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HomeMy WebLinkAboutContract 45749Cm SECRETARY L/r7t/ y CONTRACT NO. Benefit Connector Services Agreement This Agreement for Benefit Connector Services (hereinafter referred to as the 'Agreement' or 'Contract') is made effective as of July 1st, by and between the City of Fort Worth ("City"), home -rule municipal corporation of the State of Texas, with its principal place of business at 1000 Throckmorton Street, Fort Worth, Texas, 76102, and IPS Advisors, LLP ("IPS"), a Texas limited liability partnership, with its principal place of business at 10000 North Central Expressway, Dallas, Texas 75231. 1. DESCRIPTION OF SERVICES. IPS will provide to City the services described in the attached Exhibit A (collectively, the "Services"). 2. COMPENSATION. As full and complete compensation for the Services, City shall pay IPS a monthly fee equal to the product of Twenty -Five Cents ($0.25) multiplied by the number of Active Employees in the current monthly Employee Census. For purposes of this provision, the term "Active Employee" includes all individuals employed by the City on a part-time, full-time, or temporary basis but excludes individuals providing services via a third -party staffing service or as an independent contractor. The initial Employee Census for July 2014 is 7,090 employees. Beginning August 2014, on or before the fifth day of each month, the City will provide IPS with an updated Employee Census showing the number of Active Employees as of the first of that month and that number shall be used in calculating the monthly fee. At the end of each month, IPS shall issue an invoice requesting payment for Services rendered during the preceding month and reflecting the fee calculation outlined above. Payment shall be made to IPS Advisors, LLP, Dallas, Texas 75231. Fees shall be due within thirty (30) days of the date the invoice is received. In addition to any other right or remedy provided by law, if City fails to pay for the Services when due, IPS has the option to treat such failure to pay as a material breach of this Contract, and may cancel this Contract and/or seek legal remedies. 3. TERM; TERMINATION. This Agreement will be for an initial two-year term starting July 1, 2014 and ending June 30, 2016, unless terminated earlier as provided herein. The City and IPS may renew the Agreement for up to two additional, one-year periods by written mutual consent. Either party may terminate this Agreement at any time, with or without cause, by providing the other party with thirty (30) days' written notice of termination. In the event this Agreement is terminated prior to expiration of the then -current term, City shall pay IPS only for Services actually rendered as of the effective date of termination. In the event this Agreement is terminated prior to expiration of the then -current term, IPS shall continue to provide the City with Services requested by the City and in accordance with this Agreement through the effective date of termination. OFF ©IIAf ( ECO V) cry y SECRET.Y MOWN, TM Services Agreement — CFW and IPS Advisors, LLP RECEIVED JUL 1 5 20N Pagel of5 4. CONFIDENTIALITY. IPS, and its employees, agents, or representatives will not at any time or in any manner, either directly or indirectly, use for the personal benefit of IPS, or divulge, disclose, or communicate in any manner, any information that is proprietary to City. IPS and its employees, agents, and representatives will protect such information and treat it as strictly confidential. This provision will continue to be effective after the teiniination of this Contract Any oral or written waiver by City of these confidentiality obligations which allows IPS to disclose City's confidential infoltiiation to a third party will be limited to a single occurrence tied to the specific information disclosed to the specific third party, and the confidentiality clause will continue to be in effect for all other occurrences. 5. WARRANTY. IPS shall provide its services and meet its obligations under this Contract in a timely and workmanlike manner, using knowledge and recommendations for performing the services which meet generally acceptable standards in IPS's community and region, and will provide a standard of care equal to, or superior to, care used by service providers similar to IPS on similar projects. 6. FORCE MAJEURE. If performance of this Contract or any obligation under this Contract is prevented, restricted, or interfered with by causes beyond either party's reasonable control ("Force Majeure"), and if the party unable to carry out its obligations gives the other party prompt written notice of such event, then the obligations of the party invoking this provision shall be suspended to the extent necessary by such event The term Force Majeure shall include, without limitation, acts of God, fire, explosion, vandalism, storm or other similar occurrence, orders or acts of military or civil authority, or by national emergencies, insurrections, riots, or wars, or strikes, lock -outs, work stoppages, or supplier failures The excused party shall use reasonable efforts under the circumstances to avoid or remove such causes of non-performance and shall proceed to perfoini with reasonable dispatch whenever such causes are removed or ceased An act or omission shall be deemed within the reasonable control of a party if committed, omitted, or caused by such party, or its employees, officers, agents, or affiliates. 