $0.15 $15.00 Subtotal: City of Riverside,MO New Hire Filing Fees(Incurred per new employee) Service Unit Qly $Cost Per $Total New Hire F"iging EVS Per New Hire 1 $3.50 $3.50 Subtotal: r City of Riverside,MO Monthly Fees Service Unit Qty $Cost Per $Total ACA Per EE Fee Per Active Employee 100 $1.25 $125.00 Employee Navigator Per Active Employee 100 $0.50 $50.00 Perform HR Per Active Employee 100 $2.10 $210.00 Subtotal: : M 4811 Montgomery Rd.,Cincinnati,OH 45212 1855.551.2013 Page 1 of 5 Prices may be subject to change if this Order is not accepted by 06108/2019 PQ v24 r City of Riverside,MO Estimated Year End Fees(Actual value based on quantity of W2's processed Amount vanes by yearly number of employees) Service Unit Qty =Cost Per $Total ACA YE 1094 Fee Each 1 $65.00 $65.00 AGA YE 1095 Fee Each 100 $2.00 $200.00 W2 Base Fee Each 1 $70.00 $7000 W2 Processing Each 100 $6.00 $600.00 Subtotal: City of Riverside,Missouri Implementation Implementation Fees(all Implementation Fees calif be billed on the tint Invoke) Qty $Cwt Per $Total ACA Setup Fee 100 $5.00 $500 00 Employee Navigator Setup Fee 1 $350.00 $350.00 Payroll Setup Fee 100 $0.00 $0.00 Perform HR Setup Fee 100 $9.00 $900.00 Subtotal: 1 11 4811 Montgomery Rd.Cincinnati,OH 452121855 551.2013 Page 2 of 3 Prices mey be subject to change it this Order is not accepted by 06/08/2019 PQ v24 Order Summary to•City of Riverside, Missouri 2950 NW Vivron Road.Riverside.MO 64150 (816)741 3993 City of Riverside,MO(Bi-weekly processing on SIG Brand Pricing solution) Occurrences $Cost Per S Total Per Payroll Processing Fees 26 $188 75 $4.907 5C Monthly Fees 12 $385 Co S4.620 OC Estimated Year End Fees 1 $93500 $935.00 Annualized Total ■ r ., r City of Riverside,Missouri Total Total T Per Payroll Processing Fees-Annual Total 54 i$T 50 Monthly Fees-Annual Total $4,620 00 Estimated Year End Fees-Annual-otal $93500 Annualized Total $10,462.50 Implementation Fees $1,750.00 Some prices shown on this Order may be volume and/or transaction based Totals reflected on this Order are estimated based on Client-specified volumes Additional Terms Except for miscellaneous fees and certain other costs.Including but not limited to delivery fees. NSF fees wire transfer fees and EFT reissue fees,the prices set forth on this Order are guaranteed for 24 months from the date of Your first payroll rur date Notwithstanding anything to the contrary in the Paycor Terms,You understand and acknowledge that as a result of entering into this Agreement (a) Paycor will expend time and effort in the preparation and execution of onboarding you into Paycor systems,which includes,but is not limited to allocation of staff capacity, (b)any Implementation Fees paid by You to Paycor do not fully cover the cost of such preparation and onboarding,and(c) That You will owe Paycor a Termination Fee as consideration for such onboarding efforts in the event You terminate this Agreement,You fail to begin use of Paycor services.or cease use of Paycor services prior to the six-month anniversary of the effective date of the Agreement,unless such termination is due to an uncured material breach of this Agreement by Paycor Such Termination Fee will be in an amount equal to one-hall of the 'Annualized Total'provided above,less any amounts actually paid by You under tris Agreement(other than Implementation Fees) For the purposes or this section Annualized Total is defined as 510,4132.50 Early Termination Fee Acknowlegement. Initial Here .. Notwithstanding anything to the contrary in the Paycor Terms.fifty percent(50%)of the total Implementation Fees will be debited from Your DDA on or about the seventh(7th)day after Paycor's signature below. The remaining fifty percent(50%)of the total implementation Fees will be billed on the invoice for Your first payroll processed Implementation Fees as described in this CSA.Agreement or any Orders are non-refundable This order is subject to the Client Services Agreement,and any applicable Other Agreements or Supplemental Agreements(as defined in the Client Services Agreement)executed between Paycor,Inc and Client By signing this Order,I certify that I am authorized to sign on behalf of the C tent and agree to the terms of this Order and any documents incorporated herein 4811 Montgomery Rd,Cincinnati,OH 45212 1855.551 2013 Page 3 of 5 Prices may be subject to change if this Order is not accepted by 0&0132019 PO_v24 Paycor Inc. ent:,Ciof Riverside,Miss)o rl By L�_ Na C/�r '—CiK O r Name `� Y7 A Title ✓ . `c t �► l%L l G ✓`Cr�PO� rine M4400L Date /;, !a // Date 4811 Montgomery Rd.,Cincinnati,OH 45212 1855.561 2013 Page 4 of 5 Prices may be subject to change it this Order is not accepted by 060aW19 PQ v24 Pay'co Client Services Agreement Agreement Regarding Provision of Services The client specified in the attached Order I You,''Your, or'Client'),has executed this Client Services Agreement("CSA")as of the dale set forth below for the services identified on such Order and any subsequent Order issued hereunder This Client Services Agreement,and any subsequent Orders for services provided thereunder,and Your receipt of any services are governed by and subject to the Paycor Services Terms and Conditions (the"Paycor Terms,"a copy of which is attached)and all applicable Supplemental Agreements and Other Agreements(each as defined in the Paycor Terms),a copy of each if applicable to the services You ordered,is attached to this CSA or relevant additional Order You acknowledge and agree that Your signature below constitutes Your consent to be bound by this CSA,and any Other Agreements(if applicable),and all other applicable terms for services You order All capitalized terms herein as defined in the Paycor Terms Except as otherwise prov,ded on the relevant Order,You may cancel individual services at any time without penalty,provided,however,that You agree to pay any fees for services through the date of termination.Monthly fees will not be prorated in the event of cancelation Client Acknowledgements;Representation You acknowiedge and agree that:(i)this CSA and any Order may be considered an application for credit,(t)You authorize Paycor to investigate Your credit including vendor references,bank account status and history and the personal credit of the owner(s)and/or principal(s):and(iii)Paycor may elect not to provide certain Paycor Services(as defined in the Paycor Terms)requested by You based upon factors determined to be relevant by Paycor in its sole discretion,including,without limitation,Payoor's review of Your credit history Paycor is not responsible for calculating or remitting taxes for periods prior to the date of Your first pay period with Paycor If You are subscnbing to Paycor's Payroll and Tax Filing Services beginning on a date other than Your first pay period of a calendar year,You hereby agree to and acknowledge the following,(1)You are responsible for providing to Paycor complete and accurate information regarding employment tax iabilities,payments and filings under Your federal EIN for the calendar year during which said services began;(ii)Paycor will prepare tax returns,including applicable quarterly and annual filings beginning with the period in which You first subscribe to said services based on information provided by You,(iii)Paycor will remit to taxing authorities only those funds which Paycor has collected from You regardless of whether those funds represent Your entire tax liability for the period(s)for which they are remitted.and(iv)You shall be responsible for any penalties interest,amended return fees and/or any other fees that may result from inaccurate,incomplete and/or late tax filings and/or tax payments caused by incomplete,inaccurate or missing tax liability and/or tax payment information provided by You No Order, CSA,Supplement Aareemefif Other Apreentent or the Paycor Terms may be modified or amended except by a separate written amendment executed by authorized representatives of each party Handwritten changes and modifications even if initialed are invalid and shaft be of no force or effect. By signing below,the signatory represents that it is legally authorized to enter into this CSA,and any attached agreements on behalf of Client and Client agrees to be bound by all terms and conditions contained in this CSA and any attached agreements Paycor nc. Client:City Riverside,Missouri ,�—r�J ey r By Na �J ,.r /0 I�Gft pj�J Name/ �� a�>�,Itew L. se Title fit 1 Q/1- 1G1�� n� Title Date 6 -1 Date Revised 06-04-2018 4811 Montgomery Rd,Cincinnati,OH 452,21855 551.2013 Page 5 of 5 Prices may be subject to change if this Order is not accepted by 0610&2019 PO_v24 PAFCOR SRRVICES TERMS AND CONDITIONS(Revised Jul)1,2017) 3.NACHA CUMPLIANC&Chant will not provide funding sourced from a nun-U S. Paycur,Inc.