HomeMy WebLinkAboutCAG2019-010 - Original - UnifyHR, LLC - ACA Compliance Tracking Software - 10/01/2018 KENTRecords Management Document
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CONTRACT COVER SHEET
This is to be completed by the Contract Manager prior to submission
to the City Clerk's Office. All portions are to be completed.
If you have questions, please contact the City Clerk's Office at 253-856-5725.
Vendor Name: UnifyHR, LLC
Vendor Number (JDE):
Contract Number (City Clerk):
Category: Contract Agreement
Sub-Category (if applicable) Other _
Project Name:
Contract Execution Date: 10/01/18 Termination Date: 09/30/2020
Contract Manager: Laura Horea Department: HR
Contract Amount: $25,000
Budgeted: ® Grant?
Part of NEW Budget: ® Local: ❑ State: ❑ Federal: ❑
Related to a New Position: ❑
Approval Authority: ❑ Director ® Mayor ❑ City Council
Other Details: ACA rmmpliance tracking software and re.norhn❑
REQUEST FOR MAYOR'S SIGNATURE
Print on Cherry-Colored Paper-
" Routing Information:
(ALL REQUESTS MUST FIRST BE ROUTED THROUGH THE LAW DEPARTMENT)
Approved by Director_
Originator: Laura HOrea Phone (Originator)`. 5290
Date Sent: 1/15/19 Date Required: 1/15/19
Return Signed Document to: Laura HOrea Contract Termination bate: 9/30/20
VENDOR NAME: Date Finance Notified:
UnifyHR, LLC 22 00$ 0 and On required
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DATE OF COUNCIL APPROVAL: Date Risk Manager Notified:
Re wired on Non-C� Standard Contracts/Agreements)
Has this Document been Specifically Account Number:
Authorized in the Budget? YES NO
Brief Explanation of Document:
Agreement with UNIFYHR for ACA compliance tracking software and reporting.
All Contracts Must Be Routed Through The Law Department p n
(This area e completed by the Law Departmen
Received: tt J�i1�°m
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Law De Ca Comments;
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Recommendations and Comments:
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Disposition: S(3 � t�t4�15 City at Kent
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Date Returned: ryryry9 ama aunan Dace.. N n<w ..m e Ana ro: JAN 7 f0)9
(,BAN.
MASTER SERVICES AGREEMENT
("Agreement')
This Agreement is made and entered into this first day of October 1, 2018 ("Effective Date")
between City of Kent ("Client') and UnifyHR, LLC ("UnifyHR") and shall remain in effect per the
terms described herein.
1. SERVICES
1.1. In accordance with a schedule to be mutually agreed upon not more than fourteen
(14) days following the execution hereof, UnifyHR shall provide to Client through
Internet access and service personnel those services described in the Statement of
Work ("SOW") attached hereto and incorporated herein (the "Services").
1.2. The Services provided to Client are data analysis, reporting and administrative
services, as set forth more fully in the SOW(s) attached hereto. The Services do not
include accounting or legal services. UnifyHR shall owe no fiduciary duties to Client,
Plan or its employees pursuant to this Agreement.
1.3. UnifyHR has in place and will continuously maintain a disaster recovery plan with
necessary redundancies (i) to prevent any loss of any Client Data by UnifyHR or its
contractors utilized in accordance with Section 14 herein, and (ii) that permits
UnifyHR to react promptly to disruptions in service, and includes backup and
protection controls with respect to data and equipment, which enable timely
business resumption. UnifyHR shall: (a) upon request of Client, provide Client with a
copy of such disaster recovery plan; (ii) actively test, review, and update each such
plan on at least an annual basis (and any future updates or revisions to such plan
shall be no less protective than the plan in effect as of the date hereof); and (id)
immediately notify Client of any disaster or other event in which such plan is
activated. UnifyHR shall retain records and supporting documentation sufficient to
document the Services and the fees and expenses paid or payable by Client under
this Agreement.
1.4. Client acknowledges that the Internet consists of a series of networks that are
subject to failures and errors in operation and transmission. The Internet may be
insecure, and is a publicly accessible network subject to access at multiple
locations. The Services may be subject to failures and errors caused by the
operation or failure of, or defects in, the Internet. Any data transmitted over the
Internet, even when transmitted with security protections, is subject to possible
access, modification, diversion, corruption and disclosure by unintended parties. In
no event shall UnifyHR be liable as a result of any such failures, errors, access,
modification, diversions or disclosures caused by the Internet and not attributable to
by the acts or omissions of UnifyHR. Notwithstanding anything herein to the
contrary, UnifyHR agrees to use any such access mechanisms or portals requested
by Client to access Client Data.
1.5. Client shall not use the Services in any manner in violation of any law or
governmental regulation.
UnifyHR MSA and BAA v1.0 1
2. CLIENT DUTIES
2.1. Client or its agents and brokers shall timely provide UnifyHR with an electronic file,
in a mutually agreed upon format, containing data necessary to UnifyHR's delivery
of the Services (the "Client Data"). UnifyHR may rely and act upon any
communication delivered to UnifyHR by the Client employee(s) with the UnifyHR
user identification(s) established by Client. Client shall use reasonable efforts to
ensure that the form of all Client Data complies with all data privacy laws of the
United States. Without limiting the generality of the provisions protecting Client's
Confidential Information (hereinafter defined), UnifyHR's disclosure and use of
Client Data shall be strictly limited as set out in the Business Associate Agreement
attached hereto and incorporated herein.
2.2. Client shall timely review the analysis, management reports, activities and audit files
provided pursuant to section 1.2. Client shall provide related feedback and/or
approval as reasonably required by UnifyHR.
2.3. Due to UnifyHR's lack of control over the completeness, accuracy and timeliness of
the Client Data, Client shall indemnify UnifyHR for, and hold it harmless against,
any loss, liability, claim or expense (including reasonable attorneys' fees and court
costs) incurred by UnifyHR for claims arising out of any untimely, incomplete or
inaccurate Client Data submitted by Client or Client's agent(s), including Client's
stipulated data sources.
3. PLANS.
With respect to the coverage provided by the Plan, UnifyHR relies solely upon the
Client, reasonable interpretations and administration of the Plan by Client and
Client's counsel, and any governmental administrative interpretations of the Plan,
and UnifyHR will not be liable to Client for reasonably acting or refraining from
acting in reasonable reliance on such interpretations. UnifyHR shall not be liable or
responsible for any failure of Client to comply with any of Client's obligations relating
to the Plan, including without limitation obligations under applicable federal and
state laws (other than PPACA or any such laws relating to 6055 and/or 6056
reporting). Plan participants may be residents in, or citizens, of foreign countries as
determined by Client in its discretion; however, in no event shall UnifyHR be
responsible or liable for Client failing to comply with the laws or regulations of any
country outside of the United States.
4. FEES AND EXPENSES.
2.4. All fees, costs and expenses payable to UnifyHR for the Services (the "Fees") are
set forth in the Fee Exhibit attached hereto. The Fees shall be invoiced as stipulated
in the Fee Exhibit or Letter of Intent (LOI) and paid by Client in U.S. Dollars.
2.5. Client agrees to reimburse UnifyHR for miscellaneous pass through expenses it has
approved in advance in writing, to include; (i) travel expenses for coach air fare and
reasonable lodging, (ii) language changes to forms and web pages, (iii) other costs
above those necessary and sufficient to UnifyHR's standard delivery of Services
(collectively, "Miscellaneous Pass Through Expenses").
UnifyHR MSA and BAA 0.0 2
2.6„ Client shall pay UnifyHR for all undisputed Fees within thirty (30) days of Client's
receipt of the invoice. If Client is more than thirty (30) days past due in payment of
any undisputed Fees due under this Agreement, UnifyHR may suspend the
Services. Client may not assign or transfer its obligations under this provision.
5. PROPRIETARY RIGHTS.
Any software provided by UnifyHR under this Agreement and all source code,
object code and technical information pertaining to the software, and documentation
and derivative works thereof (collectively "UnifyHR Property') constitute trade
secrets of UnifyHR and its licensors (if any) and together with any and all patent,
copyright, trademark or other intellectual property rights related thereto are and
shall at all times be deemed "Confidential Information" and remain the property of
UnifyHR and its licensors. Client shall not modify, reverse engineer, reverse
assemble or reverse compile any UnifyHR Property. Client shall not distribute, rent,
lease, sublicense or transfer any UnifyHR Property to any third party (other than
Client's vendors), use the software in a service bureau or timesharing arrangement
with third parties, or otherwise allow direct or indirect use of the UnifyHR Property
by any third party (other than Client's vendors) unless authorized by UnifyHR. Client
shall not remove, modify or obscure any copyright, trademark or other proprietary
rights notices that appear on any UnifyHR Property or that appear during use of any
UnifyHR Property.
