HomeMy WebLinkAboutHR1996-0215 - Original - Flex-Enroll Corporation - Employee Enrollment and Communications Software - 10/15/1996 LICENSE AGREEMENT
This agreement is entered into between Flex-Enroll Corporation, hereinafter "Flex-Enroll",
and the City of Kent, hereinafter "Customer".
1. LICENSE. In consideration of the license fees paid to Flex-Enroll as set forth in
Exhibit A (the "License Fees"), and subject to the terms and conditions set forth below,
Flex-Enroll hereby grants to Customer a nonexclusive license ("License") to use, for its
own internal business use only, Flex-Enroll's employee enrollment and communication
software (the "Software") and the accompanying documentation (the "Documentation")
on computers located at Customer's facilities. Customer may not rent, lease or
sublicense the Software. However, Customer may transfer the Software on the
following conditions: (1) Customer retains no copies; (2) the recipient agrees in
writing, for the benefit of Flex-Enroll, to be bound by this Agreement; and (3) Flex-
Enroll is promptly notified of the transfer.
2. IMPLEMENTATION. The Initial License Fee includes Flex-Enroll's standard
customization of the Software to incorporate specific information regarding Customer's
employee benefit plans. The Renewal License Fee for subsequent years shall include
updates to the software to reflect changes in Customer's employee benefit plans.
Additional customization will be charged on an hourly basis at Flex-Enroll's standard
hourly rate as set forth in Exhibit A.
3. TITLE. The Software and the Documentation are the proprietary and copyrighted
material of Flex-Enroll, and all right, title and interest thereto, and to all copies thereof
in any form, remains with Flex-Enroll. Customer agrees not to reverse engineer,
translate, disassemble, decompile or modify the Software. Flex-Enroll grants
Customer the right to make copies of the Software for backup purposes.
4. CONFIDENTIALITY.
A. Customer acknowledges that the Software and any methods, structures,
techniques, developments, and other non-public information embodied therein
or disclosed to Customer in connection with the Software constitute valuable
confidential and proprietary information and trade secrets of Flex-Enroll (the
"Confidential Information"). Customer will not disclose, or allow their
employees to disclose, the Software to any third parties without the express
written permission of Flex-Enroll and will not use the Software except as
authorized herein. The provision of this Section 4 shall survive the termination
of this Agreement.
B. Flex-Enroll will take appropriate measures to treat Customer's employee data
with total confidentiality. Customer's data will only be viewed for purposes of
creating and testing the Software and will not be shared with or viewed by any
person or entity other than Flex-Enroll. Flex-Enroll will take all possible steps to
eliminate unnecessary access to and storage of data, including backups, so
that the possibility of accidental release of Customer's data is kept to an
absolute minimum.
5. ANNUAL RENEWAL OF AGREEMENT. In order to renew the Agreement for a one
year period, a renewal letter must be signed by both parties stating their intention to
renew. The renewal letter will be sent to Customer 60 days prior to the end of the
warranty or support period in effect at that time.
6. SOURCE CODE ESCROW. Flex-Enroll shall place current copies of Customer
version of source and object programs and corresponding technical and user
documentation in an escrow account to ensure that all such programs are the most
current Customer releases of each software module. Determination of the specific
2
escrow agent is subject to the Customer's prior written approval; however, such
approval shall not be unreasonably withheld. The escrow agent shall be provided with
instructions, which instructions must first be approved by the Customer, to provide the
source code, object code, and documentation for all software modules to the
Customer upon the occurrence of any one of the following conditions:
A. Flex-Enroll defaults on any of the terms of its contract with the Customer;
B. Flex-Enroll ceases to do business;
C. Flex-Enroll stops maintenance support of the software module in question;
D. Flex-Enroll fails to perform the contract in a timely fashion;
E. Flex-Enroll files for reorganization or bankruptcy under the U.S. Bankruptcy
Code.
F. Flex-Enroll ceases to maintain a trained technical staff capable of rendering all
services set forth in this Agreement.
In the event of the occurrence of any one of the conditions listed above, the Customer
shall have the right, on demand, to immediately obtain copies of the source programs
from the escrow agent.
Flex-Enroll shall provide proof of compliance with this section, in a form acceptable to
Customer, within fifteen (15) calendar days from the effective date of this Agreement.
Flex-Enroll's failure to so comply with this section shall constitute material breach of
this Agreement and, in that event, the Customer may immediately terminate this
Agreement without notice to Flex-Enroll.
