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HomeMy WebLinkAboutLicense Services Agreement - AccordWare LLC - Benefit Website for City of South Bend Employees0trti 1316 COUNTY -CITY BuiLDIN G PHONE 574/235-9251 227 W. JEFFERSON BouLEVARD FAX 574/ 235-9171 SOUM BEND. INDIANA 46601-1830 CITY OF SOUTH BEND PETE BUTTIGIEG, MAYOR BOARD, OF PUBLIC WORKS December 21, 2017 Matthew Czmer AccordWare, LLC 2250 Butterfield Drive, Suite 230 Troy, MI 48084 RE: License Services Agreement Dear Mr. Czmer: The Board of Public Works, at its meeting held on December 21, 2017, approved the above referenced agreement for the benefit website for City of South Bend employees in the amount of $50,400. Enclosed please find a copy of the agreement for your records. If you have any further questions regarding this matter, please call this office at (574) 235- 9251. Sincerely, Linda M. Mal tin, Clerk Enclosure C' Jeri Hockenhull, Administration & Finance Lyra Clarl<, Human Resources Tierra Davis, Human Resources GAIzy A. GILO'r S(JZANNA M, FRITZBFRO ELAZABETij A. MARAM DAME A. MuE1,LER Tlil: RESE J. DORM) License and Services Agreement This License and Services Agreement (including all attachments hereto), (collectively, the "Agreement"), is between AccordWare LLC ("Service Company") whose address is 2250 Butterfield Drive, Suite 230, Troy, MI 48084 and The City of South Bend Indiana ("Client") whose address is 227 W. Jefferson Blvd, South Bend IN 46601. The terms of this Agreement shall apply to all licenses and services provided by AccordWare LLC under this Agreement (including any amendments and attachments). This Agreement is effective as of the date set forth in the Order Form (the "Agreement Effective Date"). Service Company and Client agree as follows: 1:. DEFINITIONS. 1.1 "Application Software" means the BenXpress proprietary Application Software listed on an Order Form. 1.2 "Client Services" or "Services" means any services listed in this Agreement or the Order Form. 1.3 "Customizations" means any customizations developed for Client by Service Company that are listed in Exhibit A and/or on an Order Form. 1.4 "Licensed User" means an individual who may access and use the Application Software, as set forth on the attached Order Form. In the event that Client's use exceeds the number of Licensed Users set forth on the attached Order Form, Client shall pay to Service Company additional license fees at the rate set forth on the Order Forrn. 1.5 "Order Fornr" means the form for ordering Software, Maintenance, Customizations and Client Services from Service Company under this Agreement which shall be executed by an authorized representative of both parties. Additional Order Forms may be added from time to time. The effective date of an Order Form is the date set forth on the applicable Order Form ( "Order Form Effective Date "). 1.6 "Software " means the BenXpress Application Software and the Customizations as identified on an Order Form. 2. LICENSE. 2.1 License for Application Software and Customizations. Upon payment of applicable license fees as set forth in an Order Form, Service Company grants to Client a non-exclusive, limited license to use the Application Software and the Customizations listed on the Order Form in the United States, solely for Client's internal business, in accordance with the terms and conditions set forth herein and in the Order Form, 2.2 Service Company will make the Software available to Licensed Users through the Internet at a URL to be determined by Client and Service Company. The Software shall only be accessible to Licensed Users with a unique username and password. More than one individual may not use the same password and/or login. 2.3 Disassembly, Reverse Engineering, and Use Restrictions. Service Company and/or its licensors shall retain all title, copyright and other proprietary rights in the Application Software and Customizations; provided, however, that Service Company and/or its licensors shall not acquire any rights in Clients' proprietary information that may be provided by Client and incorporated into any Customization at Client's request. Client does not acquire any rights, express or implied, in the Software, other than those specified in this Agreement, Client acknowledges that the Software contains trade secrets and Confidential Information of Service Company and/or its licensors. Client agrees (1) not to permit unauthorized third parties to access or use the Software; (2) not to cause or permit the reverse engineering or disassembly or decompilation or translation into human -readable form of the Software (or any portion thereof); and (3) not to copy any part of the Software or its documentation. Client may not rent, lease, sub -license, lend or transfer such Software. 3. SERVICES. 3.1 Service Company will provide Customizations and Client Services agreed to by the parties under the terms of this Agreement and in accordance with the terms set forth in the applicable Order Form for such Customizations and Client Services. Client agrees to provide Service Company with certain assistance or materials in connection with Customizations requested by Client, including, without limitation, photographs, graphics, audio and written content, logos and other assistance and materials reasonably requested by Service Company. Service Company will provide Client with Client Services necessary to make the BenXpress website available to Client's Licensed Users and reasonable instructional assistance to Client's training manager or other designated person responsible for administration, access and use by Licensed Users of the Software. 