Notwithstanding anything herein to the contrary all reports and other work product
created by or on behalf of UnifyHR, whether in tangible or intangible form, in
connection with the Services ("Work Product") is for the sole benefit of Client and
shall be considered work made for hire and the Confidential Information of Client
and, upon creation, shall be and remain the sole and exclusive property of Client.
Further, UnifyHR hereby assigns all rights, title, and interest that UnifyHR or its
personnel has in such information to Client. If and to the extent that, under
applicable law, UnifyHR may be entitled to claim any interest in any Work Product
or exclusive title and/or ownership rights may not originally vest in Client as set forth
above, UnifyHR hereby irrevocably transfers, grants, conveys, assigns, and
relinquishes exclusively to Client all of UnifyHR's right, title, and interest in and to
such Work Product in perpetuity or for the longest period otherwise permitted by
law.
6. CONFIDENTIALITY.
"Confidential Information" (a) with respect to UnifyHR as the Disclosing Party shall
mean the information deemed to be "Confidential Information" as set forth in Section
5, and any other information clearly marked as "Confidential" at the time of
disclosure, and (b) with respect to Client as the Disclosing Party shall mean: (i)
Client Data, (ii) the Plan, and (iii) any other information disclosed by or on behalf of
Client, or to which UnifyHR is exposed because of this Agreement, including,
without limitation, all files, records, business plans, technical information, ideas,
methodologies, processes, intellectual property, personnel, contracts, and
information regarding, business operations, personnel, clients, customers, products,
services, pricing, organizational structure and financial data, and operational
information. Without limiting the generality of the foregoing, "Confidential
Information" with respect to Client shall also include NPPI and Privileged
Information.
UnifyHR MSA and BAA v1.0 3
"NPPI" means material, data, or information that comprises or contains "non-public
personal information" as defined by the Gramm-Leach-Bliley Act and its related
regulations.
"Privileged Information" means material, data, or information that (i) is subject to
and protected by legal privileges, including, without limitation, attorney-client and
attorney work product privileges or (ii) has been gained through the attorney-client
relationship which Client is under an ethical obligation to maintain in confidence.
Except with respect to Privileged Information, Confidential Information excludes
information available to the public other than by a breach of this Agreement.
Each party (the "Receiving Party") agrees that it will not disseminate, distribute,
expose, or in any way disclose any Confidential Information of the other party (the
"Disclosing Party"), to any third party; provided, however, that the Receiving Party
may (a) disclose the Confidential Information of the Disclosing Party to its
employees on a need-to-know basis, and (b) use the Disclosing Party's Confidential
Information to the extent necessary to perform its obligations under this Agreement
or for the specific business purpose for which it was made available. The Receiving
Party agrees that it will treat all Confidential Information with the same degree of
care as the Receiving Party accords its own Confidential Information, but in no
event, less than reasonable care. The Receiving Party certifies that any of its
employees to which it discloses the Disclosing Party's Confidential Information have
previously agreed, either as a condition to employment or in order to obtain the
Confidential Information, to be bound by terms and conditions as restrictive as the
terms and conditions applicable to the Receiving Party under this Agreement. The
Receiving Party shall immediately give notice to the Disclosing Party of any use or
disclosure of the Disclosing Party's Confidential Information prohibited by this
Section 6. The Receiving Party, at its cost and expense, agrees to assist the
Disclosing Party in remedying any such use or disclosure of Disclosing Party's
Confidential Information, which shall include, without limitation, payment of all of
Disclosing Parties' costs and expenses (including reasonable attorneys' fees)
incurred in connection with any such use or disclosure. Upon the expiration or
termination of this Agreement, the Receiving Party shall not have any right to the
further use of any Confidential Information of the Disclosing Party.
UnifyHR represents, warrants, and agrees that it will maintain reasonable security
measures to safeguard Client's Confidential Information, which security measures
shall be compliant with applicable law and with any data-handling procedures that
Client may from time to time provide to UnifyHR, and be commensurate with
industry standards. Without limiting the generality of the forgoing, such security
measures shall include, without limitation, the following: (a) access controls on
Client's Confidential Information, including controls to authenticate and permit
access only to authorized individuals and controls to prevent providing Confidential
Information to unauthorized individuals who may seek to obtain it through fraudulent
or other improper means; (b) access restrictions at physical locations containing
Client's Confidential Information (such as buildings, computer facilities, and records
storage facilities) to permit access only to authorized individuals; (c) monitoring
systems and procedures to detect or protect against actual and attempted attacks
on or intrusions into systems storing or handling Confidential Information; (d)
measures to protect against destruction, loss, or damage of Client Confidential
Information due to potential environmental hazards, such as fire or water damage or
technological failures; (e) training of UnifyHR's employees and other persons
performing on its behalf to implement any applicable information security measures;
UnifyHR VISA and BAA 0.0 4
and (f) encryption of all digital or electronic storage devices, using encryption
standards no less stringent than the Advanced Encryption Standard set forth by the
National Institute of Standards and Technology.
In the event the Receiving Party is compelled or otherwise required by court order
or other legal process or law, which is binding upon it, to disclose the Disclosing
Party's Confidential Information, it shall, to the extent permitted by law, promptly
give the Disclosing Party written notice that the Receiving Party has received a
request for the disclosure of the Confidential Information sufficiently before the date
of requested disclosure to permit the Disclosing Party to seek appropriate relief to
limit or prevent such disclosure, and the Receiving Party shall cooperate with the
Disclosing Party in securing such relief.
Notwithstanding anything herein to the contrary, UnifyHR shall keep and maintain
all Privileged Information in strict confidence and shall not disclose such Privileged
Information without the written consent of Client.
Client shall, upon at least two (2) business days prior written notice, have the right
to visit UnifyHR's facilities and to inspect, investigate, evaluate, and audit all
activities, books, records, data, and other information or materials of UnifyHR and
its employees and other persons performing on its behalf to enable Client to
examine or otherwise verify: (i) UnifyHR's policies, procedures, and practices with
respect to accessing, securing, managing, backing-up, recovering, or otherwise
safeguarding Client Data and Client's Confidential Information, including internal
controls related to implementation or oversight of any such policy, procedure, or
practice; (ii) the accuracy of any amount(s) invoiced by UnifyHR; (iii) systems,
equipment, and software that process, store, support, or transmit Client's
Confidential Information or are otherwise used to provide services or otherwise
perform hereunder; and (vi) the performance of UnifyHR's obligations hereunder
and its compliance with this Agreement.
The Receiving Party acknowledges and agrees that a breach or threatened breach
of its obligations under this Section 6 will cause irreparable injury to the Disclosing
Party for which damages are not reasonably ascertainable and there is no adequate
legal remedy. Accordingly, the Disclosing Party shall be entitled to seek and obtain,
without a showing of irreparable injury and inadequacy of legal remedy, and without
bond, a temporary or permanent injunction, or an order of specific performance from
a court of competent jurisdiction respecting any such breach or threatened breach.
Such equitable relief shall be in addition to all other rights and remedies that may be
available to the Receiving Party.
7. PUBLICITY.
UnifyHR agrees that it will limit use of client logos to presentation materials, and not,
otherwise, (i) make any public announcements, press releases or other publicity of
this Agreement and the Services contemplated hereby, (ii) use Client's name in its
marketing materials, (iii) disclose to any potential customer of UnifyHR or announce
or publicize that UnifyHR renders any services to Client and (iv) use Client's name
or logo in any lists published by it, without the prior written consent of Client.