("Paycor")shall provide Client with such payroll,HR and other services as bank account,nor shall Client's funding cause any employee direct deposit of wages to Client may request from time to time("Paycor Services")on an initial or subsequent he subject to NACHA's International ACH Transactions rules("IAT"). If Client's order(each an"Order'),each of which is governed by the Client Services Agreement funding method results in any employee direct deposit of wages being subject to IAT, executed between Paycor and Client.All references hereunder to"Client"shall refer to then Client must change The payment method to live check prior to running the payroll. Client and its affiliates that are receiving Paycor Services. Client accepts and acknowledges that Paycor has no way to identify which fundings or payments would cause it to become subject to IAT;therefore,Client stall be Certain Paycor Services, such as PayOptions (including, but not limited to, direct responsible to promptly inform Paycor if its payroll becomes subject to IAT deposit,Paycor Official Check('TOC-)and praycard)and tax filing services,arc subject to credit approval and are available only fur as long as Client meets Paycor's credit Client Lertifics aid warrants that it has not been suspended and docs not appear on a eligibility requirements. All services utilizing electronic funds transfers("F.F-fs")shall National Association list of suspended originators("National List'j,and[hat Client be provided to Client in accordant with the operating lutes ofthe National Automated will immediately notify Paycor if it becomes suspended or subsNuently appears on a Clearing House Avwciauon ("NACHA")and the: Otfice of Foreign Asset Control National List. ("OFAC"). Norw:thstanding anything to the contrary set forth herein or in any Olher writing between Upon acceptance of an Order by Paycor,and in consideration of Client's agreement to Paycor and Client, Client (and not Paycor) shall be considered the originator in pay Service Fees(as defined below in Section 12)to Paycor,Paycor will perform the connection with any EF-Ts made by i'aycor for or on behalf of Client("Originator') Paycor Services,and Paycor's third parry providers will provide any other applicable (including, without limitation, any direct deposit payments) under all applicable services That Client has elected to receive,such as time and attendance and applicant NACHA aid OFAC rules. As the Originator,(i)Client authorizes Paycor and the tracking. Originating Depository Financial institution ("ODFI")to originate ACH debits and credits("Lmnes")to Client's accounts,Client's employees'accounts,and third party Paycor will perform the Paycor Services in u professional manner, using personnel accounts authorized by Client on Client's behalf,,(ii)Client agrees to be bound by the having a level of skill in the area commensurate with the requirements of the Paycor NACHA Rules("Rules");(iii)Client agrees to not originate Entries that violate the laws Services to lie performed Paycor reserves The right to modify,enhance or terminate any of the United States;(iv)Client agrees that if Client breaches the Rules,the ODFI and of the Paycor Services from time to time. Paycor shall provide reasonable advance Paycor have the right to terminate or suspend the Client's ability to originate entries in notice to Client in the event of(i)any material modifications to the Paycor Services a manner that permits the ODFI and Paycor to comply with the Rules;(v)Client grants being provided to Client;and(ui)in the event of Termination for convenience of any the ODFI and Paycor the right to audit Client's compliance with the Rules;and(vi) Paycor Services being provided to Client. Client (and not Paycor) shall be solely liable to the bank with respoct to any representations or other obligations or liabilities whatsoever relating to any such EFTS. Provided that Client is not in default of any of its obligations under this Agreement(as Paycor and Client each agree to comply with the NACHA rules applicable to it with defined blow).Paycor will,based on services subscribed to and information provided respect to PayOpt ions services. by Client, timely (i) remit all applicable tax filings and (elated payments to the appropriate taxing authorities or third panics;(ii)remit applicable payroll anxwn[s in If utilizing direct deposit services,Client agrees to its responsibilities under the Rules to the manner designated by Client; and (iii) perform all other services ordered or (i)obtain verbal or written authorization from de employee when setting up direct subscribed to by Client, deposits;(it)keep any authorization forms and voided checks stored in a secure manner for the required two(2)years from the termination or revocation of the direct deposit L SUPPLE NIL VTAL AGREEMENTS,Client will execute any other agreements, autlarizatio n;and(iii)provide a copy of any written aufhorimtkm forms to employers. addendums or other applicable documents Paycor reasonably deems necessary in order for Paycor to perform Paycor Services or any other service(s) requested by Client 4.CLIENT DATA.Client will timely supply to Paycor accurate and complete data (collectively referred to as"Supplemental Agrecmenla"),including,without limitation, necessary for the performance of the Paycor Services including,without limitation;(u) any and all documentation needed by Paycor to originate EFT transactions on the accurate and complete payroll and tax information,at least two banking days prior to Client's Demand Deposit Account(s)("DDA") referenced in Hank Authorization(s) each Payday("Payday"is defined as the pay date%heck date of the applicable payroll); executed by Client, and any and all documentation, including powers of attorney (ii) copies of all federal, sate, and local tax forms, documents and other related requested by any federal,state,or local governmental agency or taxing authority to employment tax information;and(iii)copies ofany notices or correspondence received evidence the appointment of Paycor as its reporting agent as contemplated in Section 5 from any federal,state.or local authority with respect to any tax return or deposit made below. In additinn to any termination rights provided in Section 15 below, a by Paycor Failure to promptly provide all such information may result in one or more Supplemental Agreement may also be separately terminaled according to its terms. 'I he of the following:additional fees,late deposits to employee accounts,or late payments Client Services Agreement,associated Orders,all Supplemental Agreements,and these or deposits of required taxes. Paycor uses information supplied by Client,including Paycor Service'Perms and Conditions will cullcetively be referred to herein as the payroll data,and federal,state and local deposit frequencies and identification numbers, "Agreement". to perform the Paycor Services and Client accepts responsibility for the verification, accuracy, and timely provision of this information. Paycor does not accept Notwithstanding the foregoing,the term"Supplemental Agreement"does not include responsibility for failure to make deposits orfnlings if the failure is due to Client's failure either the Terms ilk Conditions for Use of'fime and Attendance Services or the Newton to provide accurate,adequate or Timely information or sufficient funds. Terms of Service Agreement(collectively"Other Agreements"),each of which is a distinct and separate agreement governing the provision and use of the services Paycor Services am dependent upon information provided to Paycor by Client.Client described therein.Unless otherwise specified in Other Agreements,(i)services provided will promptly review and verify,for each pay period,the accuracy of all Client data under Other Agreements('Othcr Services'l may be terminated in accordance with the supplied to Paycor and the accuracy of all paychecks,disbursements,payroll registers, provisions of this Agreement;(in)pricing for Other Services shall be determined by and reports produced for Client by Paycor or Paycor's third party providers. Client Paycor and reflected in an Order;and(iii)Other Services shall be invoiced by Paycor agrees to promptly notify Paycor of any errors,omissions or discrepancies,and Client together with the Paycor Services releases Paycor from any liability due to errors resulting from inaccurate or incomplete data supplied by Client. Furthermore,Client releases Payout from any and all liability 2. CLIEN p AC'KNUWLEDGEMF:\"1'S.Client acknowledges and agrees that (i) for the use of inaccurate or incomplete data supplied by Client in connection with Paycor is not rendering legal,tax,benefit,accounting or investment advice in connection performance of the Paycor Services. In the event of any discrepancies,Client must with providing any of the Paycor Services;(ii)Psycur shall not be decme'd to be a promptly inform Paycor of the correct information. Client will be responsible fur the fiduciary of Client for any purpose;and(iii)Paycor shall riot be divined the employer consequences ofany instructions Client provides to Paycor. or a joint employer of Client's employees for any purpose. Client grants Paycor the right to use Client's data fir purposes of performing the Paycor Paycor Services are designed to assist Client in complying with its applicable legal and Services.Client grants Paycor the right to use C'lient's de-identified and aggregated data regulatory responsibilities.Nevertheless.Client,and not Paycor,will be responsible for for purposes ofdeveloping and marketing new products and services,and in the creation (i) compliance by Client with all laws and governmental regulations affecting its of aggregate statistics that may be shared with third parties, provided that the business;and(ii)any use Client may make ofrhe Paycor Services to assist in complying confidentiality of Client data is maintained,that the identity of the Client and any of its with such laws and regulations Paycor may also rely upon information provided by employees is not disclosed,and that any aggregate statistics are not specific to Client. Client in Paycor's implementation or provision of Paycor Services,whether received Upon the termination of the parties'business relationship for any reason,Paycor shall directly from Client err through a prior or current third party service provider of Client. be permitted to retain a atopy of Client data for the sole purpose of respording to Client will use the Paycor Servicers only fur internal husiness purposes oft*Client. regulatory and legal inquiries. Client acknowledges and agrees that it is the Ciienes and its employees' responsibility to store and update records relating to Client's data, itself ol'any combination of the following remedies,in addition to such other remedies Furthermore, Client acknowledges and agrees that Paycor shall not be Client's or as may be provided herein or otherwise available to Paycor by law(including without Clicyt's empluym'official