7. LIMITED WARRANTY.
(a) Flex-Enroll warrants to Customer that for a period ending on Customer's first
anniversary date following the installation of the Software (the "Warranty
3
Period"), the Software will, when properly used, be capable of performing in
accordance with the Documentation and collecting data and reporting data in a
manner that actively supports Customer's health and welfare plans.
(b) Customer assumes sole responsibility for the selection of the Software to
achieve Customer's intended results.
9. SUPPORT AND MAINTENANCE.
(a) During the Warranty Period, and during any period for which Customer is under
an annual maintenance and support agreement as described below (a "Support
Period"), Flex-Enroll shall provide Customer with telephone support, during
Flex-Enroll's regular business hours. Flex-Enroll shall not charge for this
support during the Warranty Period or during any Support Period, but Customer
shall be responsible for all toll charges incurred.
(b) Flex-Enroll will make every effort to respond to Customer telephone support
calls within 2 hours of initial contact.
(c) In addition to the telephone support described above, during any Support
Period, Flex-Enroll shall use its best efforts to maintain the Software so that the
Software will, when properly used, be capable of performing substantially in
accordance with the Documentation, and collecting data and reporting on data
in a manner that actively reflects Customer's health and welfare plans, subject
to the same limitations of remedy and liability set forth in paragraphs 6 and 7.
(d) The Support Period shall commence at the end of the Warranty Period and
shall renew on an annual basis thereafter at Flex-Enroll's then current terms
4
and annual support fee (the "Annual Support Fee"), upon receipt of Customer's
intent to renew, as outlined in Paragraph 5.
(e) The Annual Support Fee is due and payable prior to the expiration of the prior
Warranty or Support Period. In addition to its other remedies, if the Annual
Support Fee is not paid prior to the commencement of the Support Period, any
support and maintenance requested by Customer will be performed solely on a
fee for service basis, until the Annual Support Fee is paid. The current Annual
Support Fee is set forth in Exhibit A. After the expiration of the Warranty Period
and any Support Period, support and maintenance will be on a fee for service
basis, at Flex-Enroll's then current hourly rates and term. The Annual Support
Fee (as outlined in Exhibit B) will never increase for a given year by more than
10% of the fee for the prior year.
(f) The standard hourly rate (as outlined in Exhibit A) for a given contract year will
never increase by more than 10% of the hourly rate for the prior year.
10. GOVERNMENT RESTRICTED RIGHTS. The Software and Documentation are
provided with restricted rights. Use, duplication or disclosure by the Government is
subject to restrictions set forth in subparagraph (c)(1)(ii) of the Rights in Technical
Data and Computer Software clause at DFARS 252.2277013.
Contractor/manufacturer is Flex-Enroll Corporation, P.O. Box 70366, Bellevue,
Washington 98007.
11. GENERAL.
(a) This Agreement, together with Exhibits and , attached, is the
complete and exclusive statement of the Agreement between the parties and
supersedes any or all prior or contemporaneous oral or written communications
5
with respect to the subject matter hereof. Any provision of any purchase order
or other Customer document which are in any way inconsistent with or in
addition to the terms and conditions of this Agreement shall be inapplicable to
and not binding on Flex-Enroll. No modification, waiver, or amendment hereof
shall be binding unless stated in writing signed by both parties, and no waiver
of a right in any instance shall constitute a waiver of the same or any other right
in any other instance.
(b) This Agreement shall be governed and construed in accordance with the laws
of the State of Washington, without regard to the rules relating to conflicts of
laws. Any litigation between the parties concerning this Agreement shall be
brought under the venue, jurisdiction and rules of the Superior Court of King
County, Washington, and Customer hereby consents to the venue, jurisdiction
and rules of that court, and service of process by registered or certified mail or
such other methods permitted under the applicable long-arm statute. In
interpreting and construing this Agreement, the fact that one or the other of
Flex-Enroll or Customer may have drafted this Agreement or any provision
hereof shall not be given any weight or evidence.
(c) If any provision of the Agreement shall be held to be invalid, illegal or
unenforceable, such provision shall be enforced to the maximum extent
permitted by law, and the remaining provisions shall not be affected.
12. ADDITIONAL AGREEMENT. Flex-Enroll's software will include the ability to record
and report historical enrollment information by employee. This historical enrollment
information will allow the Customer to reproduce past monthly enrollment counts for
each benefit type for all employees using the Flex-Enroll's software. In addition, Flex-
Enroll agrees to customize the software to reflect specific changes to the program tabs
6
as itemized in Exhibit B and to be included in the Initial License Fee as set forth in
Exhibit A.