UnifyHR MSA and BAA v1.0 5
8. WARRANTY.
UnifyHR represents and warrants that (i) it has, and during the Term (hereinafter
defined) will continue to have, all right, title, and interest necessary to provide the
Services and UnifyHR Property to Customer under the terms set forth in this
Agreement; (ii) it shall abide by, and the Services and Unify HR Property will be
provided to Client in conformity with, all applicable laws, rules, and regulations,
including data privacy laws; (iii) the UnifyHR Property and Services do not, and
during the Term shall not (a) infringe on or misappropriate any third party's
copyright, patent, trademark, trade secret or other proprietary rights or right of
publicity or privacy; or (b) violate any law, statute, ordinance or regulation, including,
without limitation, laws and regulations governing export control, false advertising or
unfair competition; (iv) the Service will be performed in workmanlike manner and in
accordance with the highest standards of care and diligence generally recognized in
the industry; (v) each UnifyHR employee or other person performing Services on
behalf of Unify HR is suitably skilled, knowledgeable, and experienced to provide
the Services requested, and to perform the tasks assigned to them; (vi) all persons
providing Services or performing under this Agreement on behalf of UnifyHR who
may have access to Client's Confidential Information shall be subject to appropriate
screening and background checks and shall be subject to confidentiality obligations
and information security policies and procedures no less stringent than is UnifyHR.
9. INDEMNIFICATION.
UnifyHR agrees to indemnify, defend, and hold harmless Client and each of its
respective partners, officers, directors, employees, successors, assigns,
representatives, and agents from any and all obligations, judgments, assessments,
losses, liabilities, costs, damages, deficiencies, fines, penalties, or expenses
(including reasonable attorneys' fees, accountants' fees, expert witness fees, and
related fees and court costs) arising from or relating to any claim, cause of action, or
allegation that is, or may be, made against any such indemnified person by any
third party in connection with (i) the gross negligence, fraud, or willful misconduct,
whether in contract, tort, or otherwise, of UnifyHR or any employee or other person
performing on its behalf, (ii) any breach of the provisions of Section 6
(Confidentiality), or (iii) any breach of UnifyHR's representations and warranties by
UnifyHR or any employee or other person performing on its behalf.
10. SUSPENSION OF SERVICE.
If Client breaches Sections 1.5, 2.2, 4.3, 5, or 6 of this Agreement, UnifyHR may
suspend the Services if Client fails to cure within fifteen (15) days of receipt of
written notice of breach.
11. EQUIPMENT OR SOFTWARE NOT PROVIDED BY UNIFYHR.
Client shall be solely responsible for the installation, operation, maintenance, use
and compatibility of equipment or software not provided by UnifyHR and UnifyHR
shall have no liability or responsibility in connection therewith. Client shall cooperate
with UnifyHR in setting the initial configuration for its equipment's interface with the
Services and comply with UnifyHR's reasonable instructions in connection
therewith.
UnifyHR MSA and BAA v1.0 6
12. LIMITATION OF DAMAGES.
EXCEPT AS OTHERWISE PROVIDED IN THE BUSINESS ASSOCIATE
AGREEMENT TO THE MAXIMUM EXTENT PERMITTED BY LAW, AND EXCEPT
IN CONNECTION WITH UNIFYHR'S (A) OBLIGATIONS UNDER SECTION 9
(INDEMNIFICATION), (B) BREACH OF OR PERFORMANCE UNDER SECTION 6
(CONFIDENTIALITY), OR (C) GROSS NEGLIGENCE, FRAUD, OR WILLFUL
MISCONDUCT, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY
INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES
ARISING FROM OR RELATED TO THIS AGREEMENT WHETHER FOR, AMONG
OTHER THINGS, BREACH OF WARRANTY OR ANY OBLIGATION ARISING
THEREFROM, AND WHETHER LIABILITY IS ASSERTED IN, AMONG OTHER
THINGS, CONTRACT OR TORT, AND WHETHER OR NOT SUCH PARTY HAS
BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH LOSS OR DAMAGE.
13. INSURANCE.
UnifyHR shall secure and maintain insurance coverages and related limits of
insurance pertinent to providers of the Services as described in Exhibit B. Such
coverages will include Workers Compensation, Employer's Liability, Commercial
General Liability, Umbrella Liability, Automobile Liability (Hired and Non-Owned),
and Technology Professional (Cyber) Liability. UnifyHR will provide Client a
Certificate of Insurance upon written request. Client requests for limit(s) of
insurance greater than those maintained by UnifyHR will be charged for the
associated increase in premium, if such increase in limit(s) can be obtained.
14. ASSIGNMENT AND TRANSFER.
Neither party may transfer or assign this Agreement, or its obligations hereunder,
without the prior written consent of the other party, except that either party may
assign, novate or otherwise transfer this Agreement in its entirety, without the
consent of the other party, to a successor in interest in connection with a merger,
reorganization, or sale of all or substantially all assets or equity. Client's
arrangement with a broker, consultant or other third party to remit payment for
Services does not constitute an assignment for purposes of this Agreement and
shall not limit UnifyHR' rights under Section 4.3 hereof. Other than Cloud hosting
and print-mail fulfillment, UnifyHR shall not use any subcontractor or other third
party in connection with its performance under this Agreement without Client's
express written consent. This Agreement shall be binding upon and inure to the
benefit of the parties hereto and each of their respective successors and permitted
assigns.
15. TERM AND TERMINATION,
13.1. The Initial Term (herein so called) of this Agreement shall commence on the
Effective Date and shall end upon the latest expiration of any SOW(s) attached
hereto. Any SOW(s) attached may be renewed at mutually agreed upon rates for
successive two (2) year terms upon execution of a written agreement of the parties
(each such two-year term being a "Renewal Term"), provided, however, that
UnifyHR shall give Client six (6) months notice if UnifyHR intends not to renew the
Agreement. The Initial Term and any Renewal Terms shall be referred to herein as
the "Term". Upon expiration of the Initial Term UnifyHR may increase Client rates
upon ninety (90) days written notice.
UnifyHR MSA and BAA v1.0 7
13.2. Except as provided in Section 10, either party (referred to as "Party A") may
terminate this Agreement by written notice to terminate delivered to the other party
(referred to as "Party B") if Party B has failed or refused to cure any material
breach of this Agreement within forty-five (45) days following Party B's receipt from
Party A of a written notice specifying the nature of Party B's material breach(es)
and Party A's intent to terminate this Agreement if Party B fails or refuses to cure
such specified material breach(es), except that Party A may terminate this
Agreement immediately upon written notice to Party B in the event of the breach by
Party B of any provision of Section 6 related to Client Data.
13.3. Either party may terminate this Agreement without cause in whole or in part (i.e.,
partially as to a specific SOW or element of service within an SOW) during the
Initial Term or any Renewal Term upon not less than sixty (60) days' written notice,
specifying the date upon which such termination shall become effective (the
"Effective Date of Termination"). If Client terminates this entire Agreement in
accordance with the preceding sentence, then Client shall pay all Fees incurred
through the Effective Date of Termination. Upon payment of the applicable charge
pursuant to Section 4.3, Client shall have no further payment obligation of any sort
to UnifyHR.
13.4. Either party may terminate this Agreement immediately by written notice delivered
to the other party if (i) the other party voluntarily files a petition in bankruptcy, (ii)
the other party is adjudicated bankrupt or insolvent pursuant to an order or
judgment entered by a court of competent jurisdiction that is no longer subject to
appeal and has become final, (iii) the other party makes an assignment for the
benefit of creditors or (iv) a receiver is appointed for the other party or for its
business and such receiver is not discharged within ninety (90) days after such
appointment. In such instance, the cancelling party shall have no further
obligations of any sort under this Agreement, except as set out in Section 15.5.
13.5. All rights and obligations that by their nature survive termination, and remedies of
the parties arising hereunder before any termination of this Agreement, shall
survive any termination of this Agreement. Termination shall not relieve Client from
paying all undisputed Fees accruing prior to termination. Without limitation of the
foregoing, the provisions of Sections 1.3, 1.4, 5, 6, 7, 8, 9, 12, 13, 15.5, 15.6, 15.7,
and 16.1 through 16.8 shall survive the expiration or termination of this agreement.
13.6. Upon and following any termination (in whole or in part) of this Agreement (except
for termination by UnifyHR under Section 15.2), UnifyHR agrees that it will provide
to Client such services, assistance and cooperation as reasonably requested by
Client and as may be necessary, advisable or appropriate to the orderly, efficient
and seamless transfer of the terminated Services either back to Client or any third
party designated by Client. If such transfer requires UnifyHR to provide data in any
format other than the standard UnifyHR format, Client agrees to pay UnifyHR one
thousand dollars ($1,000) for its costs incurred pursuant to such transfer.