4. SOFTWARE MAINTENANCE AND SUPPORT. 4.1 Software Maintenance, Service Company will work to correct errors in the Software in accordance with the Service Company then -current maintenance policies. Service Company agrees to offer such maintenance free of charge throughout the term of this Agreement. Such maintenance shall also include updates that Service Company makes available to its Clients generally at no charge. Maintenance shall not, however, include new versions or functionalities of the Software for which Service Company charges an additional fee to its Clients generally. COSB Agreement Confidential Page 1 of 10 4.2 Support. Service Company shall provide the Client Support Services set out in Exhibits A and B. 4.3 Sofhvare Changes and Updates. Service Company shall make available or provide updates for the Application Software as required in the Service Company's reasonable judgment to maintain the accuracy of the Application Software in light of changes in the applicable law. Service Company hereby reserves the right to change any aspect of the information forming a part of the Application Software at any time, including any features, functionality, database or other content, provided, however, that Service Company will not suspend or discontinue use of the Application Software during the tern of any license granted hereunder except in the event of a breach of this Agreement by Client. Service Company may also impose certain limitations upon certain features or restrict Client's access to portions of the Software without liability; provided, however, that Service Company has provided written or electronic notice of any changes or updates to the Software within 10 business days prior to such changes or updates taking effect. 5. PAYMENT. 5.1 Invoicing and Payment. Unless otherwise stated in an applicable Order Form, Client will be invoiced on the first day of each month for all License, Maintenance and Support Fees due that month. Such fees will be due and payable within 30 days after receipt of said invoices. Implementation, Customization and Annual Base Management fees, if any, shall be due within 30 days after receipt of invoices for said fees. Client agrees to reimburse Service Company for all pre - approved out-of-pocket expenses incurred in performing its obligations hereunder, including, without limitation, approved mailing, marketing, employee cornmunications and travel expenses. 5.2 Late Payment. Client's failure to pay any invoice within 10 business days of the due date for the applicable invoice shall be a breach of the Agreement and Service Company shall have the right to discontinue providing services until such unpaid invoices are paid in full. 5.3 Taxes. The fees and rates listed in this Agreement do not include taxes. If Service Company is required to assess or pay taxes on the licenses or services provided hereunder, or on any transactions hereunder, then such taxes shall be billed to and paid by Client. This section shall not apply to taxes based on Service Company's income. 6. CONFIDENTIALITY. 6.1 Definition. "Confidential Information " means all information disclosed by Client or Service Company relating to the Software, Customizations and any business terns of The Service Company relationship with Client including but not limited to pricing, functionalities, specifications, responses to requests for information, the terms of this Agreement, and all other information identified in writing by Service Company as confidential; and in the case of Client, all information relating to Client's employees and consultants (including but not limited to protected health information, as more fully described below), course results, and all other information identified by Client in writing as confidential. Information that is required to be disclosed by law or judicial order, may be disclosed provided that prior written notice of such required disclosure is furnished to the party owning such Confidential Information as soon as practicable. 6.2 Obligations of Confidentiality. Each party to this Agreement agrees to treat as strictly confidential the "Confidential Information " of the other party received under this Agreement. Each party shall use the Confidential Information of the other party only to perform its obligations under this Agreement and will disclose such Confidential Information within its organization only to those of its employees who need to know the Confidential Information in order to perform such party's obligations under this Agreement. Notwithstanding the foregoing, Service Company may disclose Client's Confidential Information to third parties to the extent necessary to assist Service Company with performance of its obligations under this Agreement, provided that such third parties are subject to appropriate confidentiality obligations. 