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HomeMy WebLinkAboutAPPLICATION SOFTWARE INC ASIFLEX - CONTRACT - RFP - P1129 FLEXIBLE SPENDING ACCOUNT ADMINISTRATORSERVICES AGREEMENT THIS AGREEMENT made and entered into the dayand yearset forth below byand between THE CITY OF FORT COLLINS, COLORADO, a Municipal Corporation, hereinafter referred to as the "City" and Application Software Inc. (aka: ASIFlex)., hereinafter referred to as "Service Provider". W ITNESSETH: In consideration of the mutual covenants and obligations herein expressed, it is agreed by and between the parties hereto as follows- 1 . Scope of Services. The Service Provider agrees to provide services in accordance with the scope of services attached hereto as Exhibit "A", consisting of four (4) pages and incorporated herein by this reference. 2. Contract Period, This Agreement shall commence on January 1, 2009 and shall continue in full force and effect until December 31, 2009, unless sooner terminated as herein provided. In addition, at the option of the City, the Agreement may be extended for additional one year periods not to exceed four (4) additional one year periods. Renewals and pricing changes shall be negotiated by and agreed to by both parties. The Denver Boulder Greeley CPIU published by the Colorado State Planning and Budget Office will be used as a guide. Written notice of renewal shall be provided to the Service Provider and mailed no later than ninety (90) days prior to contract end. 3. Delay. If either party is prevented in whole or in part from performing its obligations by unforeseeable causes beyond its reasonable control and without its fault or negligence, then the party so prevented shall be excused from whatever performance is prevented by such cause. To the extent that the performance is actually prevented, the Service Provider must provide written notice to the City of such condition within fifteen (15) days from the onset of such condition. [Early Termination clause here as an option. 4. Early Termination by City/Notice. Notwithstanding the time periods contained herein, the City may terminate this Agreement at any time without cause by providing written notice of termination to the Service Provider. Such notice shall be delivered at least fifteen (15) days prior to the termination date contained in said notice unless otherwise agreed in writing by the parties. All 0 SA rev07/08 12. Discrimination Testing for IRS compliance will be calculated by Service Provider at least once per year. The City will be notified by Service Provider of any discrimination test problems. 13. Service Provider shall employ, at its expense, such personnel of a management or executive nature, and such technical, sales, and other personnel as are reasonably required by the City for the proper administration of the Plan. 14. Service Provider agrees to use Participants' Employee Identification Numbers in lieu of Social Security Numbers in order to identify Participants and their respective accounts at the option of the Client. 15. Service Provider is the record keeper for the Plan. Notwithstanding any other declaration in this Agreement or Plan Document, Service Provider is not the trustee or fiduciary of the Plan. 16. Service Provider agrees that any representative duly authorized by the City, until expiration of three (3) years after termination of this Agreement, shall have access to and the right to examine any books, documents, papers and records involving transactions related to this agreement. 17. Service Provider agrees to fully cooperate with the City in an audit of the Plan administered by Service Provider, which may occur as often as necessary as determined by the City, but no more frequently than annually. 18. Service Provider will provide City with the Administrative Operating Manual. Responsibilities of the City 1. City agrees to provide Service Provider with all necessary information for implementation of the Plan and its continued record keeping, except to the extent limited by the City's HIPAA Privacy Policy. This information includes, but is not limited to employee records, ownership information, and payroll withholdings. 2. Secure legal review of the City's Flexible Spending Account Plan, Dependent Care Assistance Plan, Health Care Reimbursement Plan, and Summary Plan Description from City's legal counsel. 3. Appoint one person to serve as Plan Coordinator to answer simple questions, provide forms, and handle enrollment of new employees. 4. Provide enrollment materials to employees and report enrollment to Service Provider on magnetic media. 5. The City will provide payroll deduction each payroll period for Participants participating in the Plan. rev06/07 Its, 6. Report Plan Participant terminations and other status changes as well as the effective date of such terminations or changes to Service Provider. 7. Initiate any action required in the event plan(s) become discriminatory. 8. Provide Service Provider with medical, dental, and vision plan details for proper claims administration whether using the stored value card (debit card) or manual claims submitted. Banking Arranqement 1. City will maintain an account(s) at the bank of its choice, with sufficient funds for the total of the daily reimbursements. 