13.7. Upon the expiration or termination of this Agreement or the earlier request of
Client, UnifyHR shall cease use of, and pursuant to direction of Client, as
applicable, return, transfer to another provider, and/or destroy or delete from its
systems all files, documents, or data in whatever form of media then in the
possession, custody, or control of UnifyHR, including, without limitation, Client's
Confidential Information. UnifyHR shall certify compliance with such directions
through a written statement signed by a duly authorized official of UnifyHR
responsible for assuring compliance therewith.
UnifyHR VISA and BAA v1.0 8
16. MISCELLANEOUS.
14.1. This Agreement together with the attached SOW(s), Fee Exhibits, and Business
Associate Agreement collectively represent the entire Agreement between the
parties with respect to the subject matter contained herein, and expressly
supersede and cancel any prior oral or written agreements with respect to the
subject matter contained herein, it being understood that the Business Associate
Agreement shall not limit the generality of the provisions under this Agreement
protecting Client. Each party acknowledges that it is not entering into the Agreement
on the basis of any representation not expressly contained herein. Other than as
specified herein, this Agreement may not be supplemented or modified except in a
writing executed by the parties.
14.2. This Agreement shall be governed in accordance with the laws of the State of
Washington without regard to its conflicts of law rules.
14.3. All notices delivered under the Agreement shall be in writing and deemed given
upon receipt when delivered personally or upon confirmation of receipt following
delivery of (i) electronic mail communication, (ii) nationally recognized overnight
courier service (iii) registered or certified mail, return receipt requested, postage
prepaid, addressed to each party at its last known address, or at such other address
furnished by the respective party immediately following the signatures affixed
hereto.
14.4. If any provision of this Agreement or portion thereof is found to be invalid or
unenforceable under applicable law, it shall be omitted from the Agreement without
invalidating the remainder of such provision or the remaining provisions of this
Agreement.
14.5. Neither party shall be liable for any delay or failure of performance affecting such
party or its contractors (other than obligations to make payments that have become
due and payable pursuant to this Agreement unless and to the extent that the
means of making payment has been affected by a Force Majeure Event) arising
from any cause, circumstance or contingency not caused by such party and beyond
the reasonable control of such party or its contractors, including acts of God, acts of
terrorism, governmental acts, accidents, war, riots or civil unrest, fires, storms,
earthquakes, floods, interruptions or failures of third-party telecommunication or
digital transmission links and Internet slow-downs or failures that cannot be
reasonably remedied (each a "Force Majeure Event'), provided that if UnifyHR is
the affected party, UnifyHR has successfully implemented its disaster recovery plan
with respect to the Services.
14.6. Each party will be and shall act as an independent contractor and not as an agent
or partner of, or party to as joint venture with the other party for any purpose and
neither party by virtue of this Agreement shall have any right, power, or authority to
act or create any obligation, express or implied, on behalf of the other party.
14.7. The various headings in this Agreement and in the attached schedules are for
convenience only. They shall not affect the meaning or interpretation of this
Agreement or any Section or provision hereof.
UnifyHR MSA and BAA v1.0 9
14.8. This Agreement may be executed in two (2) or more counterparts, each of which
shall be deemed an original and all of which, together, shall constitute one and the
same instrument. Facsimile execution and delivery of the Agreement is legal, valid,
and binding for all purposes.
Agreed to by their respective duly authorized representatives:
City of Kent UnifyHR, LLC
by:
Name: Dana Ralph A. Allen Gehrki
Title: Mayor President and CEO
Street Address: 220 Fourth Avenue South 105 Decker Court, Suite 530
City, State, Zip: Kent, WA 98032 Irving TX 75062
Date:
Physical address for each party for notices, requests, or demands:
To UnifyHR at:
UnifyHR, LLC
Attn: Chief Executive Officer
105 Decker Court Suite 530
Irving, TX 75062
To Client:
City of Kent
Attn: Laura Horea
Street Address: 400 West Gowe St.
City, State, Zip: Kent, WA 98032
UnifyHR MSA and BAA v1,0 10
BUSINESS ASSOCIATE AGREEMENT
This Business Associate Agreement ("Agreement") is entered into as of the date set forth (the
"Effective Date") in the Master Services Agreement, by and between Client (the "Covered
Entity") and UnifyHR, LLC ("Business Associate"), by means of their signatures on the Master
Services Agreement, Covered Entity and Business Associate are sometimes hereinafter
referred to individually as "Party" and collectively as "Parties".
RECITALS
The Parties, in order to establish the parameters of the Parties' business arrangement by which
the Covered Entity may disclose to the Business Associate certain Protected Health Information
(as that term is defined in 45 CFR Part 160.103) in the custody and control of the Covered
Entity, and the Business Associate may use, disclose or create Protected Health Information on
behalf of the Covered Entity.
The Business Associate provides certain services to the Covered Entity (the "Services");
In the course of providing such Services, the Covered Entity may disclose to the Business
Associate certain Protected Health Information ("PHI") in the custody and control of the Covered
Entity, and the Business Associate may use and further disclose such PHI, or create additional
PHI, in the performance of its Services on behalf of the Covered Entity; and,
The Covered Entity and the Business Associate desire to set forth their respective rights and
obligations with respect to the use and disclosure of PHI in order to comply with the
requirements of the Health Insurance Portability and Accountability Act of 1996 ("HIPAA") as
amended by the Health Information Technology for Economic and Clinical Health Act of 2009
(the "HITECH Act"), including all applicable regulations issued by the Department of Health and
Human Services ("HHS").
NOW, THEREFORE, Business Associate and Covered Entity agree as follows,
1. DEFINITIONS.
Capitalized terms used, but not otherwise defined, in this Agreement shall have the same
meaning as those terms in the HIPAA and/or the HITECH Act regulations. Unless
specifically indicated, all provisions herein are pursuant to the HIPAA and HITECH Act
regulations regarding Business Associate agreements only. Any prospective amendment
to the laws referenced in this Agreement prospectively amend this Agreement to
incorporate said changes by Congressional act or by regulation of the Secretary of
HHS.
1.1, Designated Record Set. "Designated Record Set" has the same meaning as the
term "designated record set" has in 45 CFR §164.501.
1.2. Individual. "Individual" shall have the same meaning as the term "individual" in 45
CFR 160,103 and shall include a person who qualifies as a personal representative
in accordance with 45 CFR 164.502(g).
1.3. Privacy Rule. "Privacy Rule" shall mean the Standards for Privacy of Individually
Identifiable Health Information at 45 CFR Part 160 and Part 164, Subparts A and E,
as amended by the HITECH Act.
UnifyHR MSA and BAA v1.0 11
1.4, Protected Health Information. "Protected Health Information" shall have the same
meaning as the term "protected health information" in 45 CFR 160.103 (as amended
by the HITECH Act), limited to the information created or received by Business
Associate from or on behalf of Covered Entity.
1.5, Required by Law. "Required by Law" shall have the same meaning as the term
"required by law" in 45 CFR 164,103.
1.6. Secretary. "Secretary" shall mean the Secretary of the U.S. Department of Health
and Human Services or his designate.
1.7. Security Rule. "Security Rule" shall mean the Security Standards for the Protection
of Electronic Protected Health Information at 45 CFR Part 160 and Part 164,
Subparts A and C, as amended by the HITECH Act.
1.8, Unsecured Protected Health Information. "Unsecured Protected Health
Information" shall mean Protected Health Information that is not secured through the
use of a technology or methodology specified by the Secretary in regulations or as
otherwise defined in the §13402(h) of the HITECH Act.
1.9. Breach. "Breach" shall have the same meaning as the term "breach" has in §13400
of the HITECH Act and 45 CFR 164.402, wherein breach is defined to mean the
acquisition, access, use, or disclosure of Protected Health Information in a manner
not otherwise permitted under HIPAA or the HITECH Act which compromises the
security or privacy of the Protected Health Information.
1.9.1. A use or disclosure of protected health information that does not include the
following information does not, by definition, compromise the security or
privacy of the Protected Health Information: names; postal address
information; zip code; telephone numbers, fax numbers; electronic mail
addresses; social security numbers; and medical record numbers.
