HomeMy WebLinkAboutContract 47195-AD1 CITY SECRETAR
>�—CEIVED CONTRACT NO. , `�l
APR 21 2016
CITY OF FORT WORTH
=� CITYSEORETARY ADDENDUM TO CITY SECRETARY CONTRACT NO.47195
MASTER SERVICES AGREEMENT WITH BENEPLACE,INC.
This ADDENDUM to City Secretary Contract No. 47195 entitled MASTER SERVICES
AGREEMENT - EMPLOYEE DISCOUNT PROGRAM ("Agreement") is made and entered into by
and between the CITY OF FORT WORTH(the"City"),a home-rule municipal corporation of the State
of Texas, acting by and through its duly authorized Assistant City Manager, and BENEPLACE, INC.
("Contractor"), a Texas corporation acting by and through its duly authorized President, each individually
a"Party"and collectively known as the"Parties."
RECITALS
The City and Contractor agree that the following statements are true and correct and constitute the basis
on which they have entered into this Agreement.
WHEREAS, in 2013 following a competitive sealed proposal process, the City of Austin, Texas
("Austin") entered into an agreement with Contractor to provide an Employee Discount Program, that
agreement being City of Austin Contract MA 5800 NA 130000060(the"Austin Contract');and
WHEREAS, under the terms of the Austin Contract as stated in Amendment No. 3 on July 12,
2015, Contractor agreed to extend its prices and services to entities that have a joint purchasing interlocal
cooperation agreement with Austin;and
WHEREAS, since 2015, City and Austin have been parties to a joint purchasing interlocal
cooperation agreement; and
WHEREAS, City and Contractor entered into an agreement for Contractor to provide City with
an Employee Discount Program ("Project') on the same terms and conditions as the Austin Contract to
offer a variety of good and/or services from third-parties at discounted or preferred prices for the access,
use and benefit of its employees, retirees, and members of their households (the "Eligible Participants");
and
WHEREAS, City and Contractor now wish to set out additional Services to be performed for the
Project under City Secretary Contract No. 47195and as stated in the RFP incorporated into the Austin
Contract; and
WHEREAS,City under the recommendation of Contractor has entered into a remitter agreement
with Paylogix, LLC, a New York Limited Liability Company;
NOW, THEREFORE, for and in consideration of the premises outlined above and the mutual
covenants contained herein, City and Contractor do hereby agree as follows:
AGREEMENT
I. Payroll Billing Interface.
Contractor shall,through a third party administrator(the"TPA"),provide ongoing secure and reliable
payroll interface to City as set forth in the RFP attached to City Secretary Contract No. 47195 as Exhibit
"A," for the preparation of payroll deductions to Eligible Participants. If premiums are collected through
payroll deductions or other account deductions,the parties agree:
Addendum to Master 5erviccs Agreement—CFW and Beneplace,Inc. OFFICIAL RECORM age 1 o£2
CITY SECRETARY
FT.WORTH, TX
I. Any of Client's Eligible Participants may, at the time of applying for coverage with Contractor,
authorize City to deduct from his or her paycheck, as applicable,amounts owed to Contractor for
the policy; and
2. To remit the funds referenced in paragraph 1) above to Contractor within fifteen (15) days of the
date the City deducts such funds from an Eligible Participant's paycheck. City will: (i) have no
property interest in such funds', and (ii) not use such funds for any purpose except as Contractor
may specifically authorize in writing; and
3. City will, as soon as practicable, notify Contractor of any Eligible Participant insured under this
Contract (i) whose relationship with Contractor ends, or (ii) does not have sufficient monies to
allow City to make the proper deduction.
4. Contractor shall work with the City and the TPA to ensure that any discrepancies in the payroll
interface are corrected in a timely manner.
This Addendum may be executed in counterparts,each of which when so executed and delivered shall be
considered an original, but such counterparts shall together constitute one and the same instrument and
agreement. Any signature delivered by a party by facsimile or other electronic transmission (including
email transmission of a portable document file (pdf) or similar image) shall be deemed to be an original
signature hereto.