6.3 Information Not Subject to Confidentiality Requirements. The following information will not be subject to Section 6.2: (a) information that is in the public domain or that enters the public domain through no fault of the party obligated to keep the information confidential (the "Receiving Party'); (b) information independently developed by the Receiving Party, without any use of information disclosed by the other party; (c) information rightfully disclosed to the Receiving Party by a third party without continuing restrictions on its use; (d) information known to the Receiving Party prior to the Agreement Effective Date which was not obtained from the disclosing party to this Agreement; and (e) information that is required to be disclosed by law or judicial order, provided that prior written notice of such required disclosure is furnished to the party owning such Confidential Information as soon as practicable in order to afford such party an opportunity to seek a protective order and that if such order cannot be obtained disclosure may be made without liability, but only to the least extent required to comply with such law or order. 6A Confidentiality of Health Information. Service Company acknowledges that by reason of the nature of the services to be provided, Service Company and its personnel may become acquainted with Protected Health Information ("PHI") of Client's employees and all such data will be held in strict confidence. No private health information will be given to Client except in the form of aggregate data. Except as required by legal process or permitted under the Health Insurance Portability and Accountability Act ("HIPAA") Privacy and Security Rules (hereinafter defined), PHI shall not be disclosed to unauthorized third patties by Service Company. Service Company agrees that it will use such information provided by Client solely in providing the Services and will not disclose, divulge, discuss, disseminate, COSB Agreement Confidential Page 2 of 10 copy or otherwise use or cause to be used any of Client's information, including but not limited to employee PHI, except as required in performing the Set -vices or as required by legal process or permitted under the HIPAA Privacy and Security Rules (hereinafter defined). In the course of providing Services, Client recognizes that Service Company may provide information to third parties, with whom Service Company has contracts to provide services under this Agreement and that the disclosure of such information to such third parties shall not constitute a breach of this Section 6; provided, however, Service Company shall protect PHI in accordance with the provisions of law, including but not limited to, HIPAA, as set forth more fully in Paragraph 6.5 below. 6.5 HIPAA Requirements. Client and Service Company shall carry out their obligations under this Agreement in full compliance, to the extent the same may be applicable to there, with HIPAA and all security and privacy regulations issued thereunder, as amended, modified, or supplemented by the Health Information Technology for Economic and Clinical Health Act of 2009 ("HITECH") and regulations issued thereunder, and as the same may be amended and in effect from time to time during the term of this Agreement (collectively referred to as the "HIPAA Privacy and Security Rules") and all other applicable State and U.S. Federal laws and regulations pertaining to the confidentiality of health information. The Parties will implement appropriate safeguards to prevent use or disclosure of PHI and will implement administrative, physical, and technical safeguards that reasonably and appropriately protect the confidentiality, integrity, and availability of any electronic PHI that it creates, receives, maintains, or transmits. Client represents that it has obtained, or will obtain prior to the commencement of this Agreement, all consents and authorizations necessary for Client to disclose PHI to Service Company. Client further represents that it is solely responsible for obtaining all such consents and disclosures and any information disclosed to Service Company by Client will be subject to an effective and valid consent or authorization and in accordance with the HIPAA Privacy and Security Rules. Service Company will use and/or disclose PHI only to the extent necessary in furtherance of its obligations and duties under this Agreement, inclusive of provision of data aggregation set -vices, and as authorized and permitted by the HIPAA Privacy and Security Rules or other applicable law or as authorized by Client. Upon termination of this Agreement, or upon request of Client, whichever occurs first, if feasible, Service Company will return or destroy all PHI received from or created or received by Service Company on behalf of Client that Service Company still maintains in any form and retain no copies of such information, or if such return or destruction is not feasible, Service Company will extend the protections provided for hereunder to the information and limit fw•ther uses and disclosures to those purposes that make the return or destruction of the information not feasible. 