1.9.2. The term Breach specifically excludes:
i) Any unintentional acquisition, access, or use of Protected Health
Information by a workforce member or person acting, under the
authority of the Covered Entity or the Business Associate, if such
acquisition, access, or use was made in good faith and within the
scope of authority and does not result in further use or disclosure in a
manner not permitted under HIPAA or the HITECH Act.
ii) (Any inadvertent disclosure by a person who is authorized to access
Protected Health Information at the Covered Entity or Business
Associate to another person authorized to access Protected Health
Information at the same Covered Entity or Business Associate, or
organized health care arrangement in which the Covered Entity
participates, and the information received as a result of such
disclosure is not further used or disclosed in a manner not permitted
under HIPAA or the HITECH Act.
iii) A disclosure of Protected Health Information where the Covered
Entity or Business Associate has a good faith belief that an
unauthorized person to whom the disclosure was made would not
reasonably have been able to retain such information.
UnifyHR MSA and BAA v1.0 12
Except as provided in Section 1.9.2 above, an acquisition, access, use, or disclosure
of Protected Health Information in a manner not permitted under the HIPAA or the
HITECH Act is presumed to be a Breach unless the Covered Entity or Business
Associate, as applicable, demonstrates that there is a low probability that the
Protected Health Information has been compromised based on risk assessment of at
least the following factors:
i) The nature and extent of the Protected Health Information involved,
including the types of identifiers and the likelihood of re-identification;
ii) The unauthorized person who used the Protected Health Information
or to whom the disclosure was made;
N) Whether the Protected Health Information was actually acquired or
viewed; and
iv) The extent to which the risk to the Protected Health Information has
been mitigated.
2. OBLIGATIONS AND ACTIVITIES OF BUSINESS ASSOCIATE„
The parties agree as follows:
2.1. Business Associate shall comply with the requirements of Title XI I, Subtitle D of the
Health Information Technology for Economic and Clinical Health (HITECH) Act,
codified at 42 U.S.C. §§17921-17954, which are applicable to Business Associates,
and shall comply with all regulations issued by the Department of Health and Human
Services (HHS) to implement these referenced statutes, as of the date by which
Business Associates are required to comply with such referenced statutes and HHS
regulations.
2.2. Business Associate understands that the HITECH Act has made certain provisions of
HIPAA directly applicable to all Business Associates, including requirements for
implementation of administrative, physical, and technical safeguards for maintaining
the privacy and security of PHI, and application of civil and criminal penalties for
violation of HIPAA or the HITECH Act.
2.3. Business Associate agrees to not use or further disclose Protected Health
Information other than as permitted or required in the performance of its Services to
Covered Entity, or as otherwise Required by Law.
2.4, Business Associate agrees to use appropriate privacy safeguards to prevent use or
disclosure of the Protected Health Information other than in connection with the
Services provided to the Covered Entity, and to maintain the integrity and
confidentiality of any Protected Health Information transmitted by Covered Entity to
Business Associate for the purpose of obtaining services or system support from
Business Associate.
2.5, Business Associate agrees to use all commercially reasonable efforts to maintain the
security of the Protected Health Information and to prevent unauthorized use and/or
disclosure of such Protected Health Information. Such security measures shall, at a
minimum:
2.5.1. Implement HIPAA-compliant administrative, physical and technical
safeguards, as defined by 45 CFR 164,304, that reasonably and
UnifyHR MSA and BAA v1.0 13
appropriately protect the confidentiality, integrity and availability of the
Covered Entity's electronic Protected Health Information that the Business
Associate accesses, maintains, creates, receives, retains, modifies,
records, stores, destroys, or otherwise holds, uses, or discloses; and
2.5.2. Business Associate agrees to ensure that any agent, including a
subcontractor, to whom it provides Protected Health Information received
from Covered Entity, or created or received by Business Associate on
behalf of Covered Entity, agrees to the same restrictions and conditions,
including the implementation of reasonable and appropriate security
safeguards, that apply through this Agreement to Business Associate with
respect to such information.
2.6, Business Associate agrees to mitigate, to the extent practicable, any harmful effect
that is known to Business Associate of a use or disclosure of Protected Health
Information by Business Associate in violation of the requirements of this Agreement.
2.7. Business Associate will make a report to the Covered Entity of any Breach or other
use or disclosure, or improper or unauthorized access or acquisition of Unsecured
Protected Health Information, as required by 42 U.S.C. §§ 17932 (b), within five (5)
business days of Business Associate's discovery of the Breach. This notice shall
include the identification of each individual whose Unsecured Protected Health
Information has been, or is reasonably believed by Business Associate to have been,
accessed, acquired or disclosed during such Breach. Business Associate shall
indemnify Covered Entity for any reasonable expenses Covered Entity incurs in
notifying individuals of a Breach caused by Business Associate or its subcontractors
or agents.
2.8. Business Associate agrees to make all reasonable efforts to ensure that any agent,
including a subcontractor, to whom it provides Protected Health Information received
from Covered Entity, or created or received by Business Associate on behalf of
Covered Entity, agrees to the same restrictions and conditions, including the
implementation of reasonable and appropriate security safeguards, that apply
through this Agreement to Business Associate with respect to such information.
2.9, Business Associate agrees to provide access, at the reasonable request of Covered
Entity, to Protected Health Information in a Designated Record Set, to Covered Entity
or, as directed by Covered Entity, to an Individual in order to meet the requirements
under 45 CFR 164.524.
2.10. Business Associate agrees to, at the request of, and in a reasonable time and
manner designated by the Covered Entity, make any amendment(s) to the Protected
Health Information that the Covered Entity directs or agrees to pursuant to 45 CFR
164.526 at the request of the Covered Entity or an individual and confirm such
change in writing in a timely manner.
2.11. Business Associate agrees to make available to the Secretary of Health and Human
Services, or his designee, or to Covered Entity, during Business Associate's normal
business hours, the internal practices, books, and records relating to the use and
disclosure of Protected Health Information received from, or created or received by
Business Associate on behalf of Covered Entity, in a time and manner designated by
the Covered Entity or the Secretary, for purposes of the Secretary determining
Covered Entity's compliance with the Privacy Rule. Business Associate also agrees
to make available to the Secretary of Health and Human Services, or his designee,
UnifyHR MSA and BAA v1.0 14
its policies, procedures, and documentation relating to its reasonable and
appropriate security safeguards of the Protected Health Information, for purposes of
the Secretary determining Covered Entity's compliance with the Security Rule.
2.12. Business Associate agrees to document such disclosures of Protected Health
Information and information related to such disclosures as would be required for
Covered Entity to respond to a request by an Individual for an accounting of
disclosures of Protected Health Information in accordance with 45 CFR 164.528.
2.13. Business Associate agrees to provide to Covered Entity or an Individual, in a
reasonable time and manner designated by Covered Entity, information collected in
accordance with the Agreement, to permit Covered Entity to respond to a request by
an Individual for an accounting of disclosures of PHI in accordance with 45 CFR
164.528.
2.14. Business Associate understands and agrees that, pursuant to the HITECH Act, if
Business Associate knows of a pattern of activity or practice that constitutes a
material breach or violation of the Covered Entity's obligation under the Agreement,
Business Associate must take reasonable steps to cure the breach or end the
violation. If such steps are unsuccessful, the Business Associate must terminate the
Agreement, if feasible; if termination is not feasible, Business Associate must report
the problem to the Secretary of Health and Human Services.
3. PERMITTED USES AND DISCLOSURES BY BUSINESS ASSOCIATE.
Except as otherwise limited in this Agreement, Business Associate may use or disclose
Protected Health Information on behalf of, or to provide services to, Covered Entity, as
required in connection with the performance of the Services, provided that such use or
disclosure would not violate the HIPAA Privacy Rule if done by Covered Entity or the
minimum necessary policies and procedures of Covered Entity, to the extent they are made
known to the Business Associate. In addition:
3.1, Except as otherwise limited in this Agreement, Business Associate may disclose
Protected Health Information for the proper management and administration of
Business Associate, and to fulfill any present or future legal responsibilities of
Business Associate, provided that disclosures are Required by Law, or the Business
Associate obtains reasonable assurances from the person to whom the information
is disclosed that (i) the information will remain confidential and used or further
disclosed only as Required by Law or for the purpose for which it was disclosed to
the person, and (ii) the person notifies Business Associate of any instances of which
it is aware in which the confidentiality of the information has been breached.