2. City shall authorize Service Provider to debit, via Automated Clearing House, these accounts for the total of each day's reimbursements effective the same day as the reimbursements. 3. Reimbursement checks and direct deposits debits will be issued from a segregated general account maintained in the name of Service Provider at a bank of Service Provider's choice, not to be commingled with Service Provider's general funds Service Provider will notify the City if the Health Flexible Spending Account balance falls below zero, with a request to the City to remit funds to bring the balance above zero. 5. No City Liability beyond providing sufficient funds to cover Health Care and Dependent Care FSA claim submissions. It is further understood that the City assumes no financial responsibility beyond these obligations except for items outlined in Exhibit "B" Fee Schedule. Reports and Data All reports and data remain the property of City of Fort Collins. Service Provider will provide the City all data, upon request, in the electronic or printed format used by Service Provider in its administration processes. Run -Out Claims Service Provider agrees to process prior year grace period claims (run -out claims) after the termination of this agreement. Terms of Payment The Monthly Fees will be billed on the monthly invoice and are due up to thirty (30) days following the billing date. The Monthly Fee for participants ceases the month following cessation of coverage. rev06/07 11 EXHIBIT "B" FEE SCHEDULE Fees Effective: 01/01/2009 through 12/31/2012 Monthly Fee per Reimbursement Benefit Participant (paid by the City): Annual Debit Card Fee-2 cards (paid by Participant): $3.25 $18.00 Additional/Replacement Cards -beyond initial 2 cards (paid by Participant):$10.00 Employee Meetings (optional) annually rev06/07 12 $250/day + travel expenses EXHIBIT "C" INSURANCE REQUIREMENTS 1. The Service Provider will provide, from insurance companies acceptable to the City, the insurance coverage designated hereinafter and pay all costs. Before commencing work under this bid, the Service Provider shall furnish the City with certificates of insurance showing the type, amount, class of operations covered, effective dates and date of expiration of policies, and containing substantially the following statement: "The insurance evidenced by this Certificate will not be cancelled or materially altered, except after ten (10) days written notice has been received by the City of Fort Collins." In case of the breach of any provision of the Insurance Requirements, the City, at its option, may take out and maintain, at the expense of the Service Provider, such insurance as the City may deem proper and may deduct the cost of such insurance from any monies which may be due or become due the Service Provider under this Agreement. The City, its officers, agents and employees shall be named as additional insured on the Service Provider's general liability and automobile liability insurance policies for any claims arising out of work performed under this Agreement. 2. Insurance coverages shall be as follows: A. Workers' Compensation & Employer's Liability. The Service Provider shall maintain during the life of this Agreement for all of the Service Provider's employees engaged in work performed under this agreement: Workers' Compensation insurance with statutory limits as required by Colorado law. 2. Employer's Liability insurance with limits of $100,000 per accident, $500,000 disease aggregate, and $100,000 disease each employee. B. Commercial General & Vehicle Liability. The Service Provider shall maintain during the life of this Agreement such commercial general liability and automobile liability insurance as will provide coverage for damage claims of personal injury, including accidental death, as well as for claims for property damage, which may arise directly or indirectly from the performance of work under this Agreement. Coverage for property damage shall be on a "broad form" basis. The amount of insurance for each coverage, Commercial General and Vehicle, shall not be less than $500,000 combined single limits for bodily injury and property damage. In the event any work is performed by a subcontractor, the Service Provider shall be responsible for any liability directly or indirectly arising out of the work performed under this Agreement by a subcontractor, which liability is not covered by the subcontractor's insurance. rev06/07 13 Exhibit "D" CONFIDENTIALITY IN CONNECTION WITH SERVICES provided to the City of Fort Collins (the "City") pursuant to this Agreement (the "Agreement"), the Contractor hereby acknowledges that it has been informed that the City has established policies and procedures with regard to the handling of confidential information and other sensitive materials. In consideration of access to certain information, data and material (hereinafter individually and collectively, regardless of nature, referred to as "information") that are the property of and/or relate to the City or its employees, customers or suppliers, which access is