7. Representations; Remedies; Indemnification And Limitations 7.1 Representations & Warranties. Service Company represents and warrants to Client that; (a) All Customizations and Client Service performed under this Agreement shall be performed in a workmanlike manner in accordance with industry standards. (b) The Software shall typically be accessible to Licensed Users through the Internet at a URL to be determined by Client and Service Company at all times during the terra of this Agreement except for scheduled or emergency maintenance periods, required repairs and loss or interruption of services due to causes beyond the control of Company or which are not reasonably foreseeable by Company, including, but not limited to, interruption or failure of telecommunication or digital transmission links and Internet slow -downs or failures, Company shall provide Client reasonable advance notice of all scheduled maintenance periods. Company will use due diligence and commercially reasonable best efforts in determining the source of and in fixing or repairing unscheduled interruptions to the availability of the Software to Licensed Users. 7.2 Warranty Limitation. The warranties set forth in this Agreement will not apply if (i) the Software is used other than in accordance with The Company instructions; (ii) the Software is altered, modified or converted by Client or any third party; (iii) the operation of the Software is affected by a malfunction in any of Client's hardware, services or software not provided by Company; (iv) any other cause Within the control of Client results in the Software becoming inoperative; or (v) Client materially breaches this Agreement and fails to cure such breach within thirty (30) calendar days of the date of notice of such breach. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED ABOVE, THE CLIENT SERVICES AND ALL SOFTWARE ARE PROVIDED "AS IS," AND WITHOUT WARRANTY OF ANY KIND, INCLUDING THE IMPLIED WARRANTIES OF NONINFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, 8. Li-mITATION OF LL BILITY The Company cumulative liability to Client for any and all proven, direct and foreseeable damages related to the Software, the services provided or to be provided hereunder, or otherwise arising out of this Agreement shall not exceed the total amount of license fees paid by Client to Company under this Agreement for the Software causing the damages. NOTWITHSTANDING ANY OTHER PROVISION TO THE CONTRARY IN THIS AGREEMENT, COMPANY WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, WHETHER FORESEEABLE OR UNFORESEEABLE, AND WHETHER OR NOT SERVICE COMPANY WAS NOTIFIED OF THE POSSIBILITY OF THE SAME, ARISING OUT OF THIS AGREEMENT. Client acknowledges that the exclusion and limitation of remedies provided under this Agreement are neither unreasonable nor unconscionable and if Company and/or its licensors' liability COSB Agreement Confidential Page 3 of 10 had not been so limited, the fees charged to Client hereunder would have been substantially higher. 9. TERM AND TERMINATION 9.1 Term. This Agreement will commence on the Effective Date and will remain in effect for the period specified in an Order Form or until terminated as set forth below: (a) Termination for Cause. Either party will have the right to terminate this Agreement if the other party breaches any material provision of this Agreement and fails to make substantial progress to cure such breach within thirty (30) calendar days after receipt of written notice of the breach from the non -breaching party. (b) Effect of Termination for Cause. Upon Client's termination of this Agreement for cause, Client will be responsible for and will pay Company for all license and Client Services fees and expenses incurred up to the effective date of such termination, as set forth on any Order Form, Upon The Company termination of this Agreement for cause, the license to use the Software as set forth in Section 2 of this Agreement will immediately terminate and Client will be responsible for and will pay Company for all license and Client Services fees and expenses incurred up to the effective date of such termination, as set forth on any Order Form. Upon termination by Company, Client shall immediately return all copies of the Software to Company. 10. MISCELLANEOUS 10.1 Notices. All notices given hereunder shall be proper if delivered by any of the following methods: (a) by hand delivery, (b) by certified U.S. mail, return receipt requested, postage prepaid, (c) by overnight courier, or (d) by confirmed electronic mail ("E-niail"), in each case directed to the persons and at the addresses listed below, which persons or address may be changed by written notification. All notices shall be deemed received as follows: (a) if hand -delivered, on the date of delivery, (b) if mailed, on the date of receipt appearing on the return receipt card, (c) if sent by overnight courier, on the date receipt is confirmed by such courier service, or (d) if sent by E-mail, twenty-four (24) hours after the message was sent, provided that any notice relating to a default or claim of default under this Agreement that is sent by E-mail, must also be sent by one of the other methods described above. All notices for Service Company shall be addressed and delivered to: AccordWare, LLC 2250 Butterfield Drive, Suite 230 Troy, MI 48084 248-822-7777 (phone) 248-822-7377 (fax) E-Mail: mezmer@accordware.com it to urent, a[i notices snail be addressed and delivered to: ATTN: Tierra Davis The City of South Bend 227 West Jefferson Blvd. South Bend, IN 46601 (574) 235 5510 E-Mail: tdavis@soutlrbendin.gov j 10.2 Entire Agreement Each party acknowledges that it has read this Agreement, understands it, and agrees to be bound by its terms. The parties further agree that this Agreement, together with all Order Forms and amendments hereto, is the complete and exclusive statement of the agreement of the parties with respect to the subject matter of this Agreement and that it supersedes and merges all prior proposals, understandings, and agreements, whether oral or written, between the parties with respect to such subject matter. To the extent there is any conflict or inconsistency between the terms of the body of this Agreement and those of an Order Form, the terms of the Order Form shall control. This Agreement may not be modified except by a written instrument duly executed by the parties hereto. 