3.2, Business Associate may use Protected Health Information to report violations of law
to appropriate Federal and State authorities, consistent with 45 CFR 164.5020)(1).
UnifyHR MSA and BAA v1.0 15
4. OBLIGATIONS OF COVERED ENTITY.
Covered Entity agrees as follows:
4.1. Covered Entity shall notify Business Associate of any limitations in its Notice of
Privacy Practices of Covered Entity in accordance with 45 CFR 164.520, to the
extent that such limitation may affect Business Associate's use or disclosure of
Protected Health Information.
4.2, Covered Entity shall notify Business Associate of any changes in, or revocation of
permission by an Individual to use or disclose Protected Health Information, to the
extent that such changes may affect Business Associate's use or disclosure of
Protected Health Information.
4.3, Covered Entity shall notify Business Associate of any restriction to the use or
disclosure of Protected Health Information that Covered Entity has agreed to in
accordance with 45 Cl 164.522, to the extent that such restriction may affect
Business Associate's use or disclosure of Protected Health Information.
4.4, Covered Entity shall not request Business Associate to use or disclose Protected
Health Information in any manner that would not be permissible under the Privacy
Rule if done by Covered Entity (except data aggregation and management and
administrative activities of Business Associate).
5. TERM AND TERMINATION.
The parties agree as follows:
5.1. Term. The term of this BAA shall commence as of the "Effective Date" and shall
terminate when all of the Protected Health Information provided by Covered Entity to
Business Associate, or created or received by Business Associate on behalf of
Covered Entity, is destroyed or returned to Covered Entity, or, if it is infeasible to
return or destroy Protected Health Information, protections are extended to such
information, in accordance with the termination provisions in this Section.
5.2. Termination for Cause. Upon Covered Entity's knowledge of a material breach of
this Agreement by Business Associate, Covered Entity shall provide a reasonable
time for Business Associate to cure the breach. If Business Associate does not cure
the breach within such reasonable time, or if cure is not feasible, Covered Entity may
terminate the Services immediately, but the Covered Entity shall remain responsible
for any and all fees for Services rendered prior to such termination.
6. EFFECT OF TERMINATION.
The parties understand and agree that Business Associate has an ethical obligation to retain
documentation regarding and supporting legal services it renders to the Covered Entity.
Consequently, it is agreed and understood that, upon termination of the Agreement, for any
reason, it will be infeasible to return or destroy the Protected Health Information that
Covered Entity disclosed to Business Associate. Nonetheless, Business Associate shall
extend the protections of this Agreement to such Protected Health Information and limit any
further uses and disclosures of such Protected Health Information to those purposes that
make the return or destruction infeasible.
UnifyHR MSA and BAA v1.0 16
7. MISCELLANEOUS.
7.1. Regulatory References. A reference in this Agreement to a section in the Privacy or
Security Rules means the section as in effect or as amended, and for which
compliance is required.
7.2. Amendment. The parties agree to take such action as is necessary to amend this
Agreement from time to time as is necessary for the parties to comply with the
requirements of the Privacy and Security Rules and the Health Insurance Portability
and Accountability Act of 1996, Public Law 104-191, as it relates to Business
Associate's performance thereunder.
7.3. Interpretation. Any ambiguity in this Agreement shall be resolved in favor of a
meaning that permits Covered Entity to comply with the Privacy and Security Rules.
7.4. Survival. The respective rights and obligations of Business Associate under sections
2, 3, and 6 of this Agreement shall survive the termination of this Agreement as long
as Business Associate and its subcontractors or agents are in possession of any
Covered Entity Protected Health Information.
7.5, No Third-Party Beneficiaries. Nothing express or implied in this Agreement is
intended to confer, nor shall anything herein confer, upon any person other than the
parties and their respective successors or assigns, any rights, remedies, obligations,
or liabilities whatsoever.
7.6. Washington Medical Records Laws. Business Associate shall comply with the
Washington Medical Records Laws and the related regulations, as may be amended
from time to time.
UnifyHR MSA and BAA v1.0 17
Statement of Work
ACA Comprehensive Services
City of Kent
This Statement of Work ("SOW") is subject in all respects to the Master Services
Agreement between Client and UnifyHR ("Agreement"). In the event of a conflict
between this SOW and the Agreement, the Agreement shall prevail.
Additional services requested by Client and provided by UnifyHR that are not described
herein as part of the SOW may be purchased by Client pursuant to the Agreement and
will be provided by UnifyHR at then-current rates. Notwithstanding the preceding, it is
agreed that the services described herein include by implication all lesser and included
baseline services and activities that are necessary to render the described service.
1. ACA Comprehensive Administration Services
1.1. Eligibility Analysis: UnifyHR will utilize Client provided data to determine
employee full-time/part-time status under applicable methodologies as
defined by the Affordable Care Act ("ACA") and subsequent federal guidance.
Similarly, UnifyHR will provide Client current variable hour employee average
hours worked and likely outcome of current ongoing or new hire individual
measurement periods.
1.2. Set up Client in the UnifyHR Application: UnifyHR will set up the Client in
the UnifyHR application, including Client specific demographic information,
designated Client contacts, Client defined set of application users, and other
provisions.
1.3. Load Employee Data and Participant Data: UnifyHR requires data for
employees and participants, along with dependent data (where applicable),
be loaded to the UnifyHR application. To facilitate this load, UnifyHR will
provide to Client or the Client's designated agent a file specification for the
transmission of this data. Once received, UnifyHR will review the data file for
errors and load the data. If Client cannot provide the data in a consumable
format, UnifyHR will attempt to utilize an existing feed at the current data
conversion rate.
See Fee Exhibit for additional setup fees applicable to multiple system
interfaces.
1.4. Management Reports: UnifyHR will provide Client with real-time access to
facilitate review and timely client feedback regarding available reports (e.g.,
1095 audit file and reports).
1.5. Management Report Orientation: UnifyHR will orient Client to Management
Reports in the application as well as other information as reasonably
requested by Client.
UnifyHR ACA Comprehensive SOW 1.0 1
1.6. Result data feed: UnifyHR will provide to Client result files on an agreed
upon schedule that include the outcomes of applicable employee eligibility
analysis as well as the summary client data used to determine those
outcomes.
1.7. Historical Analysis: UnifyHR will utilize historical demographic, payroll, and
employment data to determine the optimal configuration to meet the Client's
enrollment goals and PPACA compliance mandates on an annual basis.
1.8. Health Insurance Exchange Enrollment Forms: UnifyHR will, for applicable
employees, digitally generate, for Client distribution, the employer portion of
the Health Exchange enrollment form (aka "Employer Coverage Tool") for
Client distribution.
1.9. Affordability: If Client provides pay rate and employee premium information,
UnifyHR will determine plan affordability for each employee based on current
PPACA requirements.
1.10. 6055 and 6056 Reporting: Each fiscal quarter, UnifyHR will process Client
files as necessary to create, test and update Form 1095-C content. Provided
Client has submitted final production data no later than twenty-one (21 ) days
before the statutory deadline, UnifyHR will create the necessary information
returns as mandated by the IRS to fulfill the Client's obligations under
sections 6055 and 6056 of the Internal Revenue Code. This includes
complete physical fulfillment service to the client's employee population
(printing, mailing, and return mail support), as well as creation and
submission of the electronic returns to the IRS on behalf of the Client. See
Fee Exhibit for additional setup fees applicable to multiple system interfaces.
2. Fees
2.1. Fees: All fees, costs and expenses payable to UnifyHR for the Services (the
"Fees") are set forth in the Fee Exhibit attached hereto. The Fees shall be
invoiced and paid in U.S. Dollars.
2.2. Implementation Fees: Implementation and Setup fees will be invoiced upon
contract execution.
2.3. 6055 and 6056 Fees: Fees for Reporting and Fulfillment under IRS sections
6055 and 6056 will be invoiced at one fourth the estimated annual amount at
the beginning of each calendar year quarter. Following the IRS imposed
deadline each reporting year, actual 6055/6056 Reporting Fees will be billed
to Client reduced by previously paid estimates.