13. SOFTWARE ENHANCEMENTS. Customer will receive, on annual basis, Flex-Enroll's
software updates, enhancements, and modifications written to improve the software.
14. SOFTWARE ERRORS. Flex-Enroll shall employ due diligence to correct verifiable
and reproducible errors in the licensed software when reported to Flex-Enroll by
Customer. Flex-Enroll shall initiate work to correct the error as soon as possible, but
in no event in more than 8 hours from the time first reported by Customer, in order to
diligently develop an Error Correction. As soon as Flex-Enroll has developed its Error
Correction, it shall provide Customer with the Error Correction as soon as possible.
15. INDEMNIFICATION. Flex-Enroll shall defend, indemnify and hold harmless
Customer, its officials, officers, employees, agents and volunteers harmless from any
and all claims, injuries, damages, losses or suits, including all legal costs and attorney
fees, arising out of or in connection with the performance of this Agreement, or the
violation of any third party's trade secrets, proprietary information, trademark,
copyright, or patent rights in connection with the performance of services
contemplated in this Agreement, but only to the extent of Flex-Enroll's negligence or
comparative fault.
16. INSURANCE. Flex-Enroll shall procure and maintain for the duration of this
Agreement insurance against claims for injuries to persons or damage to property
which may arise from or in connection with performance of the services contemplated
in this Agreement, whether performed by Flex-Enroll, its employees, agents,
representatives, assigns, or consultants. Before the effective date of this Agreement,
Flex-Enroll shall provide Customer with a Certificate of Insurance evidencing
commercial general liability insurance written on an occurrence basis with limits no
7
less than $1,000,000 combined single limit per occurrence and $2,000,000 aggregate
for personal injury, bodily injury and property damage. Coverage shall include but not
be limited to: blanket contractual; products/completed operations/broad form property
damage; and employer's liability. Flex-Enroll's commercial general liability insurance
shall contain a clause stating that coverage shall apply separately to each insured
against whom claim is made or suit is brought, except with respect to the limits of the
insurer's liability.
17. TERMINATION.
Upon Customer termination for any reason, Customer shall immediately stop using the
Software and shall return to Flex-Enroll all copies of the Software and the
Documentation and shall certify in writing that all copies have been returned or
destroyed and that the copy of the Software on the hard disk has been permanently
erased.
In the event the City elects to terminate or not to renew this Agreement for any
reason, Flex-Enroll agrees to assist Customer with data extractions so that all data in
Flex-Enroll's possession could be converted into another format.
Neither party may terminate this Agreement except for material breach of this
Agreement by the non-terminating party. Further, except as provided for in Section 6,
neither party may terminate this Agreement unless the terminating party first provides
the non-terminating party at least thirty (30) calendar days from written notice and a
reasonable opportunity to cure.
18. INTEGRATION WITH BENEFITS PROVIDERS. Flex-Enroll agrees to contact each of
the City's benefits providers on at least an annual basis to attempt to create automatic
links to these providers from Flex-Enroll's software. These automatic links would be
8
designed and written with the main goal of eliminating paper forms or the reduction of
duplicate data entry on the party of Customer.
Customer affirms that it has read and understood this entire Agreement, including the
exclusions of warranties and limitations of remedies stated herein, and acknowledges that
the same constitute a negotiated allocation of risk reflected in the pricing of the license fee.
Agreed to between Customer and Flex-Enroll on the last date written below.
CITY OF KENT FLEX-ENROLL CORPORATION
C_
By: By:
Title: 'r'A Title: ZA±��
Date: _10 /,� -l( Date: 149-1-176
Address: 220 Fourth Ave. S. Address: P.O. Box 70366
Kent, WA 98032 Bellevue, WA 98007
software.agr
9
Exhibit A
LICENSE AND SUPPORT FEES
Initial License Fee: The License Fee for the Initial Customization shall be $9,999.00
Customer shall pay 50% of the Initial License Fee upon execution and the balance upon
installation of the Software.
Renewal License Fee/Annual Support Agreement: The annual license fee for each Renewal
Term is 20% of the Initial License Fee. Customer's Renewal License Fee is due and payable
within 30 days prior to the expiration of the license term for the previous term.
Standard Hourly Rate: The hourly rate for the 1996/1997 contract year is $70.00 per hour.