IN W TNES WHEREO ,#h parties hereto have executed this Agreement in multiples this O2 day
of 20
CITY RT-.,WO BENEPLACE,INC.
By: / By:
an Alan' Russell Stein
Assistant J y Manager President
Date: �'���1 l(® Date:0 ODD
ATTEST:
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By: C%
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Mar . J a er �t®l 0
City Secretary a�%"Pt
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APPROVED A TO FORK AND LEGALITY r r
Guillermo (Will)Trevino
Assistant City Attorney
Contract Authorization:
NO M&C REQUIRED
EOFFICIALRECORD
Addendum to Master Services Agreement—CFW and Beneplace,inc. CR� }��tRTH�T)Y
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Common Remitter Service Agreement
This Agreement dated as of the�=111 day of 2016 between City of Fort
Worth, a home-rule municipal corporation of the State of Texas, acting by and through its duly
authorized Assistant City Manager, with offices at 1000 Throckmorton Street, Fort Worth, Texas
76102 (hereinafter referred to as "Employer") and PAYLOGIX, LLC, a New York limited liability
company with offices at 1025 Old Country Road,Suite 310,Westbury, New York 11590(hereinafter
referred to as"PAYLOGIX"),each individually a"Party"and collectively known as the"Parties."
Recitals
Employer has contracted with Beneplace, Inc. under City Secretary Contract No. 47195 to
provide an Employee Discount Program (the "Plan"), which Employer intends to provide its
eligible employees.
Employer now wishes to retain the common remitter to perform the functions necessary to act
in that capacity.
In consideration of the mutual covenants of this Agreement, the parties, intending to be legally
bound, agree as follows:
1. Master Allocation List; Information. (a) The Employer shall provide to Paylogix a complete
listing of the name and unique employee identifier ("Employee ID") of each individual
participant employee, the contribution types and the carrier allocations attributed to each
participant utilizing an electronic template provided by Paylogix or in another electronic
format approved in writing by Paylogix on or before the effective date of this Agreement.
(b)Additions, or deletions to the listing must be in a format previously approved by Paylogix
and must be sent prior to or along with the payment. Employer shall be responsible for
notifying Paylogix of the termination of employment of each individual participant
employee.
(c) Paylogix is hereby authorized to act on any information provided to it by Employer,
carrier, provider and/or any of their agents.
(d) Any and-all payments instructions must be transmitted in writing or documented by
other means acceptable to Paylogix.
2. Payroll Remittance List. The Employer shall provide, in a mutually agreed upon format, a
list of periodic contributions attributed to each participant (payroll remittance list) at a
frequency agreed upon by both parties.
3. Remittance Processing FacilitV• The Employer shall forward the contributions to the
following remittance processing facility in a format and via means approved by Paylogix (it
being agreed that remittances via ACH are approved):
Paylogix f/b/o<Employer>
Paylogix Common Remitter Agreement 2011 R5 Fort Worth 041416 Page 1 of 4
paylogi
1025 Old Country Road,Suite 310
Westbury, New York 11590
Only contributions sent to this facility will be credited to the accounts of Participating
employees.
If there is a discrepancy between the amount of the payment forwarded and the amount
listed on the payroll remittance list,the payment will be deemed not to have been received,
until and unless such time as the discrepancy has been resolved to the satisfaction of both
the Employer and Paylogix.
4. Discrepancies. Paylogix will review each payroll remittance list and contact the
administrative representative of the Employer should there be any perceived discrepancies
between payments received and amounts billed. The Employer will use its "best efforts"to
resolve any and all discrepancies on the date the Employer is contacted by Paylogix.
Contributions will be refunded on all unresolved discrepancies.