7. RIGHT TO AUDIT. IPS agrees that the City shall, until the expiration of three (3) years after final payment under this Agreement, have access to and the right to examine any directly pertinent books, documents, papers and records of the Consultant involving transactions relating to this Agreement IPS agrees that the City shall have access during normal working hours to all necessary IPS facilities and shall be provided adequate and appropriate workspace in order to conduct audits in compliance with the provisions of this section. The City shall give IPS reasonable advance notice of intended audits. IPS further agrees to include in all of its subcontractor agreements hereunder a provision to the effect that the subcontractor agrees that the City shall, until the expiration of three (3) years after final payment under the subcontract, have access to and the right to examine any directly pertinent books, documents, papers and records of such subcontractor involving transactions to the subcontract, and further that City shall have access during normal working hours to all subcontractor facilities and shall be provided adequate and appropriate workspace in order to conduct audits in compliance with the Services Agreement — CFW and IPS Advisors, LLP Page 2 of 5 provisions of this section. City shall give subcontractor reasonable advance notice of intended audits. This section shall survive the expiration or tenuination of this Agreement. 8. SIGNATURE AUTHORITY. The person signing this Agreement hereby warrants that he or she has the legal authority to execute this Agreement on behalf of his or her respective party, and that such binding authority has been granted by proper order, resolution ordinance or other authorization of the entity The other party is fully entitled to rely on this warranty and representation in entering into this Agreement 9. ENTIRE AGREEMENT. This Contract contains the entire agreement of the parties, and there are no other promises or conditions in any other agreement whether oral or written concerning the subject matter of this Contract. This Contract supersedes any prior written or oral agreements between the parties. 10. SEVERABILITY. If any provision of this Contract will be held to be invalid or unenforceable for any reason, the remaining provisions will continue to be valid and enforceable If a court finds that any provision of this Contract is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision will be deemed to be written, construed, and enforced as so limited. 11. AMENDMENT. This Contract may be modified or amended in writing by mutual agreement between the parties, if the writing is signed by both parties. 12. GOVERNING LAW. This Contract shall be construed in accordance with the laws of the State of Texas. 13. NOTICE. Any notice or communication required or permitted under this Contract shall be sufficiently given if delivered in person or by certified mail, return receipt requested, to the address set forth in the opening paragraph or to such other address as one party may have furnished to the other in writing. 14. WAIVER OF CONTRACTUAL RIGHT. The failure of either party to enforce any provision of this Contract shall not be construed as a waiver or limitation of that party's right to subsequently enforce and compel strict compliance with every provision of this Contract. 15. LIMITATION OF LIABILITY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL IPS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, EXFMPLARY OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS OR DAMAGE) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE/ON-LIN1-1 SYSTEM OR THE PROVISION OF OR FAILURE TO PROVIDE TECHNICAL OR OTHER SUPPORT SERVICES, WHETHER ARISING IN TORT (INCLUDING Services Agreement — CFW and IPS Advisors, LLP Page 3 of 5 NEGLIGENCE), CONTRACT OR ANY OTHER LEGAL THEORY, EVEN IF IPS OR ITS VENDORS/AFFILIATES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY CASE, IPS MAXIMUM CUMMULATIVE LIABILITY AND YOUR EXCLUSIVE REMEDY FOR ANY CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY YOU FOR THE SERVICES (IF ANY). BECAUSE SOME STATES AND JURISDICTION DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY, THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. 16. CITY DATA & RESPONSIBILITY. In providing the Services as detailed in Exhibit A, it is the City's responsibility to provide accurate, timely and correct data for purposes of the Services being provided by IPS. IPS relies on such timely and accurate data and shall not be held responsible for any liability for failing to provide Services as it relates to the data provided by City to IPS. Furthermore, City shall cooperate with IPS in the performance of its Services hereunder, including, without limitation, providing IPS with reasonable and timely access to data, documents, information and personnel of the City as it may reasonably relate to the Services rendered hereunder. The City shall be responsible for the representations and the accuracy and completeness of all data and information provided to IPS for purposes of the performance of Services hereunder. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized representatives as of the date first above written. City of Fort Worth By: Title: Assistant City Manager DATE: ATTEST: Alt 14 aryl of APPROVED retary TO FORM AND LEGALITY: nis C. McElroy, Asst. City Attorney CONTRACT AUTHORIZATION: No M&C Req'd IPS Advisors, LLP 4 By' , Brent *eegar Title: f2fij1'ipt DATE: C /7 D by F RCUAL RE©OW WV SECRET to j t' T 9Int Services Agreement — CFW and IPS Advisors, LLP Page 4 of 5 Exhibit A Services The following services detailed below shall be provided to City by IPS beginning on the date specified in the Agreement Services: • Benefit Connector Services - Affordable Care Act (ACA) Testing and Compliance o ACA Testing Case Setup and Mapping for Data Import o On -going and New Hire Measurement, Stability and Administration Period Reporting (Frequency Set by Client) o IPS Account Management Support Services Agreement — CFW and IPS Advisors, LLP Page 5 of 5