10.3 No Waiver. No delay or failure by either party to exercise any right hereunder shall constitute a waiver of such right or of any other rights hereunder, 10.4 Force Majeure. Neither party shall be deemed in default of this Agreement to the extent that performance of its obligations are delayed or prevented by reason of any act of God, war, terrorism, fire, explosion, flood, act of government or any act or omission of a third party over whom the party invoking this clause exercises no control (contractually or otherwise), including, but not limited to, telecommunications carriers and utilities or any other matter beyond its reasonable control ("Force Majeure"), provided that the party invoking this clause gives the other party prompt written notice thereof when such event of Force Majeure becomes known to it. Notwithstanding anything to the contrary set forth herein, neither party's failure or inability to perform shall be excused to the extent caused by the nonperforming party's independent acts or omission. 10.5 Relationship of the Parties. Nothing in this Agreement shall be construed to create a partnership, agency relationship, or joint venture between the parties hereto. Service Company is acting as an independent contractor and not as an employee or agent of Client. 10.6 Sravival of Rights and Obligations. The rights and obligations of the parties contained in Sections 2.3, 6, 8 and 9 will survive any termination of this Agreement. 10.7 Compliance with Laws. To its best knowledge, each party is currently in compliance with and shall continue throughout the term of this Agreement to comply with any laws and regulations material to its business, including but not limited to HIPAA, HITECH, and the Employee Retirement Income Security Act, 29 U.S.C. § 1001 et seq. ("ERISA"). For COSI3 Agreement Confidential Page 4 of 10 any business for a self -insured Sponsor which is subject to the provisions of the ERISA, Client shall ensure that its activities in regard to those Plans are in compliance with ERISA. Each party shall be responsible for interfacing with regulatory authorities on matters relating to compliance with laws or regulations which are directly applicable to its business, including matters related to licenses necessary for each party to operate its business, though each party shall cooperate with the other in resolving any regulatory matters relating to this Agreement. Each party to this Agreement shall notify all other parties to this Agreement upon becoming aware of any change in law or regulation applicable to Client, an Administrator or Sponsor that is likely to impact the provision of services in connection with this Agreement. Client acknowledges and agrees that Company does not act as a fiduciary of a Plan for purposes of ERISA by providing any of the Services, or any other cost -containment function, described in this Agreement. 10.8 Severability. If any provision of this Agreement is held to be unenforceable for any reason, it shall be adjusted rather than voided, if possible, in order to achieve the intent of the parties to this Agreement to the fullest extent possible. In any event, all other provisions of this Agreement shall be deemed valid and enforceable to the fullest extent possible in accordance with their terms. 10.9 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Indiana. 10.10 Allocation of Risk. The parties acknowledge and agree that the Company prices and terms of Agreement are in reliance upon the limitations of liability specified herein, which allocate the risk between Company and Client, 10.11 Attorney Fees. The parties agree that in the event of any breach or alleged breach of this Agreement, each party will pay their own attorney and expert fees. 10.12 No Legal or Health Advice, Company is in the business of providing computer -based benefits administration services. Company does not, and is not in the business of, providing legal, financial or medical services or advice. Moreover, Client acknowledges that it has been advised to consult with its legal and/or medical counsels, including, without limitation, with respect to matters involving employment law and personnel policies and practices prior to use of the Software, and that Company shall have no liability, express or implied, related to the content in the Software. 