related to the performance of services that the Contractor has agreed to perform, the Contractor hereby acknowledges and agrees as follows: That information that has or will come into its possession or knowledge in connection with the performance of services for the City may be confidential and/or proprietary. The Contractor agrees to treat as confidential (a) all information that is owned by the City, or that relates to the business of the City, or that is used by the City in carrying on business, including but not limited to confidential employee records; (b) all information that is proprietary to a third party (including but not limited to customers and suppliers of the City); and (c) health information of City employees, including but not limited to medical records. The Contractor shall not disclose any such information to any person not having a legitimate need -to -know for purposes authorized by the City. Further, the Contractor shall not use such information to obtain any economic or other benefit for itself, or any third party, except as specifically authorized by the City. The foregoing to the contrary notwithstanding, the Contractor understands that it shall have no obligation under this Agreement with respect to information and material that (a) becomes generally known to the public by publication or some means other than a breach of duty of this Agreement, or (b) is required by law, regulation or court order to be disclosed, provided that the request for such disclosure is proper and the disclosure does not exceed that which is required. In the event of any disclosure under (b) above, the Contractor shall furnish a copy of this Agreement to anyone to whom it is required to make such disclosure and shall promptly advise the City in writing of each such disclosure. In the event that the Contractor ceases to perform services for the City, or the City so requests for any reason, the Contractor shall promptly return to the City any and all information described hereinabove, including all copies, notes and/or summaries (handwritten or mechanically produced) thereof, in its possession or control or as to which it otherwise has access. The Contractor understands and agrees that the City's remedies at law for a breach of the Contractor's obligations under this Confidentiality Agreement may be inadequate and that the City shall, in the event of any such breach, be entitled to seek equitable relief (including without limitation preliminary and permanent injunctive relief and specific performance) in addition to all other remedies provided hereunder or available at law. rev06/07 14 EXHIBIT E HIPAA HEALTH INFORMATION PRIVACY & SECURITY A. Obligations and Activities of the Business Associate (Application Software, Inc.). 1. Business Associate agrees to not use or disclose Protected Health Information other than as permitted or required in the Administrative Services Agreement of which this Appendix is a part or as required by law. 2. Business Associate agrees to use appropriate safeguards to prevent use or disclosure of the Protected Health Information other than as provided for by this Appendix. 3. 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 Appendix. 4. Business Associate agrees to report to the Plan Sponsor (City of Fort Collins, Colorado) any use or disclosure of the Protected Health Information not provided for by this Appendix of which it becomes aware. 5. Business Associate agrees to ensure that any agent, including a subcontractor, to whom it provides Protected Health Information received from, or created or received by Business Associate on behalf of the Plan Sponsor, agrees to the same restrictions and conditions that apply through this Appendix to Business Associate with respect to such information. 6. Business Associate agrees to make internal practices, books, and records, including policies and procedures and Protected Health Information, relating to the use and disclosure of Protected Health Information received from, or created or received by Business Associate on behalf of, the Plan Sponsor available to the Plan Sponsor, or to the Secretary, in a time and manner or designated by the Secretary, for purposes of the Secretary determining the Plan Sponsor's compliance with the Privacy Rule. 7. Business Associate agrees to document such disclosures of Protected Health Information and information related to such disclosures as would be required for the Plan Sponsor to respond to a request by an Individual for an accounting of disclosures of Protected Health Information in accordance with 45 CFR § 164,528. 