5. Indemnification. Paylogix shall indemnify and hold Employer and its affiliates,
subsidiaries, successors, assigns, agents, officers, directors, representatives, and employees
harmless from any and all claims, demands, losses, actions, causes of action, damages,
judgments, fines, fees (including attorney's fees), penalties, settlements, and any and all
other sums of money resulting from Paylogix' breach of this Agreement, or the negligence
or willful misconduct on the part of Paylogix or any of its employees (collectively defined
herein as " Subject Claims"); provided however, that Paylogix' maximum aggregate liability
for any Subject Claims shall be 200% of the fees paid hereunder to Paylogix during the
twelve (12) months immediately preceding Employer's initial demand for indemnification
hereunder.
6. Fees. Paylogix will not charge Employer any fees during the Term of this Agreement.
Paylogix will be charging other members involved in the program (by way of example only,
Paylogix may be charging the writing agent and/or the insurance carrier) for the services
provided in this Agreement. Employer agrees that Paylogix may terminate this Agreement,
with 30 days' written notice, in the event of a failure by such other participant to timely pay
such fees.
7. Term and Termination.
a Term. The initial term of this Agreement shall commence on the Effective Date and shall
continue for one[1]year(the"Initial Term"). Unless either Paylogix or Employer provides written
notice of non-renewal to the other no less than Thirty (30) days prior to the expiration of the
Initial Term of any Renewal Term (defined below), upon the expiration of the Initial Term or
Renewal Term (as applicable),this Agreement shall automatically renew for an additional twelve
month period (each, a "Renewal Term"). The "Term" of this Agreement shall include the Initial
Term and any Renewal Terms, but shall nevertheless terminate upon the termination of this
Agreement in accordance with either of Sections 7(b)or 7(c)below.
(b) Termination for Convenience. After the end of the Initial Term, either parry may terminate
this Agreement for any reason,at any time,upon no less than Sixty(60)days prior written notice
Paylogix Common Remitter Agreement 2011 R5 Fort Worth 041416 Page 2 of 4
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to the other party. However, Employer may terminate this Agreement upon no less than Sixty
(60) days' prior written notice to Paylogix if Employer has terminated (or simultaneously
terminates)its agreement with Beneplace, Inc.,City Secretary Contract No.47195.
(c)Termination for Cause. Either party may terminate this Agreement at anytime during any part
of the Term immediately upon written notice to the other:
(i) in the event of material breach by the other party of this Agreement that remains
uncured for thirty (30) days after the terminating party gives written notice to the
breaching party of the breach;or
(ii) in the event that the other parry is unable to generally pay its debts as due, or enters
into or files (or has filed or commenced against it) a petition of, arrangement, action or
other proceeding seeking relief or protection under the bankruptcy laws of the United
States or similar laws of the United States or any state or other jurisdiction;or
(iii) by Paylogix upon notice to Employer in the event of a failure by the obligated party
to timely pay Paylogix the fees for services hereunder(see Section 6 above).
(d) Effect of Termination. In the event this Agreement terminates either at the expiration of
the Term or as a result of termination under Sections 7(b) or 7(c) above, upon termination
of this Agreement, the parties agree to cooperate reasonably with one another to help
assure a smooth and orderly transfer of the administrative services and functions provided
hereunder.
8. Data Security. Paylogix will maintain security procedures with respect to its access and
maintenance of any Employer data, including but not limited to data relating to Employer's
employees. Paylogix will use commercially reasonable efforts to secure and defend its
location and equipment against "hackers" and others who may seek to modify or access
Paylogix' systems or the information found therein without authorization. Paylogix will also
use commercially reasonable efforts to secure and defend Employer's data from other third
party users of Paylogix'systems and applications.
9. Notice. All notices, requests, demands and other communications hereunder shall be in
writing and shall be deemed to have been duly given when delivered by hand or upon the third
business day following mailing, which shall be by certified or registered mail, with first-class
postage paid, or one business day following pick-up by (or delivery to) a nationally recognized
overnight courier for priority overnight delivery (a) if to Employer, to the address written
below,or to such other person or place as Employer shall furnish to PAYLOGIX in writing,with a
copy to the City Attorney's Office at the same address and (b) if to PAYLOGIX, to the address
written above or to such other place as PAYLOGIX shall furnish to Employer in writing.