10.13 Data Ownership. Client is the owner of all employee data collected in the course of Services provided. Service Company will continue to protect the data as set forth in this Agreement and the Business Associate Agreement between the parties. Upon termination of this Agreement, Service Company will transfer a copy of all collected employee data to a vendor chosen by Client or to Client directly at no additional cost using existing BenXpress Data reporting formats. Client may elect to receive employee data in customized reporting formats with an agreed upon fee paid 50% in advance and 50% upon delivery of reporting data. 10.14 Data Retention Policy. Company, in its capacity as a Business Associate and otherwise, will receive and maintain individual identified information, which may or may not constitute Protected Health Information (PHI). Client acknowledges that Company will retain and maintain individual identified information and PHI as follows: a) During the Term of this Agreement. Throughout the term of this Agreement, Company will retain in its data storage system all individual identifiable information, whether PHI or not ("Individual Participant Data"), for as long as it may be necessary for the proper management and administration of its Iegal responsibilities to Client, including but not limited to tax information reporting or audit requirements applicable to Client, Client's Plan, or the individual to whom the data pertains. At such time as Individual Participant Data is no longer necessary for the proper management and administration of its legal responsibilities to Client or the individual to whom the data pertains, Company will expunge all such Individual Participant Data fiom its systems. b) Following Termination of this Agreement. Company, as a Business Associate, will retain PHI and Individual Participant Data which is necessary for Company to continue its proper management and administration responsibilities or to carry out its legal responsibilities for twelve (12) months following termination of this Agreement, at which point all Individual Participant Data will be fully de -identified and there after used for data aggregation purposes or destroyed, at Company's sole discretion. COSB Agreement Confidential Page 5 of 10 AGREED TO BY AGREED TO BY: The City of South. Bend, Indiana AccordWare, LLC By: By Name: d pt Name: Matthew C. Czmer Title: " t " r G 17" „' �' Title; Member Date: % mate: December 11, 2017 COSB Agreement Confidential Page 6 of 10 ORDER FORM No., I for The City of South Bend, Indiana This order form, effective January 1, 2018 (tile "Order Form Effective Date") is an addendum to, and constitutes a part of, the License and Services Agreement between Service Company and Client dated December 11, 2018. By this Order Form, Client purchases the following: LICENSE, MAINTENANCE, AND SUPPORT FEES Est. Total Monthly Monthly License, License, Client Service &/or Approximate Maintenance Maintenance linplententation Application SoftwaYe Number of Eligible and Support Fees and Support Fees or Other One Annual Base Title Employees* (PEPM) Fees Thne Fees Renewal Fee Benefits Open Enrollment and 1,200 $3.50 $4,200.00 $0 $0 Administration Services * These numbers represent the current number of Client's employees as of the date of this Agreement. On or about the I' of each month, Service Company will generate a count of benefits eligible employees from the BenXpress enrollment system as of that date. Client's Total Monthly License, Maintenance and Support Fees will be determined by multiplying the number of employees by the PEPM License, Maintenance and Support Fee. Thus, the amount Client will be charged monthly will vary based upon the actual number of employees and may be more or less than the numbers indicated in the table above. ADDITIONAL TERMS L Billing. Billing of the Monthly License, Maintenance and Support Fees detailed in this Order Form will commence on January 1, 2018, I Term. This Agreement shall commence on the Order Form Effective Date and shall continue through December 31, 2019 ("Full Agreement Term"). This agreement will automatically renew additional I year periods unless either party provides tile other party with 90 days prior written notice of its intent to terminate prior to the end of the applicable term. 3. Licensed Users, The total number of user identification numbers and passwords to be issued to Licensee will be based upon the actual number of benefit eligible employees and authorized administrators. 4. Changes in Fees and Rates. Service Company agrees to honor the fees and rates provided in this Order Form through December 31, 2017, Company reserves the right to modify said fees, and rates if this Agreement and Order Form have not been executed by Client by said date. S. Client Service, Customization Fees shall be provided as set forth in Exhibit A, if applicable, C. Proiect Contacts. Send Invoice To: Tierra Davis tddavis@southbendin,gov (574) 235-5510 AccordWare Client Account Manager Brigette Heck blieck @)accordwarexom 248-822-7777 ext. 4009 248-822-7377 (fax) Miscellaneous. Any printed and mailed conurtunications will be quoted and billed to Client on an as needed basis. Design and development of standard Service Company communication material is included in the above quoted fees. Any pre -approved travel expenses will be billed to Client. Customization beyond the standard allowable custornization will be billed at an hourly rate of $150/hour. COSB Order Form 1 