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Home My WebLink AboutContract 53366 RECEIVED "Ty SECRETARY Ai, c o ACT NO. 533lo fo CITYOFFORTwoRT;q 1/2/2020 GITYSEmETARY City of Fort Worth 200 Texas St Fort Worth, TX 76102 Attn: Brian Dickerson, Director of HR Subject: Letter of Intent Dear Brian: The City of Fort Worth ("Client") has selected Empyrean Benefit Solutions, Inc. ("Empyrean"), each a "Party" and collectively the "Parties," to provide certain benefits administration services to Client with respect to its health and welfare employee benefit plan administration business as contemplated in the recent proposal that Empyrean provided to Client. Pursuant to the execution of the Master Services Agreement ("MSA") by and between the Parties, Client would hire Empyrean for the outsourcing of certain health and welfare employee benefit plan administration services provided by Client to its employees and this Letter of Intent ("LOI") confirms our discussions regarding the services to be provided by Empyrean to Client and the fees to be earned by Empyrean. This LOI also serves as authorization for Empyrean to begin the setup and testing, transition, and implementation portion of the services to be provided, pending receipt of a draft of a mutually agreeable MSA with business and legal terms applicable to the services and relationship, a Statement of Work, Performance Standards and Fees, a Fee Schedule, and a Business Associate Agreement (collectively, the "Agreement"), and subsequent execution of the Agreement by the Parties on or before commencement of ongoing administration services, which are currently scheduled to begin on June 1, 2020 (the "Go-Live Date"). The Parties agree to work diligently and in good faith to negotiate the terms of, and subsequently execute, the Agreement before the Go-Live Date, but no later than 1/20/20. To avoid any potential delays affecting the Go-Live Date and the delivery of ongoing services, Client shall provide an executed copy of this LOI to Empyrean, including the initial implementation fee installment (if applicable) as outlined herein, on or before the start of the implementation, transition, and set up activities, which are currently scheduled to begin on or before 2/3/2020. From the date this LOI is executed until the date the Agreement is executed, Client and Empyrean acknowledge and agree that the following terms and conditions shall apply: 1. The implementation fee (the "Implementation Fee") is estimated to be $20,000, this amount shall be waived in consideration of no less than a five year term in the Master Services Agreement. 2. Either Party may terminate this LOI and the negotiation of the MSA upon written notice to the other Party. Upon termination, and in the absence of bad faith on Empyrean's part in the Empyrean Benefit Solutions, Inc OFFICIAL RECORD� Corporate Headquarters: 3010 Briarpark Drive,Suite 8000,Houston,Texas 77042 Mal!ing address: P.O.Box 2569,Houston,Texas 77402 CITY SECRETARY w,,vw.GoEmpyrean.com FT. WORTH,TX 2 exercise of Empyrean's termination right, Empyrean shall receive compensation for its implementation, transition and set up services actually performed, including the related out- of-pocket expenses incurred by Empyrean. Such compensation shall be limited to Empyrean's usual billing rate of two hundred dollars ($200) per hour for Empyrean's actual time spent, plus the related out-of-pocket expenses incurred in connection with its implementation, transition and set up efforts. Any such fees shall be reduced by any Implementation Fee previously paid by Client. It is understood that the amount to which Empyrean is entitled may exceed the estimated Implementation Fee amount set forth herein, since such Implementation Fee reflects an Empyrean investment based on its assumption that a long-term MSA will be executed by the Parties. 3. Empyrean shall begin billing for full services beginning in the month of Empyrean's receipt of the Client's first live production files for Client prior to the respective Go Live Date (which is to be determined by Parties in accordance with the agreed upon conversion project plan date) or the actual Go Live date, whichever is first. Any confidential or proprietary information provided by one Party to the other will be used internally by the receiving Party solely for purposes of implementing or providing the health and welfare administrative services as per the Mutual Nondisclosure Agreement ("NDA") previously signed by both Parties. Notwithstanding the terms of the NDA, Empyrean is hereby permitted to work with, process, and test data, including transmitting data to a third party as authorized by the Client as being an entity with whom Empyrean is to engage with for purposes of the services provided to Client. In the event that there is no NDA, neither Party will disclose such information to a third party (other than each Party's respective employees, subcontractors, and/or carriers or other entities as authorized by the Client who are involved in the performance of implementation services or ongoing services), and each Party will secure and protect such information in a reasonable manner, but in any case consistent with the maintenance of its own confidential or proprietary information. This provision will not apply to information that is or becomes publicly available, is rightfully obtained from third parties, or is disclosed as the result of the order of a competent legal authority. In the event this LOI is terminated pursuant to Section 2 above, each Party shall promptly return to the other Party its confidential information prepared in connection with any proposals relating to the services to be provided by Empyrean, this LOI, the proposed MSA, the implementation services, or any future services to be provided by Empyrean; provided, however, that each Party may maintain an archival copy of any documents or materials it is obligated to return to the other Party solely for purposes of defending its work product or responding to inquiries by the other Party, or as may be provided for in the NDA. This paragraph shall survive termination of this LOI. 4. Client and Empyrean agree that this LOI shall terminate upon the earlier of: (a) the Parties' execution of a MSA, or (b) the date that either Party gives written notice to the other Party terminating this LOI or negotiations of the MSA. 5. This LOI, and all questions and disputes concerning such arising hereunder shall be governed by, and construed in accordance with, the laws of the State of Texas as to all matters, including but not limited to matters of jurisdiction, validity, construction, effect and performance. Any suit or proceeding hereunder shall be brought exclusively in Tarrant County,Texas. Each Party consents to the personal jurisdiction of the state and federal courts of said county and waives any objection that such courts are an inconvenient forum. empyrean Benefit SCIUilOnS,Inc. Corporaie Headquarters: 3010 Briarpark Drive,Suite 8000,HOI.ston,Texas 77042 Mailing address P.O.Box 2569,Houston,Texas 77402 vrww.GoEnn pyre an.com 3 b. Notwithstanding any other provision of this LOI, neither Party shall be obligated to enter into a MSA or any other contract unless mutually acceptable terms are agreed. This LOI does not confer on a Party any patent, license, or other ownership rights in any information disclosed to the other Party's confidential information or intellectual property. If the above correctly states your understanding of our arrangement, please have two (2) copies of this letter signed on behalf of Client and return both copies to the Contracts Team at the address shown above, or via e-mail for counter-signature. We will return one original copy to you for your files. Sincerely, /�000, Richard L. Wolfe Chief Executive Officer Empyrean Benefit Solutions, Inc. � 4"� Y Accepted by the City of Fort Worth: Ages by By: Name: 1e M, J, r, y City ecre Sl � ,,•� C Title: h2;t, r Date: ' ?✓ Jo 0 . S dM55MMIt City Attorney cc: Richard Wolfe, Empyrean Benefit Solutions, Inc. Empyrean Benefit Solutions, Inc. Empyrean Benefit Solutions, Inc. Empyrean Benefit Solutions, Inc EFT ECORD p; - Corporate Headquarter: 3010 Briarpark Drive,Suite 8000, Houston,Texas 770�2 ETARY 'v'aiiiny"a 1 rzss: N.O.Bo 2559, HOlSton,Texa;774(,2 a wv.GoEmpyrean. ,m H, T'( Contract Compliance Manager: By signing I acknowledge that I am the person responsible for the monitoring and administration of this contract, including ensuring all performance and reporting requirements. Joanne Hinton/ _ �V Name of Employee/Signature _Benefits Manager Title ❑ This form is N/A as No City Funds are associated with this Contract Printed Name Signature I L RECORD CRETARY'RTH,TX