10. Assignment. This Agreement shall inure to the benefit of and be binding upon the parties and
their respective successors and assigns.
11. Governing Law. This Agreement shall be interpreted,construed and performed, and the rights
and liabilities of the parties hereto determined, in accordance with the laws of the State of
Texas,without regard to any conflicts or choice of law principles.
Paylogix Common Remitter Agreement 2011 R5 Fort Worth 041416 Page 3 of 4
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12. Compliance with Laws. Each of the Employer and Paylogix agrees to abide by all applicable
laws and regulations of Federal and State agencies having jurisdiction over this Agreement,
including without limitation the Health Insurance Portability and Accountability Act of 1996
and related regulations,as may be amended from time to time("HIPAA").
13. Entire Agreement; Modifications. This Agreement constitutes the entire agreement
between the parties hereto and supersedes any prior agreements, promises and
representations with respect to the subject matter hereof, whether oral or written. This
Agreement may be modified or amended only by a writing executed by the parties hereto.
14. Counterparts; Facsimile. This Agreement may be executed in counterparts; each of which
when so executed and delivered shall be considered an original, but such counterparts
together shall constitute one and the same instrument and agreement. Any signature
delivered by a Party by facsimile or other electronic transmission (including email
transmission of a portable document file (pdf) or similar image) shall be deemed to be an
original signature hereto.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly
authorized officers as of the day irst above written.
CI WORTH PAYLOGIX,LLC
r �
By: By: 2,
Name:
,Name: Susan Ala 6�1Name:T'iCy'-qFp Pi�-�;P&\j-i,(W-QE,-
Title:Assistant City Manager Title: i�CS(f)(EiAtf.
Date: 4(2,146 Date: [s-VF�ICZLMM,
[NAME OF AGENT FOR EMPLOYER]
(agreeing to the above in its capacity as agent for the Employer(and it will act as a liaison for the
Employer)and,with respect to Section 6 above,agreeing to be primarily liable to Paylogix for
the compensation as set forth in an agreement between Paylogix and
dated )
By:
Name:
Title:
01F F
Paylogix Common Rorntter Agreement 2011 R5 Fort Worth 041416 f g�
APPROVED AS T•® ,� - , ���° o°��r
E R A L Y 000
,� ►tee v,.��Ali
J. Myser, City Seaetlay —
ASSISTANT CITY ATTORNEY
HIPAA BUSINESS ASSOCIATE AGREEMENT
This HIPAA Business Associate Agreement (the "Agreement") is entered into as of
201_ by and between I with offices at
(hereinafter referred to "Covered
Entity" ) and Paylogix, Inc., with offices at 1025 Old Country Road, Suite 310, Westbury, NY
11590 (hereinafter referred to as "Business Associate").
WHEREAS, Covered Entity has engaged Business Associate to perform certain services
or provide certain goods, or both;
WHEREAS, Covered Entity possesses or will possess individually identifiable health
information, which information is subject to the Health Insurance Portability and Accountability
Act (HIPAA) and its implementing regulations;
WHEREAS, in the course of performing services or providing goods to Covered Entity,
Business Associate may receive such protected health information from Covered Entity or
otherwise obtain access to such information; and
WHEREAS, Covered Entity seeks to ensure that Business Associate appropriately
safeguards all such protected health information.
NOW, THEREFORE, the parties hereby agree as follows:
1. DEFINITIONS
a. "HIPAA Rules"shall mean the Privacy, Security, Breach Notification and Enforcement
Rules at 45 CFR Parts 160 and 164.
b. "Service Agreement"shall mean the underlying service agreement entered into by the
parties hereto.
C. The following terms used in this Agreement shall have the same meaning as those terms
in the HIPAA Rules: Breach, Data Aggregation, Designated Record Set, Disclosure, Health
Care Operations, Individual, Minimum Necessary, Notice of Privacy Practices, Privacy Rule,
Protected Health Information or PHI, Required By Law, Secretary, Security Incident, Security
Rule, Subcontractor, Unsecured PHI and Use. Any other terms used, but not otherwise defined,
shall have the same meaning as those terms in 45 CFR Parts 160 and 164.