Confidential Page 7 of 10 WorksiteNolutitary Benefits (VB): Future implementation of worksite/voluntary benefits may incur the following fees: $250.00 build fee for (Accident, Hospital Indemnity, Critical Illness, Supplemental Disability), $750.00 build fee (Whole Life-Unurn Only)�, and a $0.25 PEPM fee for ongoing administration of these benefits, The parties have caused this Order Form to be executed by their duly authorized representatives as of the date last signed below. Tm CITY OF SOUTH BEND, INDIANA AccoRDWARF. LLC By: Name: Title: Date: By Name: Matthew C. Czmer Title: Member Date: December 11, 2017 COSB Order Form 1 Confidential Page 8 of 10 EXHIBIT A Client Setup, Delivery, and Client Support Services Specification Optional Services initial all that apply) One Time Fees None anticipated COSB Order Form 1 Confidential Page 9 of 10 W ltalwIIB Online Benefits Enrollment and Administration Services The following items detail each of the actions to be completed in the management and administration of the benefits program enrollment process for Client, • Communicate with Client's enrollment team to detail and confirm; o The annual enrollment process desired n Each task to be completed o Assign task responsibilities to the most appropriate parties, and o Develop work schedules. • Communicate with Client's enrollment team to review the benefits plan design, eligibility, design variations, costs, and employee/employer pricing. • Prepare the necessary plan specification documents. • Establish data reporting/EDI requirements and processes between Client administrative systems (Benefits management, Payroll, and Human Resource Information System) and BenXpress administrative system. • Establish data reporting/EDI requirements and processes between insurance providers and/or third party administrators and BenXpress administrative system. • Communicate with Client to establish ongoing administrative processes to be performed upon completion of the annual enrollment process, including: o Employee additions, terminations, transfers, leaves -of absence, employment status changes, and changes in family status o Ongoing eligibility and participation reporting o New hire enrollment processes • Establish Client benefits program configuration on BenXpress administrative system in accordance with the plan design, eligibility, rates, pricing, and plan parameters for each benefit, as defined by the agreed - upon specification documents. • Document all administrative work flow and reporting processes to be completed by AccordWare LLC. • Perform testing and auditing of administrative system functions and reports. Provide reports to Client for internal audit. • Update employee database on BenXpress administrative system and obtain written confirmation from Client of the accuracy of employee data. • Finalize all data on BenXpress administrative system and obtain written confirmation fiom Client of the accuracy of employee data. • Finalize all data on BenXpress administrative system following any final adjustments from Client. • Generate plan enrollment forms/worksheets in PDF format, including the desired personalized messages and required employee price tags/contributions for each eligible employee for each eligible benefit option, including voluntary benefits. • Process via BenXpress web enrollment system, all employee election data. • Upon Client's request, generate a PDF confirmation statement for each employee that identifies and confirms the benefit elections for the plan year — including default benefits. • Provide Client payroll systems/HRIS with test data file(s) to validate all required payroll data is properly formatted. • Provide final data file of election results for payroll/IIRIS. • Upon Client's request, produce a series of employee election results reports, including: o Benefit Coverage Reports (the benefit option coverage selected by each employee per benefit) o Demographic Reports • Provide Client with eligibility/participation reports/files for insurance providers and/or third patty administrators, as appropriate. COSB Order Form I Confidential Page 10 of 10 M BOARD OF PU13LIC WORKS AGENDA ITEM REVIEW REQUEST FORM 12/19/17 Jeri Hockenhull Department A/F BPW Date 12/21/17 Phone Extension 9822 Legal Attorney Name Stephanie Steele Controller review is required for all Contracts $5,000.00 or more Controller and greater than one year in length per the City Purchasing Policy Purchasing UI Agreement X Contract H Proposal Ll Addendum Z Professional Services F-1 Amendment F-1 Bid Opening El Bid Award F1 Req. to Advertise El Title Sheet n Quote Opening El Quote Award El Chg Order No. n C/O & PCA No. ❑ PCA Ease./Encroach. F] Traffic Control Resolution Other: ❑ Claim Company or Vendor Name New Vendor MBENVBE Contractor Project Name Project Number Funding Source Account No. Amount Terms of Contract Purpose/Description Amount of BenXpress (Accordware LLC) F1 Yes El If Yes, Approved by Purchasing No MBE CBE No Completed E-Verify Form Attached ❑Yes Benefit website for employees Self -Funded Employee Benefits 711-0401-671.31-016 $50,400 annual — 1 year 1 year (January — December 2018) Increase $ Decrease $ Previous Amount Current Percent of Change New Amount Total Percent of Change: Time Extension: Copy Original F] Kyra Clark F-1 Tierra Davis El 1-1