HomeMy WebLinkAboutContract 45749 c1 ,.j' r tp
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 1 st, 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.
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Services Agreement—CFW and IPS Advi ors, 111' RECEIVED JUL 15 Page Iof5
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 termination of this Contract. Any oral or written waiver by City of
these confidentiality obligations which allows IPS to disclose City's confidential
information 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
perform 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 termination of this Agreement.
S. 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, EXEMPLARY 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 -LINE
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 IPS Advisors, LLP
By: By• -
san Tanis Brent A7cegar
Title: Assistant City Manager Title:
FOR
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APPROVED TO FORM AND LEGALITY:
nis C. McElroy, Asst. City Attorney
CONTRACT AUTHORIZATION: No M&C Req d
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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
• ACA Testing Case Setup and Mapping for Data Import
• On-going and New Hire Measurement, Stability and Administration
Period Reporting (Frequency Set by Client)
• IPS Account Management Support
Services Agreement—CFW and IPS Advisors,LLP Page 5 of 5