record keeper,and that Paycor archives various reports it limitation those remedies provided in Section 15(C)below) (A)Paycor may require that generates(based on information provided by Client in any form)only as a convenicact: any or all future fundings and payment obligations by Client he made via wire transfer, to Client. Client shall, to the extent it deems necessary,keep topics of all source and Client agrees to pay Payeor's then cdrrent Wire Fce for each transfer; and(B) documents,records and other information delivered to Paycor. Paycor may elect to terminate certain Pa"tions services subscribed to by Client and 5.TAX FILING tiF'KVIC'F'S•DFS[ \AT'IOV 1S REPORTING AG'N'1' may require Client to issue corporate checks to is employees in lieu of termination. IfChent subscribe-,to'lax Filing Services.Client hereby appo ors Paycor as its Reporting Agent In the event that Paycor's FFT transactions on Client's DDA are returned due to for the limited purpo i- (it permitting Paycor to represent Client and hi act on behalf of insufficient finds or for any other reason.Client may request Paycor to reissue time hF1' Client with all persons(including,without limitation,thud-party vendurs and federal, transaction. If so, Paycur will charge Client a reissuance fee of S2514)(subject to estate and local governmental agencies and taxing authorities including the Internal adjustment as set forth in Section 12 below). Revenue Service)for all employment tax matters and in all other matters reasonably related to Paycor's performance of the Paycor Services. In furtherance of the foregoing, Client shall he liable for a'i debits initiated by Paycor hereunder in the performance of the completion of Internal Rcvcnuc Service Form 8655 by Client shall appoint Paycor the Paycor Services. Client unconditionally promises to pay to Paycor the amount of a,the Reporting Agent with authority to sign and file employment tax returns and to any unfunded payroll liabilities(including any debit which is rctured to Paycur because make tax deposits on behalf of Client to federal,stale and local taxing authonties. ofinsufficient or uncollected funds or for any other reason)upon demand,together with interest thereon at the lesser of one and one-half percent (1.5%) per month or the Where permitted by taxing authorities,Paycor is authorized as a designee of Clicnt to maximum permitted by law Also,if any dcbit to an employee or other payee's account receive returns and copies of notices,correspondence and transcripts with respect to reversing or correcting a previously submitted credit(s)is returned for any reason,Client employment tax returns filed and deposits made by the designee This authorization shall unconditionally promises to pay the amount of such debit upon demand and interest include the appropriate fedcrai,, state and local forms beginning with the tax period thereon at the rate set forth in this Section B. Clicnt agrees to cooperate with Paycor and indicated on the Form 8655 and will remain in effect through subsequent tax periods any other panics involved in processing any transactions hereunder to recover funds until Client or Paycor notifies the Iricrnal Revenue Service of termination or revocation credited to any employee as a result of an crur made by Paycor or another party of this authorization. processing a transaction on behalf of Paycor. Clienr further agrees that Paycor may charge back any amount that Paycor advanced and which Client failed to have available Paycor,as the Reporting Agent for Client,is authorized to sign and the federal,state and for Paycor local employment tax forms and reports either electronically or on paper and to make federal,state and local cox deposits and other federal,state or local tax payments for 9, DATA INTEGRATION SERVICES AND W2 EXPORTSERVICE. If Client Client subscribes to Paycur's Data Integration Services,whereby data is transmitted between Paycor and one or more third pares identified by Client,such third parties potentially Comistent with iRS regulations as swlcd on Form 8655, this authorization docs not including without limitation retirement plan administrators, point of sale systems absolve Client of the responsibility to ensure that all returns are timely filed and the operaturs, and benefit p'.an administrators (each a '"transmission Partner'), then related taxes are paid on time. If as a result of an error or omission made by Paycor in Payer's provision of Data Integration Services is contingent upon (a) Paycor's performing the'I ax Filing Services hereunder,an applicable taxing authority imposes a agreement to do so,which shall be at Paycor's sole discretion;(b)the agreement of penalty on or assesses interest against Client,Paycor will pay all penalties and interest Paycor, Clicnt, and the Transmission Partner as to the means (e.g. API or SF tP), to the extent resulting from Paycur's error or omission.In any such case,Client shall he frequency,and formal of the transmission,including whether such transmission is solely responsible fat all additional taxes and any other interest charges. with Paycor as transmitter or recipient,or as both;and(c)to the extent that any roes are payable to Paver in association with the creation or maintenance of the transmission 6.FUNDING:OF OBLIGA I IONS.Client's payment obligations fur certain Paycur interlace.or transmissions using such interface.that such tees are documented in a an Services, including,but not limited to. Tax Filing Services and PayOplions, must be Order,Other Agreement,Statement of Work,or such other documentation as required funded using the Client's DDA Client agrees to maintain sufficient available funds in by Paycor l o the extent that Paycor and Client have agreed to utilize an existing Paycor its DDA at IC251 unc banking day prior to each Payday to cover ail of Client's payment interface for Data Integration Services,Client acknowledges and agrees that Paycor has obligations no obligation to customize said standard interface,and that any customization required by Client and agreed to by Paycur will incur additional charges. Clicnt further expressly Paycor may debit the Chcnt's DDA in order to collect Service Fees and any other fees consents to data transmissions by Paycor to and from Transmission Partners as pan of and expenses invoiced under this Agreement and Other Agreements as authorized by Data Integration Soviets,and agrees that Paycor has no responsibility with respect to Client on a Bank Authorization fora Client requests for refunds or adjustments will not the use or handling of data tiansrmaed by Paycor to Transmission Partners following be processed until Paycor verifies that sufficient funds were received by Paycor from transmission,and that Paycor's use and handling of any data received by Paycor will be Client to cover all payments made by,or fees due to.Paycor. governed solely by this Agreement Subject to the conditions herein,Paycor agrees to transmit to and receive from,as applicable,data from designated Transmission Partners, 7.WIRE TRANSIFERS.IfClient is subject to the Federal S100,00o Next-Day Rule as and to use commercially reasonable efforts to trasmit information timely and specified in Internal Revenue Service Publication 15 (Circular E, Gmployer's Tax accurately. It is Client's responsibility to verify that the data is received by a Guide),Paycor xray require and Client agrees it so required that finds representing the Transmission Partner.Furthermore,Client understands and agrees that all funds payable total tax liability will be wire transferred from the Cltent's DDA to Paycur's account at by Client and ussociated with such transmission(e.g. retirement plan tunds)shall be lead one day prior to Payday for the applicable payroll. In consideration for the cost of remitted directly by the Client to the Transmission Partner and shall not be Paycor's this wire service,Client agrees to pay Pavcor a Wire Fee(as set forth in Section 12 responsibility. Paycor is not responsible for transmission failures or errors in the data below)for each wire transfer. beyond ensuring that the data end associated files meet the specifications agreed to by Paycor In lieu of Paycor initiating an ACH debit against C'lient's DDA,Paycor reserves the right, based on Client's DDA funding history, Client's payment history, Paycor's Client acknowledges and agrees that Client will be automatically enrolled in Paycur's internal risk policies, and other factors, to require Client to fund any or all future W2 hxpon Service,which allows Client's employees to request,through participating payment obligations via direct wire irasfrr or reverse wire transfer prior to disbursing online lax preparwion providers (etch an "OTPP"), that earnings information (ix any funds to any third party Client agrees to pay a Wire Fee for each such transfer. information from Form W'2 and similar income tax forms)prepared by Paycor for the requesting employee be elcetmnically transferred to an OTPP for the purpose of M.INSUFFICIENT OR NON-CONFIRMED FUNDS In the event sufficient funds facilitating The completion ofthe employee's individual income tax filings. Paycur,in are not available in Client's DDA to cover Client's payment obligations under(his its sole discretion,shall determine participating OTPPs and the earnings intonation Agreement (an "NSP Event"), Paycor may deem Client to be in breach of this provided through this service Paycor will not be responsible fur the actions of any Agreement and Paycur may assess an NSF charge o`SI 10.00(subject to adjus:rnent as OTPP,or an OTPP's use of camings information,which shall instead be governed by set forth in Section 12 below).Upon any NSF Event,(i)Paycor will use cominercially the relevant O'I PP's privacy policy and terms of use which may exist between the reasonable efforts to promptly notify Clicnt of the NSF Bvent,and will provide Client relevant participating employee aril O IPP.Forthc purposes ofths section.participating with an opportunity to timely cure the NSF[went and(it)Client,not Paycor,shall be employees are those Client employees for whom Paycor has prepared an income tax- immediately responsible for remitting all tax deposits and filings,all employee wages, related document(e.g a Form W-2).and who have requested through a participating all wage gamisbments, and all related penalties and interest due then and thereafter OTPP that tax information be automatically imported from Paycor during any suspension or resulting from any suspension or termination.Notwithstanding Paycor reserves the right to, and Client acknowledges dun( Paycor may, terminate :hc above,Paycur and Client also agree that upon any NSF Fvent, Paycor may avail Paycoe's W2 Export Service with any OTPP,or Paycor's Data Integration Senvic es with Unless otherwise agreed to in writing,Paycor shall debit Client's DDA for the Servwc any Transmission Partner at any time at Psycor's sole discretion. Fees. Implementation fees as described in the Agreement or any Orders are non- refundable.Client has sixty(60)days from the date of a debit or the date ofan invoice. 