2. OBLIGATIONS AND ACTIVITIES OF BUSINESS ASSOCIATE
a. Use or Disclosure. Business Associate shall not use or further disclose PHI other than as
permitted or required by this Agreement, the Service Agreement or as required by law.
Business Associate shall comply with all present and future provisions of HIPAA and the HIPAA
Rules that relate to the privacy and security of PHI and that are applicable to Covered Entity
and Business Associate.
b. Safeguards. Business Associate shall implement administrative, physical, and technical
safeguards that reasonably and appropriately protect the confidentiality, integrity and
Page 1 of 4
Paylogix BAA.DOCX
HIPAA BUSINESS ASSOCIATE AGREEMENT
availability of any PHI (whether electronic or otherwise) that Business Associate creates,
receives, maintains, or transmits on behalf of Covered Entity. Business Associate shall regularly
monitor, evaluate, and adjust such safeguards, as appropriate, in light of any relevant
changes in technology, applicable law, the sensitivity of the PHI, internal and external threats
to information, and Business Associate's own business arrangements.
C. Reporting. Business Associate shall promptly report to Covered Entity any security
incident or any use or disclosure of PHI not provided for by the Agreement, of which Business
Associate becomes aware. With the exception of law enforcement delays that satisfy the
requirements under 45 CFR §164.412 or as otherwise required by applicable state law, Business
Associate shall notify Covered Entity in writing without reasonable delay and no case later
than sixty (60) calendar days upon discovery of a breach of unsecured PHI. Such notice must
include, to the extent possible, the name of each individual whose unsecured PHI has been, or
is reasonably believed by Business Associate to have been, accessed, acquired or disclosed
during such breach. Business Associate shall also, to the extent possible, provide Covered
Entity with any other available information that Business Associate reasonably believes is
required for Covered Entity to further investigate. Business Associate shall provide assistance
and further information as requested by Covered Entity. Business Associate is responsible, at
Covered Entity's option, for any and all costs related to notification of individuals for any
Breach by Business Associate or Business Associate's subcontractor or agent.
d. Mitigation. Business Associate shall mitigate, to the extent practicable, any harmful
effect that is known to Business Associate of a breach or any use or disclosure of PHI by
Business Associate that violates the requirements of this Agreement.
e. Subcontractors and Agents. Business Associate shall ensure that any agent, including a
subcontractor, to whom it provides PHI received from, or created or received by Business
Associate on behalf of Covered Entity, (1) agrees to the same restrictions and conditions that
apply to Business Associate with respect to such information, and (2) agrees to implement
reasonable and appropriate safeguards to protect such information.
f. Access. At the request of Covered Entity, Business Associate shall provide to Covered
Entity (or, at the direction of Covered Entity, to an individual) access to PHI contained in a
designated record set in accordance with the provisions of 45 CFR §164.524, including access
in a readable electronic format, where applicable. This provision shall have no effect if
Business Associate does not possess PHI contained in a designated record set.
g. Amendment. At the request of Covered Entity, Business Associate shall make any
amendment(s) to PHI contained in a designated record set as directed to or agreed to by
Covered Entity, in accordance with the provisions of 45 CFR §164.526. This provision shall have
no effect if Business Associate does not possess PHI contained in a designated record set.
h. Inspection of Internal Practices, Books and Records. Business Associate shall make its
internal practices, books, and records relating to the use and disclosure of PHI received from,
or created or received by Business Associate on behalf of Covered Entity, available to the
Secretary, in a time and manner designated by Covered Entity or the Secretary, for purposes
Page 2 of 4
Paylogix BAA.DOCX
HIPAA BUSINESS ASSOCIATE AGREEMENT
of the Secretary determining Covered Entity and Business Associate's compliance with the
HIPAA Rules.
i. Accounting of Disclosures. Business Associate shall maintain and make available to
Covered Entity the information required for Covered Entity to respond to a request by an
individual for an accounting of disclosures of PHI in accordance with 45 CFR §164.528.