8. Business Associate agrees to provide to the Plan Sponsor or an Individual, in a reasonable time and manner, information collected in accordance with Section A.7. of this Provision, to permit Plan Sponsor to respond to a request by an Individual for an accounting of disclosures of Protected Health Information in accordance with 45 CFR § 164.528. rev06/07 15 B. Permitted Uses and Disclosures by Business Associate 1. Except as otherwise limited in this Appendix, Business Associate may use or disclose Protected Health Information on behalf of, or to provide services to, the Plan Sponsor for the following purposes, if such use or disclosure of Protected Health Information would not violate the Privacy Rule if done by the Plan Sponsor or the minimum necessary policies and procedures of the Plan Sponsor: performing plan administration functions, obtaining premium bids from insurance companies or other health plans for providing insurance coverage under or on behalf of the group health plan, or modifying, amending, or terminating the group health plan. 2. Except as otherwise limited in this Appendix, Business Associate may use Protected Health Information to provide data aggregation services to the Plan Sponsor as permitted by 42 CFR § 164.504(e)(2)(i)(B). 3. Business Associate may use Protected Health Information to report violations of law to appropriate Federal and State authorities, consistent with § 164.502(j)(1). C. Obligations of Plan Sponsor 1. Plan Sponsor shall notify Business Associate of any restriction to the use or disclosure of Protected Health Information that the Plan Sponsor has agreed to in accordance with 45 CFR § 164.522, to the extent that such restriction may affect Business Associate's use or disclosure of Protected Health Information. 2. Plan Sponsor 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 Plan Sponsor. D. Termination 1. In addition to the termination provisions set forth in the Administrative Services Agreement of which this Appendix is a part, the following termination provisions are applicable: a. Upon the Plan Sponsor's knowledge of a material breach by Business Associate of this Appendix, the Plan Sponsor shall either: I. Provide an opportunity for Business Associate to cure the breach or end the violation and terminate the Administrative Services Agreement of which this Appendix is a part if Business Associate does not cure the breach or end the violation within the time specified by Plan Sponsor; or ii. Immediately terminate the Administrative Services Agreement of which this Appendix is a part if Business Associate has breached a material term of this Appendix and cure is not possible; or iii. If neither termination nor cure are feasible, the Plan Sponsor shall report the violation to the Secretary. rev06/07 16 E. Effect of Termination 1. Except as provided in paragraph (2) of this section E, upon termination of the Administrative Services Agreement of which this Appendix is a part, for any reason, Business Associate shall return or destroy all Protected Health Information received from the Plan Sponsor, or created or received by Business Associate on behalf of the Plan Sponsor. This provision shall apply to Protected Health Information that is in the possession of subcontractors or agents of Business Associate. Business Associate shall retain no copies of the Protected Health Information. 2. In the event that Business Associate determines that returning or destroying the Protected Health Information is infeasible, Business Associate shall provide to the Plan Sponsor notification of the conditions that make return or destruction infeasible. Upon the Plan Sponsor's agreement that return or destruction of Protected Health Information is infeasible, Business Associate shall extend the protections of this Appendix to such Protected Health Information and limit further uses and disclosures of such Protected Health Information to those purposes that make the return or destruction infeasible, for so long as Business Associate maintains such Protected Health Information. Miscellaneous 1. The Parties agree to take such action as is necessary to amend this Appendix from time to time as is necessary for Plan Sponsor to comply with the requirements of the Privacy Rule and the Health Insurance Portability and Accountability Act of 1996, Pub. L. No. 104-191. 2. The respective rights and obligations of Business Associate under Section E of this Provision shall survive the termination of the Administrative Services Agreement of which this Appendix is a part. 3. Any ambiguity in this Appendix shall be resolved to permit the Plan Sponsor to comply with HIPAA. G. Security Standards 1. Business Associate agrees that it will implement policies and procedures to ensure that its creation, receipt, maintenance, or transmission of electronic protected health information ("ePHI") on behalf of Plan Sponsor complies with the applicable administrative, physical, and technical safeguards required to protect the confidentiality and integrity of ePHI under the Security Standards 45 CFR Part 164. 2. Business Associate agrees that it will ensure that agents or subcontractors agree to implement the applicable administrative, physical, and technical safeguards required to protect the confidentiality and integrity of ePHI under the Security Standards 45 CFR Part 164. 3. Business Associate agrees that it will report security violations to the Plan Sponsor. H. Definitions 1. "Protected Health Information" shall have the same meaning as the term .'protected health information" in 45 CFR § 164.501, limited to the information created or received by Business Associate from or on behalf of the Plan Sponsor. 