10. CARRIER CONNECT SERVIC= If Client subscribes to Paycor's Carrier whichever is later,to dispute any charges or withdrawals and ifnot disputed in such time Connect service, Client shall be responsible for complying with the rules and frame then Client waives any claims related to such charges or withdrawals requirements ofall health care plans,Flexible spending accounts,health savings accounts and other benefit plans offered by Client to its employees. Client egrets to (i)ncview If applicable,deposits paid by Client upon execution of this Agreement shall be applied any and all reports received from Client's health insurance carriers and fund managers to Client's invoice for the first payroll processed by Paycor on behalf of Clicnt Client including,without limitation,error reports;(ii)fully cooperate with Paycor and Client's shall forfeit deposits in the event Client terminates this Agreement prior to such initial health insurance earners and fund managers to resolve all error reports;and(iii)use processing of payroll. Paycor's HR application to document,update end correct health information of Client's employees as the sole source of data transmitted by Paycor in connection with this service. It is Client's responsibility to verify the aeeuracy and completeness ofall health 13. WARRANTY.Paycor represents and warrants that.(a)it shall provide the Paycor information maintained in Paycor's HR application and supplied to Paycor in connection Services in a good and workmanlike manner,consistent with industry standards,using with the Carrier Connect service. personnel with The appropriate degree ofskilf(b)the functionality ofthe Paycor Services will not be(materially decreased during the term of this Agreement,subject to Paycor's 11. PAYROLL-RELATED I HIRD PARI y PA 1 MENT SERVICES. If Client nght to modify,enhance or terminate any of the Paycor Services from time to time upon subscribes to"Electronic Child Support", "Electronic Wage Garnishment"(or other notice as set forth above;(c)it shall utilize software and other security means to prevent similar services as designated by Paycor),Client may electronically request that payroll- the Paycor Services from containing or transmitting malicious code;(d)the Paycor related payments be trade to third parties by M or cheek as designated by Client Services will perform in accordance with user documentation;and(e)to its knowledge, (though FFT payments will only be permitted to the extent Paycor has approved client it owns or otherwise has sufficient rights in the Paycor Services and the user for EFT-rclated services). Client shall be responsible for providing payee and amount documentation granted herein. WITH I HF EXCEP"IION OF ANY WARRANTY information electronically from Client and Paycor shall have no responsibility for EXPRESSLY SET FORTH HEREIN OR IN A SUPPLEMENTAL AGREEMENT, calculating payment amounts. PAYCOR MAKES NO WARRANTIFS,AND SPECIFICALLY DISCLAIMS ANY IfClieot subscribes to Paycor's Garnishment Processing service(including"Wage Gam PAYCORL SERVICESORR PAYCOR PRoDI(TS,OR IMPLIED, INCLUTH RESPECT NG-, BUT O ANY NOT Processing-Child Support","Wage Gam P(oc:cssing-Garnishment",or other similar LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR services as otherwise designated by Paycor),Client may request that payroll-related FITNFSS FOR A PARTICULAR PURPOSE, OR ANY WARRANTY OF NON. payments be calculated by and made to third parties by Paycor.Client must provide INFRINGEMENT, NON-INTERRUPTION OF USE OR FREEDOM FROM Paycor with all documentation(c.g,a wage garnishment or child support order)required ERRORS. by Paycor to perform this service,after receipt of which Paycur will use commercially reasonable efforts to calculate required payments in accordance with applicable m law and 14.LIMITATION OF 1 IA811 TTY EXCEPT FOR(1)INTEREST CHARGES AND to enter into its systems such calculated amounts and payee information. The forof PENALTIES IMPOSED BY TAXING AUTHORITIES THAT ARE THE DIRECT payment for Garnishment Processing services(check or EFT)will be at chic discretion RESULT OF PAYCOR'S NEGLIGENCE;(2)ACTUAL DAMAGES INCURRED BY of Paycor and Paycor will endeavor to include with such payments,any notices that arc CLIENT AS A DIRECT RESULT OF THE CRIMINAL OR FRAUDULENT ACTS required by statute to accompany payments.Paycor will not prepare or transmit other OR WILLFUL MISCONDUCT OF PAYCOR OR ANY OF ITS EMPLOYEES;AND notices that are not included with payments,which may be required for payees,courts, (3)THIRD PARTY CLAIMS AS DESCRIBED IN SECTION MD)BELOW,THE regulatory authorities,oremployees. CUMULATIVE LIABILITY OF PAYCOR '10 CLIENT FOR ALL CLAIMS RELATING TO OR ARISING FROM THE PAYCOR SERVICES OR THE Checks issued in support of third party payment services will be issued as Paycor AGRF.FMENT, IN CONTRACT, TORT, OR O'1'HBRWISE, IS THE TOTAL Official Checks. Client is legally responsible for reviewing and ensuring the accuracy SERVICE FEES PAID BY CLIENT TO PAYCOR FOR THE AFFECTED SERVICES of any wage garnishment,child suppurt,or tither third party payments scheduled by FOR ONLY THE PAY PERIOD(S) FROM WHICH SUCH LIABILITY ARISES Paycor regardless ofpaymeni method,and Client is legally responsible for ensuring that (THOUGH IN NO EVENT MORE THAN ONE.(I)MONTH'S AVERAGE.SERVICE such payments and associated notices comply with applicable law. Client further FEES FOR THE AFFECTED SERVICES EVEN IF LIABILITY ARISES FROM authorizes Paycor to collect funds and initiate payments to the extent required for any MULTIPLE PAY PERIODS,SUCH AVERAGE BEING MEASURED OVER THE services described herein and subscribed to by Client. TWELVE MONTH PERIOD PRECEDING THE LIABILITY). IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR TO ANY 12.SERVICE FEES,Clicnt will pay service fees to Paycor for services provided by THIRD PARTY FOR ANY CON'SEQUENTIAI. INDIRECT, SPECIAL, Paycor and its third party providers, including services provided under Other INCIDENTAL OR OTHER DAMAGES OF ANY SORT (INCLUDING LAST Agreements,at the rates set forth in the Agreement,or if no such rates are set forth,at PROFITS, LOST REVENUE, LOST INCOME., OR ANY REVENUE ARISING Paycor's standard rates for such services("Service Fees"). Unless otherwise set forth in FROM LOSS OF ANTICIPATED BUSINESS)NOT SPECIFICALLY PROVIDED the Agreement,Paycor has the right to change the Service Fes and any other charges, FOR HEREIN AS A RF.S(II.T OF THE PERFORMANCE OR NON- fecs and any expenses contemplated herein from time to time upon thirry(30)days'prior PERFORMANCE OF ANY OBLIGA'T'ION UNDER THIS AGREEMENT,EVEN IF written notice to Client. Paycor may charge additional fees free services not enumerated A PARTY HAS ADVISED THE OTHER PARTY OF THE POSSIBILITY OF SUCH in this Agreement ifsuch additional services arc requested by Client.Paycor may charge POTENTIAL LOSS OR DAMAGE,AND EVEN IF SUCH DAMAGES WERE OR reasonable miscellaneous fees including but not limited to stop payment fees,early SHOULD HAVE 8F-FN FORFSF.F:ABLE. FURTHERMORE, UNDER NO check cashing fees, wire transfer fees ("Wire Fee")and inactive account fees, as CIRCUMSTANCES WILL EITHER PARTY BELIABLE TO THE OTHER PARTY applicable,and all such fees tray be adjusted at any time without notice Service Fees OR ANY THIRD PARTY WITH RESPECT TO ACTIONS, FACTS OR arc subject to change in the event of any change in processing method or processing CIRCUMSTANCES OCCURRING OR EXISTING PRIOR TO THE DATE OF THIS frequency by Client(for example,changing from bi-weekly to semi-monthly payroll AGREEMENT. THE FOREGOING LIMITATION OF LIABILITY AND processing). AS ADDITIONAL CONSIDERATION, PAYCOR MAY INVEST EXCLUSION OF DAMAGES APPLIES REGARDLESS OF ANY OTHER CLIENT'S FUNDS AS PAYCOR DEEMS APPROPRIATE; ANY AND ALL REMEDIES A PARTY MAY HAVE. CLIENT ACKNOWLEDGES THAT THIS PROFITS, ACCUMULATIONS, AND ANY OTHER FORMS OF GAIN SECTION 14 IS AN INTEGRAL PART OF THF.AGREEMENT THAT HAS BEEN RESULTING FROM SUCH INVESTMENTS SHALL ACCRUE FOR THE BENEFIT BARGAINED FOR BY THE PARTIES, AND THAT THIS SECTION 14 WILL OF AND SHALL BE THE SOLE PROPERTY OF'PAYCOR,AND CLIENT HEREBY REMAIN IN F:FFFC'1'EVEN IF ANY OTHER PROVISION OF THIS AGREEMENT ASSIGNS TO PAYCOR ALL BENEFITS DERIVED ON CLIENT FUNDS HELD BY FAILS OF ITS ESSENTIAL PURPOSE. PAYCOR. ANY AND All. LOSSES INCURRED DUF TO PAYCOR'S INVESTMENT OF CLIENI"S FUNDS WILL BE BORNE SOLELY BY PAYCOR IS- TERM AND TERMINATION AND WILL NOT BE SUBIECT TO THE LIMITATION OF LIABILITY. A.elm.This Agreement shall commence on the date of written acceptance by Service Fees are exclusive of all taxes,including without limitation,sales,use,value- Paycor,and shelf continue until terminated