2.4. PEPM Fees: Per Employee Per Month (PEPM) Fees will be calculated on the
last day of each calendar month by multiplying the total number of active
employees for such month by the applicable PEPM rate. This calculated fee
will be invoiced to Client during the subsequent calendar month. PEPM fees
UnifyHR ACA Comprehensive SOW 1.0 2
will commence no later than ninety (90) days after the initial implementation
meeting.
2.5. Other Fees: Any fees for other services will be invoiced according to the
methodology and frequency set forth in the attached Fee Exhibit.
UnifyHR ACA Comprehensive SOW 1.0 3
Fee Exhibit
This schedule of fees for services enumerated in the SOW is subject in all respects to
the Outsourcing Services Agreement between Client and UnifyHR ("Agreement'). In the
event of a conflict between the SOW and the Agreement, the Agreement shall prevail.
_._ _...m._ _....n....._ - -
Implementation Fee
General Implementation Fee - Includes 5 FEINs and 5 Health $2,363
Plans
Additional FEINs - Per Each Set of 5 $1 ,000
Additional Health Plans - Per Each Set of 5 $1 ,000
Setup Fees - Per System Interface $1 ,350
_.__..........._....._. --------- _....._ .
Retro EDI Setup Fee - Retroactive Data Capture $0
ACA Comprehensive Services Fee
Hours & Affordability Tracking PEPM $0.77
—_._....
1095/1094 Reporting Per 1095 $3.42
Annual Plan Maintenance Fee Fee
Annual FEIN Maintenance Fee - Per Each 5 FEINs $1,000
Fees billed annually at SOW anniversary
Annual Health Plan Maintenance Fee Per Each 5 Health $1,000
Plans
Fees billed annually at SOW anniversary
Data Conversion Fee Fee
Data Conversion Fee $50.00
Fee billed per hour
Fees are subject to an annual minimum total of $5,000.
Fee Effective Period: October 1, 2018 through September 30, 2020
- Continues on next page -
UnifyHR ACA Comprehensive SOW 1.0 4
Client and UnifyHR cause this SOW and Fee Exhibit to be effective with the signature of
their respective duly authorized representatives:
Client Name UnifyHR, LLC
Laura Horea Allen Gehrki
Contact Name — Contact Name _..._.
Ihoreaakentwa.gov agehrkipunifyhr.com
_..._.__.,........_........,.... . ........................... ... .... m.............__._......... .........
Contact Email .,.. Contact Email
220 Fourth Avenue South 105 Decker Court, Suite 150
Street Address Street Address
Kent, WA 98032 Irving, TX 75062
City State,Zip City„sWe,Zip
` - ' �
Client Aulhorizaa na g ura ClientAuthonzed Signature
Dana Ralph, Mayor Allen Gehrki, CEO and President
Prnted Narrt�e and Title Printed Name and Title
1 t� y c„
Date Date
UnifyHR ACA Comprehensive SOW 1.0 5
EXHIBIT B
INSURANCE REQUIREMENTS FOR
CONSULTANT SERVICES AGREEMENTS
Insurance
The Contractor shall procure and maintain for the duration of the Agreement, insurance
against claims for injuries to persons or damage to property which may arise from or in
connection with the performance of the work hereunder by the Contractor, their agents,
representatives, employees or subcontractors.
A. Minimum Scope of Insurance
Contractor shall obtain insurance of the types described below:
1. Comnercial General Liabij_iU insurance shall be written on ISO occurrence
form CG 00 01 and shall cover liability arising from premises, operations,
independent contractors, products-completed operations, personal injury
and advertising injury, and hability assumed under an insured contract.
The Commercial General Liability insurance shall be endorsed to provide
the Aggregate Per Project Endorsement ISO form CG 25 03 11 85. The
City shall be named as an insured under the Contractor's Commercial
General Liability insurance policy with respect to the work performed for
the City using ISO additional insured endorsement CG 20 10 11 85 or a
substitute endorsement providing equivalent coverage.
2. Professional Liabilit (Errors & Omissions insurance appropriate to the
Consultant's profession.
B. Minimum Amounts of Insurance
Contractor shall maintain the following insurance limits:
1. Commercial General Liability insurance shall be written with limits no less
than 52,000,000 each occurrence, $2,000,000 general aggregate and a
$2,000,000 products-completed operations aggregate limit.
2. Professional Liability (Errors & Omissions) Insurance shall be written with
limits no less than $1,000,000 per claim and $1,000,000 policy aggregate
limit.
C. Other Insurance Provisions
The insurance policies are to contain, or be endorsed to contain, the following provisions
for Automobile Liability and Commercial General Liability insurance:
EXHIBIT° B (Continued)
1. The Contractor's insurance coverage shall be primary insurance as respect the City.
Any Insurance, self-insurance, or insurance pool coverage maintained by the City shall
be excess of the Contractor's insurance and shall not contribute with it.
2. The Contractor's insurance shall be endorsed to state that coverage shall not be
cancelled by either party, except after thirty (30) days prior written notice by certified
mail, return receipt requested, has been given to the City.
3. The City of Kent shall be named as an additional insured on all policies (except
Professional Liability) as respects work performed by or on behalf of the contractor and
a copy of the endorsement naming the City as additional insured shall be attached to
the Certificate of Insurance, The City reserves the right to receive a certified copy of
all required insurance policies. The Contractor's Commercial General Liability
insurance shall also contain a clause stating that coverage shall apply separately to
each insured against whom claim is made or suit is brought, except with respects to
the limits of the insurer's liability.
D. Acceptability of Insurers
Insurance is to be placed with insurers with a current A.M. Best rating of not less than
ANII.
E. Verification of Coverage
Contractor shall furnish the City with original certificates and a copy of the amendatory
endorsements, including but not necessarily limited to the additional insured
endorsement, evidencing the insurance requirements of the Contractor before
commencement of the work.
F. Subcontractors
Contractor shall include all subcontractors as insureds under its policies or shall furnish
separate certificates and endorsements for each subcontractor. All coverages for
subcontractors shall be subject to all of the same insurance requirements as stated herein
for the Contractor.
UnifyHR Services
Proposal
Unify, HR
About UnifyHR
UnifyHR provides flexible and affordable services that help employers manage complex
employee benefits programs so they can focus on their core business.
Our management team has extensive experience in employee benefits administration. The
team includes the co-founders of CompLink, an industry-disrupting COBRA and Billing
Services administrator that was acquired by CONEXIS, as well as the founders of
HRAdvance, one of the nation's premier eligibility verification service providers.
We know that every employer has unique business needs, so we've we designed flexibility
into everything we do. We'll work with you to design a program that meets your
compliance obligations while reducing your risk and workload, saving you time and money.
Features Common to All UnlifyHR Services
While each UnifyHR service includes its own unique set of features, there are several
important service features that are shared across all of our services, including:
Technology
UnifyHR uses Azure, an industry leading cloud solution from Microsoft. This open and
flexible cloud platform allows UnifyHR to quickly build, deploy and manage our proprietary
application across a network of data centers supported by Microsoft, making UnifyHR
incredibly nimble, infinitely scalable, and highly secure.
Microsoft Azure provides U.S.-based geographically redundant storage, world-class data
encryption utilizing SSL and TLS cryptography, and intrusion detection with automated
penetration testing and tools designed to help identify and mitigate potential threats.
Data Transfer and Integration
We designed our application to simplify the complexities of sharing data between
organizations. We will accept and aggregate data from different sources (payroll, benefits
administration, leave and enrollment systems, etc.), analyze the data, and then use the
results to administer our services in accordance with each employer's unique needs and
business rules.
To lessen the demand on their IT teams, many of our customers utilize existing reports
and downloadable extracts from their native systems (e.g., payroll, HRIS, Time &
Attendance, etc.). We can accept data in several formats (e.g., tab-delimited text files,
CSV, etc.). While it's always preferable to receive data in our file layout, we are very
flexible and often able to "marry & map" data, eliminating the need for the employer's IT
team to program to our file specifications.
Onboarding and Ongoing Customer Service
Our new client onboarding process is built on proven project management processes and
is driven by our highly trained and deeply experienced client services team members.
Each new client is assigned to a team consisting of a product architect, the employer's
designated client relationship manager, and an EDI analyst. This structure allows each
team to take a consultative approach, providing best-practice recommendations to tailor
our services to satisfy the unique needs of each employer client.