2. "Secretary" shall mean the Secretary of the Department of Health and Human Services or his designee. rev06/07 17 EXHIBIT F ADDITIONAL PROVISIONS 1. PLAN RECORDS OWNERSHIP AND ACCESS: All materials, records, documents, accounting records, software programs, computer tapes, or discs which are specifically purchased or developed for purposes relative to deducted amounts of City Participants in the Plan, maintained by Service Provider, shall, at all times, remain the property of the City, notwithstanding the fact that the records may be stored upon or within one or more computers or data retention systems owned, operated or leased by Service Provider. The City shall at all times have access to those records, to the extent permitted by the City's H IPAA Privacy Rules, as adopted by the City from time -to -time. To the extent that any of those records are maintained upon a computer or other data retention system, which is not owned or controlled by Service Provider, Service Provider shall provide the City with written assurances from the owner of the computer or other data retention system that the records will be available to the City at all times, to the extent permitted by the City's HIPAA Privacy Rules, as adopted by the City from time -to -time. The assurances of the owner of the computer, or other data retention systems, shall be in a form that is satisfactory to the City. The City shall make available to Service Provider those records or information which it possesses relating to the Plan administered by Service Provider which the City believes to be essential or necessary to the administration of the Plan. Service Provider shall also make its records available to the City. Service Provider shall comply with the HIPAA Business Associate Addendum attached hereto and made a part of this Agreement (Exhibit E). 2. COMPLIANCE WITH FEDERAL STATE AND LOCAL LAWS: Service Provider shall assist the City to ensure that the Plan is administered in conformance with the requirements of all applicable regulatory jurisdictions, including but not limited to the any applicable provisions of the Internal Revenue Code, and with the laws of the State of Colorado. Service Provider shall promptly advise the City of any changes necessary to maintain compliance with the requirements of such laws and affirms that all its actions shall be in compliance with all applicable federal, state and local laws, rules and regulations 3. NONEXCLUSIVE AGREEMENT: This Agreement is not exclusive, and does not in any manner limit the rights of the City to hire or otherwise contract with a third party, including but not limited to hiring or contracting with a consultant to administer, consult, advise, or to act in any other capacity on behalf of, or for, in any matters concerning the Plan. 4, SUPPLYING INFORMATION ACCESS TO RECORDS AND AUDIT• The City agrees to furnish to Service Provider on a timely basis such information as is necessary for Service Provider to carry out its responsibilities as an administrator of the Plan, including information needed to allocate individual Participant deductions to the accounts, and information as to the employment status of Participants, addresses and other identifying information, to the extent permitted by law. Service Provider shall be entitled to rely upon the accuracy of any written information that is furnished to it by the City or any written information relating to an individual Participant. Service Provider shall not be responsible for any error arising from its reliance on such information; to the extent its reliance was reasonable. Service Provider agrees that any representative duly authorized by the City until expiration of three (3) years after termination of this Agreement, have access to and the right to examine any books, documents, papers and records of Service Provider, deemed pertinent by the City, or to the extent the books, documents, papers and records involve transactions related to this Agreement. Authorization for such access and examination shall be provided in the form of a letter from such rev06/07 18 authorized representative and directed to Service Provider which shall set forth in reasonable detail the purpose of the access and examination and shall generally describe the records or materials required for examination. Any such examination of records under this paragraph shall take place in the regular business offices of Service Provider and during normal business hours. In addition, Service Provider agrees to fully cooperate with the City in an audit of Plan administered by Service Provider, which may occur as often as necessary as determined by the City, but no more frequently than annually. rev06/07 19 notices provided under this Agreement shall be effective when mailed, postage prepaid and sent to the following addresses: City: Copy to: Service Provider: City of Fort Collins City of Fort Collins Application Software, Inc. Attn: Purchasing Attn: Amy Sharkley, HR Attn: John M. Riddick PO Box 580 PO Box 580 201 W Broadway Suite 4C Fort Collins, CO 80522 Fort Collins, CO 80522 Columbia, MO 65202 in the event of easy termination by the tarty, the Service provider shall be paid for services rendered to the date of termination, subject only to the satisfactory performance of the Service Provider's obligations under this Agreement. Such payment shall be the Service Provider's sole right and remedy for such termination. 