in accordance with the provisions of added or other taxes or levies on transactions merle wrier this Agreement.Client shall this Agreement. Pay Paycar an amount equal to any tax Paycor is required to collect or pay upon the sale, license,or delivery of deliverables to Client by Paycor exclusive of taxes imposed upon H. Iamination for Canvenfence Either parry may terminate this Agreement at Paycor's net income. day[rare by providing thirty(30)days'advance written twice to the other party. Unless otherwise provided in this Agreement,or an Other Agreement,Client may terminate res subscription to any product or wryice at anytime by providing Client shall not use Paycor trademarks in any manner without Paycor's advance written thirty(30)days'advance wntten notice to Paycor. Client acknowledges that consent. Client shall not change, modify, adapt, disassemble, recompile, reverse pricing is determined based on anticipated cumulative volume,and that in the engineer or enhance any of the Paycor Products being provided to Client hereunder,and event of the termination of a subscription for a product or service,or Client's any attempt to do so(whether by Client or a third party directed by Client)shall be failure to initiate a purchased subscription,Paycor reserves the tight to re•pricc deemed a breach of this Agreement. continuing products or services,up to Paycor's then-current standard pricing. Until execution of this Agreement by Client, and after termination of this 17, SECURITY AN'D CONFIDENTIALITY. Agreement for any muson Paycor has no obligation to perform any services on Client's behalf A. Nonpublic Personally Identifiable Inlormatinn. Paycor agrees[m treat all nonpublic personally identifiable information that Client discloses to Paycor C.Termination and Slisperision for Cause.Paywr may,in IN sole discretion, (including but not limited err employer pay rates,employee names,addresses, immediately terinriate this Agreement without prior notice should Client not social security numbers, telephone numbers, e-mail addresses, credit remedy any suspension of Paycor Services as provided in this Agreement, information,account numbers,account balances or other account information) within a reasonable time as determined by Paycor and to Paycor's satisfaction, in accordance with applicable privacy laws.rules,and regulations Paycor will or If Paycor suspcnds the Paycor Services mores than once within a twelve(12) use such information wlely for the purpose of pctfomring the Paycor Services. month period. Paycor will not disciose such information to anyone other than(i)to Paycor's employees in the ordinary course of Paycor's business;(ii)to non-affiliated Should Client fail to pay any Service Fees.fail to maintain sufficient funds in third paries who need access in order for Paycor to carry out the Paycor its QUA,beanie the subject of a proceeding under the Bankruptcy Code,seek Services or any other services requested by Client;(iii)to employees,agents, appointment of a trustee, receiver or custodian,seek liquidation,dissolution affiliates,or contractors of Client that supplied such information to Paywr or reorgunization or the like,fail to maintain a credo rating reasonably acceptable that Client has authorized to receive such information from Paycor,or(iv)as is to Paycor,or fail to perform any other ubligation under this Agreement,Paycor otherwise required by applicable law(including but nor limited to complying may, at its sole discretion, in addition to other available remedies. (a) with subpoenas, investigations by government regulatory authorities, and indefinitely suspend any combination of payrolls in process,future payroll.,or disclosing such information to Paycor's attorneys,auditors,and accountants). any and all Paycor Services under this Agreement and Other Agreements, Paycor shall take appropriate measures to maintain the security and whether provided by Paycor or a third party until such time as the underlying confidentiality of any such information that Client discloses to Paycor,treating cause is remedied to Paycor's satisfaction,(b)tetrninatc this Agreement and,at such confidential information!n a manner similar to which Paycor treats its own Paycor's option,any Other Agreements,upon written notice to Client;or(c) confidential information. take any and all other actions it deems appropriate to secure payment of all amounts owed o Paycor by Client under this Agreement including termination B.Online Access.Certain Paycor Products or Paycor Services may be accessed ofthis Agreement immediately and without pnor noticein additirai to and not by Client and its authorized employees through the Internet at a website in limitation of any of Paycor's remedies,Clicnl grants Paycor the right to offset provide)by Paycor or on behalf of Paywr,including those hosted by Paycor for any amounts owed by Client to Paycor in any Paycor account. Client agrees on behalf of Client. In addition,and notwithstanding anything to the contrary to pay for all collection costs, including reasonable attorney's fees, which. contained herein,Client acknowledges[hat security of transmissions over the Paycor may incur as a result of Client's failure to perform any obligation under Internet cannot be guaranteed.Paycor is not responsible for(t)Client's access this Agreement, to the Internet,(ii):nlen:eption or interruptions of communications through the Interne'.,or(iii)changm or losses ofdata through the Internet,in each case other D. Effects or l'ermination, If cnfrer puny terminates this Agrectnent for any than to the extent caused solely by Paycor reason, Paycor shall not be responsible for making any further payroll tax deposits or filings,and Paycor may retain deposits to offset any amounts owed (.Password Protection.Client agrees to maintain the privacy of usemames and from Client.Notwithstanding the foregoing,if this Agreement is terminated for passwords associated with Paycor Services provided through the Werner other than Client's breach or default,(i)Paycor will,at Client's request,prepare Client is fully responsible for all activities that occur under Client's password and file any outstanding employment tax forms and reports,prepare employee or Internet account. Client agrees to(i) immediately notify Paycor of any W2s and perform other reasonable and customary actions related to the unauthorized use of Clicnt's password or Internet account or any other breach terminated Paycor Services provided Uret Client has paid for said services;(it) ofsie uri[y;and(ii)ensure that Client exits from Client's Internet account at the Client will remit any and all tax and third party payments beginning with the end of each session Paycor shall not be liable for any darrages incurred by date of termination; and (iii) Paycor will return to Client any uncommitted Client or any third party arising from Client's failure to comply with this Client funds held in any Paycor account net of all payment obligations and fees section for services performed through the date of termination D.Client Data Protection.In order to protect Client's data,Paycor may suspend E.Data Access Upon Termination.Upon termination of this Agreement for any immediately and without prior notice, any or all of Client's and Client's reason other than Client's breach or default hereunder,Client shall,for up In employees'use of Pavcor Services provided through the:Internet if any breach thirty(30)days after the date of termination,be provided with access to online of security is suspected. reports and custom reporting as previously subscribed to by Client,fur:he sole purpwc ofobtaining an electronic copy of its Client data. Paycur assumes no 1,_Pavcor'$Pricing.Client acktwwledges and agrees that the pricing set forth in responvbiliry for Client's failure to obtain an electronic copy of its data within this Agreement (the "Pricing") is prupr:etary to Paycor, that Pavcor takes such thirty(30)day period,and Client releases Paycor from any and all claims reasonable measures to maintain the confidentiality of the Pricing,and that resulting therefrom. Client acknowledges and agrees that Paycor shalt have no Paycor derives value from the Pricing not being generally known to the public. obligation to provide Client with access to its data:(i)in the event Client is in Accordingly,Client acknowledges and agrees that,during[tic term,it will not breach or default hereunder,or(it)beyond:he thirty t30)day pcnod referenced disclose the Pricing to any third party(other than to Client's employers and C herein advisors who have a need to know the Pricing in connection with lient's legitimate business purposes),and that('!lent will use commercially reasonable 16. iN FEI-LEC ILIAL PROPERI-Y. All software programs, tutorials and related efforts,consistent with how Client treats:ts own confidential and proprietary documentation("Paycor Products")made available,directly or indirectly,by Paycor to Information,to maintain the confidentiality of the Pricing. Client as pun of the Paycor Services are the,exclusive property of Paycur or the third parties from whom Paycur has secured the rights to license. Client is being granted a I& INUEMNIFICA I ION limited,nun exclusive,non-transferable, nun-subliLens able, revocable right to access and ase the Paycor Products solely for purposes of inputting and providing certain data A.Frauduleat/Criminal Acts. Each party shall indemnify the other party against in order for Paycor to provide the Paycor Services. l he Paycor Products arc provided any loss,liability,ors;,damage or expense(each a"Luss'l ansmg from,or in "AS IS"and no warranty of any kind, including,but not limited to,any warranty of connection with,any fraudulent or criminal acts of said party of said parry's merchantability or fitness for a particular purpose,is made by or authorized to be made employees,representatives or agents