10
Exhibit B
CUSTOMIZATION OF SOFTWARE
Overall:
1) Software tabs will only show to employee by employee group
2) Programming issues for the City's payroll are not included in this exhibit
3) Report requirements are not included in this exhibit and further discussion will
be needed
GENERAL INFORMATION SCREEN:
1) Name: Last, First, Middle; City, State, Zip - Boxes and space for middle name needed
2) Phone - Parenthesis on area code and dash between phone numbers
3) Add Emergency Contact
Name, Phone number, Drop Box showing relationship
4) Birthday - MM DD YY
5) Pin#to 4 Character
6) Delete Beneficiary Key
7) Do not allow employee to change name - drop box H.R.
8) Add Salary, Date of Hire, Job Title
9) W-4 - Withholding
Print 2 copies of address change DRS format
Print 2 copies of W-4 Withholding
DEPENDENTSSCREEN:
1) Birth Date - MM DD YY
2) Reverse order of name - Last, First, Middle
MED-DEN SCREEN:
1) Delete Number of Children lines
11
Employee Only, Employee Spouse, Employee Children, Employee Family
2) Delete Pre/Post tax option- Show Automatic Pre-tax selection
3) Add Drop Down Box for Blue Cross or Group Health selection
4) Add names of dependent selected- list form
❑ Employee Only
❑ Employee, Spouse Only
❑ Employee, Children Only
Lists all dependents -Name, Birthday, Etc
❑ Employee, Family
List all dependents -Name, Birthday, Etc.
AD&D SCREEN: (Rename to Life Ins)
1) Total re-write of this screen required.
Base or Core Life (1 x annual salary)
Includes dependent life @ 1.00/mo
AD&D Benefit (1 x annual salary)
2) Add Beneficiary drop down screen, print 2 copies
Add sub-tab within Life Ins Tab for Voluntary Life
1) Pop-up application - medical portion print only, no info held in system. Upper part needs to be
retained in the system.
2) Include spouse and children on the screen with same pop-up screen.
3) Add Beneficiary drop down screen,print 2 copies.
LTD SCREEN: (Re-name Disability Ins) Employees will see only what applies to them
1) Plan 001 - Information Only (Max coverage 6,000) Monthly salary, 12A P/R preceding year
Add sub-tab within Disability Tab for Plan 002 Only
12
1) Plan 002 -Base LTD 50% of salary, City provided, flat rate, max coverage 2,000
Option B) Buy-up
Option C) Buy-up
4) Pop-up application for Unum, including rates
5) Two applications will be required- medical portion print only, no info held in system.
Print 2 copies of the form
STD SCREEN:(Rename to DRS)
1) Re-write screen for DRS (Department of Retirement Systems)
2) List LEOFF 1, LEOFF 2, PERS 1, PERS 2 with employee/City rates
3) Add Beneficiary drop down screen,print 2 copies.
401K/PLAN SCREEN: (Rename to 457)
1) Re-write screen for 457 (Deferred Compensation Screen)
2) Add sub-screens for American Funds and ICMA
3) Add Beneficiary drop down screen for each sub-screen,print 2 copies.
4) Show dollars amount elected by employee, City matching dollar amount
ADD NEW- BENEFICIARY SUMMARY SCREEN: (Read Screen Only)
1) List Base/Core Life, Voluntary Life, DRS, 457 - List beneficiary selected for each program as a
summary only (may include more than one beneficiary per plan).
DRS, Beneficiary
Core Life Beneficiary
Voluntary Life Beneficiary
Def Comp (Sub Screen-Amer Fund& ICMA)
AmerFund Beneficiary
ICMA Beneficiary
SUMMARY SCREEN: (Redesign needed) Will meet next week info to follow
13
1) Three Columns with headers for each column
Benefit Employee Premium City Premium
FLEXIBLE SPENDING ACCOUNT SCREENS: Will meet next week info to follow
1) Somewhat confusing, may require some changes for this year or training classes for employees.
Will review Report options next week- info to follow.
Includes daily auditing reports and summary then pending reports.
List of benefits to be added requiring dollar amount only:
Alaska USA Credit Union, per P/R
Savings Bond, per P/R
Union Dues, per P/R and month
Future Enhancements for 1997 not included in license agreement costs:
Yearend Benefit Summary
Management Benefit Enrollment
14
RELATIONSHIP BOX(17 character max)
AN - Aunt PA - Parent
BR- Brother SO - Significant Other/Fiancee
CN - Cousin ST - Sister
DA - Daughter SN - Son
DL - Daughter-in-Law SL - Son-in-Law
FA - Father UN - Uncle
FL - Father-in-Law WI - Wife
FR- Friend SI - Sister-in-law
GP - Grandparents BL - Brother-in-law
HU - Husband
MO - Mother
ML - Mother-in-Law
15