The employer's designated client relationship manager leads the onboarding process and
continues to serve as the employer's day-to-day contact to provide continuity of service
and account knowledge. Client services team members are available toll-free Monday
through Friday (excluding holidays and scheduled company closures) from 8 a.m. to 5
p.m. Central Time.
Security
We strive to provide our customers with peace of mind by ensuring regulatory and
operational compliance that is continuously monitored by
internal and external parties.
The American Institute of Certified Public Accountants
(AICPA) has developed the Service Organization Controls
(SOC) framework, a standard for controls that safeguard Al PA
the confidentiality and privacy of information. A SOC 2 m; 90
audit gauges the effectiveness of a Cloud Service
Providers' (CSP) system, based on the AICPA Trust so
Service Principles and Criteria. Our services are audited ^ alcpa.org/sac
annually against the SOC reporting framework by
independent third-party auditors.
Reporting and Anallytics
Our proprietary reporting system gives our clients access to the detailed reports they need
to monitor their compliance and audit status quickly and easily. In addition to our standard
dashboard reports, we offer a fully customizable library of on-demand and automated
scheduled reports which are protected by HIPAA-compliant encryption.
In addition to the wide variety of standard reports, custom ad-hoc reporting is available
depending on customer needs and source data.
ACA Compliance Services
Although its status has been questionable at times, the Affordable Care Act (ACA) remains
law and employers must continue to meet its challenging requirements or face substantial
penalties. But complying with ACA rules is no easy task, and doing so can be very difficult
for employers.
Outsourcing ACA administration reduces an employer's workload and can help ensure that
an employer accurately manages their ACA program while protecting them from potential
penalties.
Hours Tracking Administration
The UnifyHR application tracks client-specific data for measurement, administration, and
stability periods as defined by the Department of Treasury. We can track both the Monthly
or Look-Back Measurement methods (or a combination thereof) depending upon the
employer's unique compliance plan design requirements, taking into account things such
as paid leaves of absence, qualified unpaid hours and all variations of the Rule of Parity.
Our system sends automated alerts to the employer and assigned representatives of
pending changes affecting employees.
Affordability Tracking Administration
Our affordability tracking service (included in our Comprehensive service option)
measures, monitors, and reports all appropriate employee groups to perform
affordability calculations utilizing the Rate of Pay, W2 or Federal Poverty
Level affordability safe harbors.
IRS 109511094 Reporting
Our Comprehensive and Reporting-Only services both include code generation and the
production, printing, and mailing of 1095-C forms for all eligible employees, including
enrolled individuals such as retirees and COBRA participants. We also include the
production and electronic XML filing of corresponding 1094 Transmittals utilizing the IRS
AIR system.
Our mail services include USPS First-Class mailing with returned mail tracking, reporting,
destruction, and queuing of replacement statements. All related printing and postage fees
are included in the 1095 "per statement" activity fee.
Marketplace Exchange Notifications and Audit Defense Packets
Upon notification of an Employer Appeal Request, we will review, validate, and
provide timely support to enable the client to respond to any requests from the
Marketplace for potentially erroneous tax credit awards.
Our automated Employer Coverage Tool (ECT) form allows employers to quickly and
easily generate a fully personalized ECT form to print or email to individuals requesting
documentation, including our contact information to respond to any Marketplace inquiries
on behalf of the customer.
In the event of an IRS audit, we will provide a review of all penalty notices and respond
with a comprehensive IRS Audit Defense Packet and corresponding documentation.
ACA Comprehensive Services s
m m ® -
ACA Lives: Includes all full-time, part-time, variable and 700
seasonal employees
Reportable Lives: Includes all active, retiree and COBRA 660
lives eligible to receive 1095 tax forms
...... ....--_. ._._.._ _ ------
Proposed
Effective Date January 1 , 2019
.............---------------------------------............ ----------------- - -........ -........_ _..._.....--_.........._ -,.-
Fee Guarantee Period Two Years
_____ ............. .... ...._ ......_... _..w
Total Number of Health Plans 4
Total Number of FEINs 1
Number of System Interfaces 2
Potential 2018 4980h(a) ACA Penalty $1 ,451,220
Eq MOM
General Implementation Fee - Includes 5 FEINs 1 $2,363* $2,363
and 5 Health Plans
Additional FEINs - Per Each Set of 5 0 $1 ,000 $0
Additional Health Plans - Per Each Set of 5 0 $1 ,000 $0
Setup Fees Per System Interface 2 $1,351 $2,700
- .... _.. ................_..... --- _..._. ....._ _... .........
Retro EDI Setup Fee Retroactive Data 1 1 $1,000 $0*
Capture
Hours & Affordability Tracking - PEPM 700 7$M ,40.77* $6, 68
1095/1094 Reporting - Per 1095 6603.42* $2257
MMm
Annual FEIN Maintenance Fee - Per Each 5 1 $1,000 $1,000
FEINs
-- .....,...__,.,....
Annual Health Plan Maintenance Fee - Per 1 $1,000 $1,000
ff Each 5 Health Plans
$13,788 $10,725
See "Miscellaneous Fees and Assumptions" below for additional information
*Health & Benefits Leadership Conference Special Promotion
Miscellaneous Assumptions
Mid-Year FEIN Takeover Fee — Per FEIN $500
Mid-Year Acquisition Takeover Fee — Per Acquisition $500
Manual Data Entry: Per Hour Fee $50
Assumptions
The fees above assume all FEINs are considered ALEs of the same Applicable Large
Employer ("Control Group") and supported by the same technology interfaces. EDI/System
interfaces are defined as the various customer systems where required ACA data
elements may be maintained such as a Payroll, HRIS, Benefits Enrollment, Time &
Attendance, FMLA/LOA or COBRA, etc. Organizations that require more complex
interface(s) may be subject to additional implementation and setup fees. Annually
recurring Administration PEPM and Activity Fees are subject to an annual minimum of
$5,000.
Estimated annual fee(s) are calculated using provided lives. We reserve the right to adjust
the fees quoted if the actual number of employees vary by more than 20 percent of the
estimated lives indicated above. All fees are valid for 60 days beyond the proposed
effective date.
Definitions f ACA Services
General Implementation Fee
Set up of client data in our system, including client-specific account structure, demographic
information, designated client contacts, a client-defined set of application users, and other
provisions.
The general implementation fee includes up to five FEINs and five health plans. Additional
fees apply for each additional set of five FEINs or each additional set of five health plans.
System Integration Setup Fee
Client data file(s) mapped to our file requirements to ensure accurate and timely
processing. The fee is calculated per source integration.
e ro EDI Takeover Setup Fee
To properly administer your ACA program, �,ve need employee data for each month of the
calendar year. Therefore, it's best if employers implement our services prior to January 31
The retro EDI fee applies to employers who choose to implement our services after July 1 .
Comprehensive Flours Tracking PEPM Fees
Determine ACA full-time and part-time classifications based upon client's compliance plan
design utilizing the Monthly and/or Lookback Measurement Methods, determine plan
affordability for each employee based on current PPACA requirements; support
Marketplace Appeal inquiries, and generate IRS Defense Packets (when required). PEPM
fee invoiced by the fifth day of each month.
1095/1094 Reporting activity Fees
Create the necessary information returns as mandated by the IRS to fulfill the client's
obligations under sections 6055 and 6056 of the Internal Revenue Code. This includes
complete fulfillment services to the designated populations (1095 code generation,
printing, mailing, return mail support) as well as creation and submission of the electronic
returns to the IRS on behalf of the employer. Fees invoiced quarterly (one-fourth of
illustrated 1095/1094 activity fee per quarter). Final tax year production adjustment "trued-
up" and invoiced following physical distribution of 1095-C forms each year
Contact Us Today
I would like to thank you for the opportunity to present this proposal. I am confident that
UnifyHR is the perfect match for your business needs, and we're excited about the
prospects of working with you and your organization.
If you have any questions about UnifyHR and our services, or if you need additional
information, please don't hesitate to contact me. If I don't hear from you in the meantime,
I'll be in touch soon to make sure you have everything you need to make a decision.
Best regards,
46
Brad C. Inghram
Executive Vice President of Sales
binghram@unifyhr.com
Toll-free: 800.610.1738 ext. 405
Direct: 469.202.8740
Mobile: 916.220.8000
Are you ready to move forward with UnifyHR? That's great news! Please complete our
simple online new business application to confirm and we'll start the onboarding process
right away.
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