or,behalf of Paycor All rights,title and interest in or to any copyright, trademark, service mark,rade secret,and tiny other pmpnelary right relating to the Paycor Products B.Client's General Indemndilcat)on, Except to the extent a Loss anses solely and the related logos,product names,c[c.are reserved by Paycor.Client agrees that it and exclusively from Paycor's negligence or error,Client shall indemnify and shall not remove,obscure,or alter any proprietary rights notices(including copyright hold Paycor harmless font and against any Loss arising rrum or otherwise and trademark note=)which may be affixed to or contained within the Paycor Products. rclating to (i)Client's breach of any mpre,entation or warranty set forth in this Agreement;(ii)Client's failure to perform any covenant or other obli lion set CONTVF.CTION WITH ANY PAYCUR SERVICES AGREEMENT. EACH forth in this Agreement;(iii)the timeliness or accuracy of information supplied PARTY HERETO(A)CERTIFIES THAT NO REPRESENTATIVE:,AGENT by Client to Paycor, (iv) actions takcAt by Paycur pursuant to instructions OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, provided by the Client;or(v)Client's use,misuse,or resale of the Paycor EXPRESSLY OR OTHERWISE,THAT SUCH OTHER PARTY WOULD Services. NOT. IN TihE EVENT OF LITIGATION, SEEK TO ENFORCE THE FUREGOING WAIVFR AND(B)ACKNOWLEDGE:,',THAT IT AND 1 HI! C. Paveor's General Indernnilkstyon. Subject to the limitation of liability OTHER PARTIES HERE-TO HAVE BEEN INDUCED TO 1.iNTER INTO contained in Section 14,Paycor shall indemnify and hold Client harmless from THIS AGREEMENT BY, AMONG OTHER THINGS, iHF. MUTUAL and against any Loss arising from or otherwise relating to:(i)Paycor's breach WAIVERS AND CERTIFICATIONS CONTAINED HEREIN. of any representation or warranty set forth in th.is Agreement;and(it)Paycor's failure to perform any covenant or other obligation set forth in this Agreement F.Waive . A waiver by either party of its rights hereunder is not binding unless contained in a writing signed by an authorized representative of the party U. Third-Party Claims or Infringement. Paycor shall indemnify and hold waiving its rights. The non-enforcement or waiver of any provision on one harmless Client from and against any Los.;directly arising from a claim that occasion does not constitute it waiver of such provision on any other occasions Client's use of any of the Paycor Products infringes the intellectual property unless expressly so agreed in writing. rights of a third party;provided,however,that:(a)Client has not modified or utherwise altered any of the intellectual property compribing or contained in the G.Amendiwail.This Agreement may not be modified except by a writing signed Paycor Products;(b)Client shall give prompt written notice to Paycor of the by the authorized representatives of Paycor and Client. For purposes of this third-party claim(except that the failure to provide prompt notice will only limit Section I WO),Paycor's"authorized represenistiv(w'shall consist of its CEO, the indemnification obligations to the extent Paycor is prejudiced by the delay CFO,VP of Treasury and Risk,and VP of Financial Planning and Analysis. or failure); (c) Paycor has full and complete control over the defense and settlement of the third-parry claim; and (d) Client shall assist Paycor in H Force Maleare. Any party hereto will be excused from perfianniance under connection with the defense &tali settlement of the third-party claim as this Agreement for any period of time that the party is prevented from reasonably requested by Paycor.If Client is enjoined or otherwise prohibited performing its obligations hereunder as a result of an act of C,od,war,utility or from using any of the Paycor Products or a portion thereof based on a claim that communication failures,or other caabc beyond the party's reasonable control. such Paycor Products infringe the intellectual property rights of a third parry, floth parties will use reasonable efforts to mitigate the effect of a force majeure then Paycor may,at its sole expense and at its option,either:(a)obtain for Client event, the right to use the allegedly infringing portions of the Paycor Products;(b) modify the allegedly infringing portions of Ilhe Paycor Products so as to render L Entire Agreenscal. 'This Agreement constitute the entire understanding of the them non-infringing without substantially diminishing or impainng their parties,and supersede all prior agreements between the parties,whether oral or functionality; or(c)replace the allegedly infringing portions of the Paycor written. Products with non-infringing items.of subnantially similar functionality. If Paycor determines that the foregoing options are not commercially possibly, J. Noe-Him, During the term of this Agreement,Client shall not solicit the Paycor may terminate the Agreement upon thirty(30)days advance written employment of any Paycor employee who has been involved in furnishing notice to Client.Without limiting Paycor's obligation to indemnify Clint as set Paycor Services hereunder. Nothing contained in this section,however,shall forth above, the;remedy set out in this Section III(D)is Client's sole and prohibit Client from hiring any Paycor employee who responds to a general exclusive remedy for any actual or alleged infringement by Paycor ofany third- advertisement for employment,provided Client did not initiate contact with the party intellectual property rights in the event that Client is enjoined or otherwise employee or orlm-wise alert the employee to the advertisement prohibited from using any such Paycor Products. 19. GENERAL PROVISIONS K. Supplemental Agreements. In the event of a conflict between any Supplemental Agreement and the Paycor Services Terns and Conditions,the Supplemental Agreement,hall prevail and govern. A. iadepeadeat Coatraetar. This Agreement establish" an independent contractor relationship only,by which Paycor will perforin the Paycor Services L.Counterpart Execution. Ibis Agreement may he executed in two or rrx,re for Client. It is not intended as, and may not be construed to establish,a counterparts,each of which shall be deemed an original,but all of which partnership, joint venture, agency or rrlesterlservant relationship between together shall constitute but one and the same instrument. Facsimile signatures Paycor and Client. and electronically-captured signatures shall constitute original manual B.Agent. Paycor is not an agent of Client except where reywrcd for federal,state signatures for the purposes of this Agreement. and local payroll tax deposits, filings and correspondence and except for purposes of any unclaimed property act. For the purpose of any unclaimed Rrvhd 07.01-17 property act,Paycor shall be deemed to hold property as Client's agent for Client alone and Client shall be deemed to be the holder of property insofar as the interest of any other person and the property is coraxmod. Should an agency relationship be found to exist,it will automatically terminate(except for the purpose of any unclaimed property act)upon rcrunn to Paycor of any check or pre-authorized charge of Client for insufficient or uncollected funds. C.Severablllty. lfany provision of this Agreement or any portion thereof is held to be invalid,illegal or unenforceable,the validity,legality or enforceability of the remainder ofthis Agreement will not in any way be affected or impaired. D. , Neither this Agreement nor any Other Agreement may be assigned by Client without prior written consent of Paycor,and any assignment made without such consent is null and void. E.Governing Law and Inducement. This Agreement shall be construed in accordance with and governed by the law of the State of Ohio(without regard to principles of conflict of laws),including the application of any applicable statutes of limitations. Any action,suit or proceeding brought by any party with respect to,or to enforce the terms of,this Agrccnicnt,shall be brought by such party exclusively in the courts of the State of Ohio located in Hamilton County, Ohio,or in the courts of the United States for the Southern District of Ohio, Western Division, FACH PARTY HERETO HEREBY WAIVES,TO THE FULLEST EXTENT PERMITTED BY APPLICABLELAW,ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY iN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN Form 8655 Reporting Agent Authorization (Rev.August 2014) OMB No 1545-1058 0eoartmem of the Trewxy inter�W Revenue Service ►Information about Form 8655 and its instructions is at www.tmgov/rorm8665, Taxpayer Is Name of taxpayer(as distinguished from trade name) 2 Employer kkntification Wombat(pN) City of Riverside,Missouri 446005867 1 b Trade name,if any 4 If you are a seasonal employer, check here . . . . . . 3 Address(number,street,and room or suite no.) 5 Other identification number 2950 NW Vivion Road City or town,state,and ZIP—code --- Riverside Missouri 64150 6 Contact person 7 Daylime telephone number B Fax number (816)741-3993 Reporting Agent 9 Name(enter company name or name of business) 10 Employer Identification numbir(EIN)- Paycor,Inc. 31 1299990 11 Address(number,street,and room or suite no.) 4811 Montgomery Rd. City or town,state,and ZIP code -- —-- Cincinnati _ __ OH 45212 12 Contact person 13 Daytime telephone number 14 Fax number Tax Department (800)381-0053 1 (513)381-4146 Authorization of Reporting Agent To Sign and File Returns(Caution:See Authoruahon Agreement) 15 Use the entry lines below to indicate the tax returrXs)to be filed by the reporting agent.Enter the beginning year of annual tax returns or beginning quarter of quarterly tax rrrtums.See the instructions for how to enter the quarter and year.once this authority is granted,d is effective until revoked by the taxpayer or reporting agent, 940 2019 941 12/2019 940-PR 941-PRi,— 941-SS 943 2n19 943-PR 944 2019 945 1042 CT-1 Authorization of Reporting Agent To Make Deposits and Payments(Caution:See Authorization Agreement) 16 Use the entry lines below.o enter the starting date(the first month and year)of any tax retum(s)for whicn the reporting agent s authorized to make deposits or payments.See the instructions for how to enter the month and year.Once this authority is granted,11 is effective until revoked by the taxpayer or reporting agent. 