3. PERMITTED USES AND DISCLOSURES BY BUSINESS ASSOCIATE
Except as otherwise limited by this Agreement or the Service Agreement, Business Associate
may use or disclose PHI for the following additional purposes:
i. Business Associate may use or disclose PHI received from, or created or
received on behalf of Covered Entity, to perform functions, activities, or services for, or on
behalf of, Covered Entity, as set forth in the Service Agreement;
ii. Business Associate may use or disclose PHI as required by law;
iii. Business Associate may use PHI for its proper management and administration or
to carry out its legal responsibilities;
iv. Business Associate may disclose PHI for its proper management and
administration or to carry out its legal responsibilities;
V. Business Associate may use and disclose PHI received by Business Associate in its
capacity as a business associate of Covered Entity to provide data aggregation services
relating to the health care operations of Covered Entity; or
vi. Business Associate may use and disclose PHI received from Covered Entity that
has been de-identified by Business Associate. Business Associate's use and disclosure of such
de-identified personal information is not subject to the requirements of this Agreement.
4. OBLIGATIONS OF COVERED ENTITY
Covered Entity shall not request that Business Associate use or disclose PHI in any manner that
would not be permissible under the HIPAA Rules.
5. TERM AND TERMINATION
a. Term. The term of this Agreement shall begin on the date first written above and shall
continue until the Agreement is terminated in accordance with the provisions of Section 5(b)
hereof, or when the Service Agreement expires or is terminated.
b. Termination for Cause. Either party shall have the right to terminate this Agreement if
the other party materially breaches or violates its obligations under law or the terms of this
Agreement. Upon one party's knowledge of a material breach or violation by the other
party, the non-breaching party shall: (a) provide an opportunity for the breaching party to
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Paylogix BAA.DOCX
HIPAA BUSINESS ASSOCIATE AGREEMENT
cure the breach or end the violation and terminate this Agreement if the breaching party
does not cure the breach or end the violation within ten (10) business days; (b) immediately
terminate the applicable Agreement if cure is not possible; or (c) if neither termination nor
cure are feasible, the non-breaching party shall report the violation to the Secretary.
C. Effect of Termination. Except as provided herein, upon termination of this Agreement,
for any reason, Business Associate shall, at Business Associate's expense, return or destroy all PHI
received from Covered Entity, or created or received by Business Associate, on behalf of
Covered Entity. This provision shall apply to PHI that is in the possession of subcontractors or
agents of Business Associate. Unless required by law, Business Associate shall retain no copies
of the PHI. In the event that Business Associate determines that returning or destroying the PHI
is infeasible, Business Associate shall provide to Covered Entity notification of the conditions
that make return or destruction infeasible. Upon mutual agreement of the parties that return
or destruction of PHI is infeasible, Business Associate shall extend the protections of this
Agreement to such PHI and limit further uses and disclosures of such PHI to those purposes that
make the return or destruction infeasible, for so long as Business Associate maintains such PHI.
d. Survival. The obligations of Business Associate under this Section 5 shall survive any
termination of this Agreement.
6. MISCELLANEOUS
a. Regulatory References. A reference in this Agreement to a section in the HIPAA Rules
means the section as in effect or as amended, and for which compliance is required.
b. Amendment. The Parties agree to take such action as is necessary to amend this
Agreement from time to time as is necessary for Covered Entity and Business Associate to
comply with the requirements of the HIPAA rules or any other applicable law.
C. Severability. If any section or portion of this Agreement shall be determined to be
invalid, such determination shall not affect the enforceability or validity of the remainder of the
Agreement.
d. Interpretation. Any ambiguity in this Agreement shall be resolved in favor of a meaning
that permits Covered Entity and Business Associate to comply with the HIPAA Rules.
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the
date first written above.
COVERED ENTITY BUSINESS ASSOCIATE
Name: cr By: Richard Pf denhauer, President
Title: VZ-6"JC
.APPROVED AS TO Page 4 of 4
EO WNW ITY:
ASSISTANT CITY &TORNEY