940 1012019 941 1012019 943 101 2019 944 for 2019 945 720 1041 1042 __ 1120 CT 1 990-PF_ 990-T Disclosure of Information to_Reporting Agents 17a Check hereto authorize the reporting agent to receive or request copies of tax information and other communications from the IRS related to the authorization granted on lines 15, 16,and/or line 18 . . . . . . . . . . . . . Q b Check here if the reporting agent also wants to receive copies of notices from the IRS . . . . . . . . . . . Disclosure Authorization 18a The reporting agent is authorized to receive otherwise confidential taxpayer information from the IRS to assist in responding to certain IRS notices relating to the Form W-2 series information returns.This authority is effective for calendar year forms beginning 2019 b The reporting agent is authorized to receive otherwise confidential taxpayer information from the IRS to assist in responding to certain IRS notices relating to the Form 1099 series information returns.This authority is effective for calendar year forms beginning c The reporting agent is authorized to receive otherwise confidential taxpayer Information from the IRS to assist in responding to certain IRS notices relating to the Forms 3921 and 3922.This authority is effective for calendar year forms beginning State or Local Authorization(Caution:See Authorization Agreement) 19 Check here to authorize the reporting agent to sign and file state or local returns related to the authowation granted on line 15 and/or fine le Authorization Agreement I understand that this agreement does not ratio"me,as the taxpayer,of the responsibility to ensure omit M tax rettrrq ars Oted and that all deposits and Payments aro made and that I may enroll In the Electronic Federal Tax Payment system WFTPS)to view deposits and payments made on my b~.If line 15 is completed,the reporting agent named above is authorized to sign and file the return indicated,beginning with the quarter or yew indicated.If any starting dates on line 16 are completed,the reporting agent named above is authorized to make deposits and payments beginning with the period indicated.Any authorization granted romaine in elect,until H Is revoked by the taxpayer or remnling agent.I am authorizing the IRS to disclose otherwise confidential tax information to the reporting aWrelatingto the authority granted on line 15 and/or line 16,including disclosures required to process Form 8655.Diselwtxe authority Is affective upon signature of taxxpaand IRS, receipt of Form 8655.The authority granted on Form 8655 will not revoke any Power of Attorney(Form 2848)or Tax Information Authtylzatbn(Form 8821)in affect. I c ey I have the authority to this tam and authorize disclosure of otherwise confidential information on behalf of the taxpayer. Sign Here ' — 0��<\Co �f2c��D( LO Ikql I4 Signature of taxpayer Title ' Date For Privacy Act and Paperwork Reduction Act Notice,a"Instruction. Cal.No.10241 T Form 8655(Rev.a-2014) BANK AUTHORIZATION City of Riverside,Missouri US BANK NA Bank Phone. Routing Number 101000187 Account Number 145591012920 Purposes AutoDebit(Billing) Direct Deposit Net Check Check Payable E-Child Support Payable Tax File/Workers Comp The undersigned depositor(Client)hereby requests and authorizes the above named Bank(s)to honor debits originated by and payable to Paycor In consideration of Bank's compliance with this authorization,Client agrees that Bank's treatment of any charge,and Bank's rights with respect thereto,shall be the same as if the charge were initiated personally by Client,and that if any charge is dishonored,whether with or without cause,Bank shall be under no liability whatsoever. In addition,Client authorizes Paycor to credit the DDA Account when necessary at Paycor's sole discretion,for any refund or credit due to Client. Utilization of Paycor Payment Options Services(including direct deposit,Paycor Official Check and/or paycards)by Client is subject to Paycor's approval of Client's credit As such,this Bank Authorization is considered an application for credit and authorizes Paycor to investigate the credit of Client including vendor references,bank account status and history,and the personal credit of the owner(s)and/or principal(s).All deposits will be debited from the primary bank account withir 5 days of deal acceptance.Deposits will be credited against the client's first invoice. Client Legal Name By Name �Q Q N I�nSCL Title (YVA og— Date Page 1 of 1 Department Use Only FOAW Missouri Department of Revenue (MM/DD/YY) ILE 17 j EE _ 2827�4N f Power of Attorney Taxpayer Missouri1 2 4 1.9 1 31 12 F1 Taxpayer Federal l44 16 J 0 I 0 j 5 8 6 7Tax I.D.Number Employer I.D Numberl rr Taxpayer Social I IIWI(III�'I�I IIA�III�VIII VIII VIII VIII I�IlI VIII IIII I'�I Security Number m 14504010001 All appointed representatives must sign on reverse side of this form. Taxpayer's Name or Business Name City of Riverside, Missouri Spouse's Name ort a dba,state the business name Spouse's Social Security Number Street Address Missouri Charter Number 2950 NW Vivion Road City State Zip Code Telephone Number Riverside MO 64150 (816)741-3993 E-mail Address -- i _ - -- —� Name of Appointed Representative Address Paycor Inc 4811 Montgomery Rd. Cincinnati ON 45212 Telephone Number E-mail Address - (800)381-0053 tax-daily@paycor.corn Name or Appointed Representative Address -- - Telephone Number E-mail Address Name of Appointed Representative Address - Telephone Number E-mail Address Name of Appoirted Representative Address Telephone Number E-mail Address Cigarette or Other Tobacco Products L J Corporation Income and Corporation Franchise Personal Income n Motor Fuel Sales or Use Withholding Other All Tax Periods ❑ Tax Year or Period(s)Only Range of Tax Date of Death(if estate tax) _I _- Tax Period Beginning__ — / to Tax Period Ending All other powers of attorney on 6,9 with the Department shall remain in effect,or l .l By execution of this power of attorney, all earlier powers of attorney on file with the Department are hereby revoked, except the following (specify to whom the power of attorney was granted,date and address,or refer to attached espies of earlier powers of attorney and authorizations) Attach additional forms if needed Under penalties of perjury. I (we)hereby certify that I(we)am(are)the taxpayer(s)named herein or that I have the authority to execute this power of attorney on behalf of the taxpayer(a). me — Title if applicable)------ -- - naMM/DD/YYY ture Date( Y) Taxpaver Telephone Number 0 / 4 / p (816)741-3993 Ne Title(if applicable) - - - Signature Dete(MM/DD/YYYY) Taxpayer Telephone Number 1 / Please consuk Missouri Regulation 12 CSR 10-41.039 for any questions about who may serve as an attomey(s)-in-fad and what additional documentation may be required. I declare that I am aware of Regulation 12 GSR_1041.030 and that I am authorized to represent the taxpayers identified above for the tax matters there specified and that I am one of the following: 1. a member in good standing of the bar, 5. a fiduciary for the taxpayer; 2. a certified public accountant duty qualified to practice: 6. an enrolled agent; 3. an officer of the taxpayer organization, 7. tax preparer,or 4. a full-time employee of the taxpayer: 8. other authorized representative or agent Note:All appointed representatives must sign below. Printed Name of Representative Signature of Representative Date(MM/DD/YYYY) Designation(Please select number from list above) Title(if applicable) ❑ 1 (❑ 2 ❑ 3 ❑ 4 ❑ 5 ❑ 6 ❑ ❑ 8 Printed Name of Representative Signature of Represertative Date(MM/DDNWY) Designation(Please select number from list above) Title(if applicable) ❑ 1 ❑ 2 ❑ 3 ❑ 4 ❑ 5 ❑ 6 ❑ 7 ❑ 8 Printed Name of Representative Signature of Representative Date(MM/DO/YYW) __/ I____ Designation(Please select number from list above) Title(if applicable) ❑ 1 ❑ 2 Cl 3 Cl 4 ❑ 5 ❑ 6 ❑ 7 ❑ 8 Printed Name of Representative Signature of Representative Date(MMIDDNYYY) / f Designation(Please select number from list above) Title(if applicable) ❑ 1 Cl 2 , 3 ❑ 4 ❑ 5 ❑ 6 ❑ 7 (3 8 Mail to: Form 28271Revnxld 11.2016) (Business Tax) (Personal Tax) (Motor Fuel Tax) (Cgarette or Other Tobacco Products Tax) Taxation Division Taxation Division Taxation Divis on Taxation Division P.O.Box 357 P O.Box 2200 P O Box 300 P.O.Box 811 Jefferson City,MO 65105 0357 Jefferson City,MO 65105 2200 Jefferson City,MO 65105-0300 Jefferson City,MO 65105-0811 0 r� Phone: (573)7515880 Phone: (573)751-3505 Phone: (573)751-2611 Phone: (573)751-7163 Fax: (573)522-1722 Fax: (573)751-2195 Fax;(573)SV-1720 Fax: (573)522-1720 T E-rrwM: badnesstexrnI%terQftr,tlo,Q9v E-mail: incpntApr.mg.Qov E-mall: e14Gise@Qpfmg.gov E-mail: excifeQdor.mo.gov O Visit h!ltt;lld0.c.MQ.9_9y1 for additional information. 14504020001 DIVISION OF EMPLOYMENT MISSOURI DEPARTMENT OF LABOR AND INDUS TRIAL RELATIONS SECURITY POWER OF ATTORNEY 1. Business 11'axpayer Name City of Riverside,Missouri Address City Statc ZIP Curie 2950 NW Vivion Road Riverside MO 64150 Phone Number FE(N Ui Tax Number (816)741-3993 446005867 Applied For 1111r- 11. Does Hereby Appoint Name ofAppointcd Representative Phone Number Paycor Inc (800)381-0053 Address City State ZIP Code 4811 Montgomery Rd. Cincinnati OH 45212 as attomey(s)-in-fact to represent taxpayer before the Missouri Division of Employment Security with respect to the following Unemployment Insurance maticr(s): Type of Representation(check one) ❑UI Tax and Claim Matters UI Tax Only ❑UI Claim Only Change employer's official mailing address to that of appointed representative for(check all that apply): ❑UI Tax Matters ❑UI Claim Matters This authorization supersedes and revokes any prior power of attorney or authorization on file with the Missouri Division of Employment Security relating to the subject matter hereof. The authorization does not apply to the Division of Employmcnl Security appeals process. Ill. Signature of Business Representati%e/l'expaver Name(printed) Title Signature Date IV. Signature of Appointed Representative Name(prinled) Title Director of Tax Director of Tax Signature ti. Date N,. %fail or fax completed form to: Missouri Division of Employment Security Atrn, Liability Unit P.O. Box 59 Jefferson City,MO 65104-0059 Fax Number:573-751-7483 IMPORTANT.If needed.ca11573-751-3340.fiw"cisunue in dee translation and urrdervundinb of the iaJnrnwtiun in this doruinent. ;IMPORTANTE::Si es neresario, flame u/573-751-3340 para arfsrencia en la b•rklurci6st y errrendintiento de la inJornraci6n en eve docnmenro. 'Wissuurf Division uj En1pluyrrrenr Security is an equal opporprniry emptuyer/prograw.Auxi irrry aids and servires air available upon request!rr individuals with t1h abilities. TDD/TTY.-800-735-2966 Retar MINSarrrf 7// -MODFS4444(05-16)At Cont. Workers Compensation Paycor Calc and File Service Client-#-- Federal ID# Policy Number -- — — 446005867 --- CLIENT LEGAL NAME City of Riverside,Missouri INSURANCE CARRIER or AGENT This Supplemental Agreement for workers' compensation service("Supplemental Agreement")is a supplemental agreement to the Client Services Agreement originally executed between Client and Paycor, Inc. ("Paycor" and "You"). The worker's compensation service described below ("Service") is subject to the terms and conditions of the Client Services Agreement, the Paycor Services Terms and Conditions,and any duly executed amendments or additional supplemental agreements. Paycor will calculate workers'compensation premiums("Premiums")for Client's employees for the applicable state based on the NCCI manual classification(s)as provided by Client and file and pay these Premiums timely on Client's behalf to the Ohio Bureau of Workers' Compensation ("OBWC") or applicable insurance carrier ("Insurance Carrier"). Client will supply to Paycor accurate and complete data, including NCCI manual classifications and Premium rates issued by the OBWC or Insurance Carrier, necessary for the timely performance of the Service. Client will check and verify,for each pay period,the accuracy of employee NCCI classifications and all Premiums. Client agrees to immediately notify Paycor of any errors or changes in rates. Client shall indemnify, and hold harmless Paycor from and against any and all liability (i) for any errors resulting from inaccurate data supplied by Client;(ii)arising from the use of data supplied by Client in connection with performance of any services on behalf of Client regardless of whether such data is accurate or inaccurate; (iii) arising from Client's failure to timely and fully review reports; and/or (iv) that, had Client reviewed its reports as required hereunder, could have been discovered and corrected by Paycor. If Paycor notices any potential inaccuracy, Paycor will attempt to advise Client of the same. However, Paycor is not liable for any failure to notify and/or failure to advise Client of inaccuracies.Client will have no obligation to indemnify Paycor if the liability arises solely and exclusively from Paycor's negligence or error. Client will maintain sufficient funds in its bank account to cover any direct-debit of Premiums and applicable Service Fees. Client agrees to indemnify and hold Paycor harmless from any and all liability resulting from any lack of sufficient funds in Client's bank account. Disclaimer: The above-described Service includes the option for the Client to calculate premiums per applicable state payroll guidelines. Client is responsible for understanding the state guidelines, including without limitation those governing proper classification of employees under assigned NCCI manual classifications. Paycor assumes no responsibility or liability for Client's improper NCCI classification of employees or Client's incorrect calculation of Premiums. OHIO CLIENTS: Paycor requires You to sign and deliver form AC-2, which allows Paycor to act as risk-management representative,on behalf of the client(see attached AC-2). WC-2015.09-08 Page 1 of 2 [ "V- Workers Compensation 1 aycor Calc and File Service The parties agree that this Addendum shall be considered a Supplemental Agreement as contemplated in the Agreement and the Terms and Conditions shall be binding upon the parties. Except as modified herein,the Agreement and the Terms and Conditions remain unchanged. In the event of any conflict between the provisions of the Agreement and Terms and Conditions and the terms of this Addendum,the terms and conditions of this Addendum shall prevail and control. I understand that this authorization does not absolve me as the Employer covered by OBWC or Insurance Carrier of the responsibility to ensure that all Premiums a filed and paid accurately and on time. CLIENT Authorized Signature: _ Date: L� '/ /_ CLIENT Authorized Name: , CLIENT Authorized Title: Please attach a copy of most current OBWC Payroll Report(OH)or Net Rate Sheet(Non-0H),if applicable wC•2015.09.08 Page 2 of 2 SUPPLEMENTAL AGREEMENT FOR ACA IRS FILING SERVICES This Supplemental Agreement for Affordable Care Act ("ACA") IRS Filing Services ("Supplemental Agreement') is a supplemental agreement to the Client Services Agreement executed between Client and Paycor, Inc. ("Paycor") (the "Agreement"). Paycor,Inc.shall provide Client with ACA IRS Filing Services("ACA Services")as Client may request from time to time and such services shall be considered part of the Paycor Services. All references hereunder to "Client" shall refer to Client and its affiliates that are receiving Paycor Services,as noted in the Agreement. 1.PAYCOR RESPONSIBILITIES.Paycor will(i)provide Client access to the ACA Portal for data entry and validation for as long as Client subscribes to the ACA Services; (ii)aggregate Client data available in Paycor's payroll, HR,and other systems("Paycor Systems") with Client data entered directly by Client into the ACA Portal(imported data must be in the format specified by Paycor);(iii)inform Client of required data Paycor believes to be missing from the aggregated data;(iv)provide Client the ability to verify aggregated data used for the filing and/or distribution of IRS forms 1094-C,Transmittal of Employer-Provided Health insurance Offer and Coverage Information Return, and 1095-C, Employer-Provided Health Insurance Offer and Coverage;(v) prepare,file and distribute a single IRS form 1094-C per federal Employer Identification Number to the IRS on behalf of Client; (v)provide a copy of IRS form 1094-C to Client;(vii)provide forms 1095-C to Client for distribution to Client's employees;and (viii)assist Client in the resolution of IRS notices related to the ACA Services provided by Paycor. 2. CLIENT ACKNOWLEDGEMENTS. Client acknowledges and agrees that: (1) Paycor is not rendering legal, tax, benefit, accounting or investment advice in connection with providing any of the Paycor Services;(2)Paycor shall not be deemed to be a fiduciary of Client for any purpose;and(3)Paycor shall not be deemed the employer or a joint employer of Client's employees for any purpose. Paycor Services are designed to assist Client in complying with its applicable legal and regulatory responsibilities.Nevertheless, Client,and not Paycor,will be responsible for(i)compliance by Client with all laws and governmental regulations affecting its business;and(ii)any use Client may make of the Paycor Services to assist in complying with such laws and regulations. Client further acknowledges that(a)the ACA Services provided by Paycor rely upon data provided by Client to Paycor and that such Client specific data may not reside in Paycor Systems;(b)the ACA Services provided by Paycor are not intended to fulfill all Client responsibilities and requirements under the Patient Protection and Affordable Care Act ("PPACA"); (c) Paycor's ACA Services do not include preparation of forms 1094-9 and 1095-8; and (d)Client must subscribe to Paycor's services through December 31 in order for Paycor to prepare forms 1094-C and 1095-C. 3.CLIENT RESPONSIBILITIES.Client acknowledges that(i)Client is responsible for the accuracy of the data provided to Paycor; (ii)Client is responsible for timely verifying the reports and forms compiled or created by Paycor in the performance of the ACA Services; (iii)Client,and not Paycor is responsible for Client's compliance with any and all provisions of the Employer Shared Responsibility("ESR")provisions of PPACA; (iv)Client, and not Paycor, shall be responsible for any penalties,interest and or fines resulting from Client's non-compliance with the ESR provisions of the PPACA except for those penalties,interest and/or fines that are the direct result of Paycor's errors or omissions in providing ACA Services;and(v)Client shall indemnify and hold Paycor harmless from and against any and all loss of any kind arising as a result of any action taken or not taken by Paycor,its agents and employees in connection with the ACA Services except that Client will have no obligation to indemnify Paycor if the liability arises from Paycor's negligence,error,or willful misconduct. Page 1 of 2 d 4.EFFECT OF THIS AGREEMENT.The parties agree that this Supplemental Agreement as contemplated in the Agreement and the Terms and Conditions shall be binding upon the parties. Paycor,Inc' `' ' Client: City of Riverside,Miss u By: �/j(/�,Gov' By _+/ ' e6-a� Na �Q S6►Y1 I!�2�W�'� �r/—�vt Nam : t pp Title: /� L` Yt 4�('Z' Title: Date: Date: Revised 09-30-2015 Page 2 of 2