5. Contract Sum. The City shall pay the Service Provider for the performance of this Contract, subject to additions and deletions provided herein, per the attached Exhibit "B" Fee Schedule, consisting of one (1) page, and incorporated herein by this reference. The fees listed are guaranteed through December 31, 2012. Service provider shall provide 150-day notice of fee changes for any year beginning after December 31, 2012. 6. City Representative. The City will designate, prior to commencement of the work, its representative who shall make, within the scope of his or her authority, all necessary and proper decisions with reference to the services provided under this agreement. All requests concerning this agreement shall be directed to the City Representative. 7. Independent Service provider. The services to be performed by Service Provider are those of an independent service provider and not of an employee of the City of Fort Collins. The City shall not be responsible for withholding any portion of Service Provider's compensation hereunder for the payment of FICA, Workmen's Compensation or other taxes or benefits or for any other purpose. 8. Personal Services. It is understood that the City enters into the Agreement based on the special abilities of the Service Provider and that this Agreement shall be considered as an agreement for personal services. Accordingly, the Service Provider shall neither assign any responsibilities nor delegate any duties arising under the Agreement without the prior written consent of the City. 2 SA rev07/08 9. Acceptance Not Waiver. The City's approval or acceptance of, or payment for any of the services shall not be construed to operate as a waiver of any rights or benefits provided to the City under this Agreement or cause of action arising out of performance of this Agreement. 10, Warranty. (a) Service Provider warrants that all work performed hereunder shall be performed with the highest degree of competence and care in accordance with accepted standards for work of a similar nature. (b) Unless otherwise provided in the Agreement, all materials and equipment incorporated into any work shall be new and, where not specified, of the most suitable grade of their respective kinds for their intended use, and all workmanship shall be acceptable to City. (c) Service Provider warrants all equipment, materials, labor and other work, provided under this Agreement, except City -furnished materials, equipment and labor, against defects and nonconformances in design, materials and workmanship/workwomanship for a period beginning with the start of the work and ending twelve (12) months from and after final acceptance under the Agreement, regardless whether the same were furnished or performed by Service Provider or by any of its subcontractors of any tier. Upon receipt of written notice from City of any such defect or non conform ances, the affected item or part thereof shall be redesigned, repaired or replaced by Service Provider in a manner and at a time acceptable to City. 11. Default. Each and every term and condition hereof shall be deemed to be a material element of this Agreement. In the event either party should fail or refuse to perform according to the terms of this agreement, such party may be declared in default thereof. 12. Remedies. In the event a party has been declared in default, such defaulting party shall be allowed a period often (10) days within which to cure said default. In the event the default remains uncorrected, the party declaring default may elect to (a) terminate the Agreement and seek damages; (b) treat the Agreement as continuing and require specific performance; or (c) avail himself of any other remedy at law or equity. If the non -defaulting party commences legal or equitable actions against the defaulting party, the defaulting party shall be liable to the non - defaulting party for the non -defaulting party's reasonable attorney fees and costs incurred because of the default. 3 SA rev07/08 13. Binding Effect. This writing, together with the exhibits hereto, constitutes the entire agreement between the parties and shall be binding upon said parties, their officers, employees, agents and assigns and shall inure to the benefit of the respective survivors, heirs, personal representatives, successors and assigns of said parties. 14, Indemnity/Insurance. a. The Service Provider agrees to indemnify and save harmless the City, its officers, agents and employees against and from any and all actions, suits, claims, demands or liability of any character whatsoever brought or asserted for injuries to or death of any person or persons, or damages to property arising out of, result from or occurring in connection with the performance of any service hereunder. b. The Service Provider shall take all necessary precautions in performing the work hereunder to prevent injury to persons and property. c. Without limiting any of the Service Provider's obligations hereunder, the Service Provider shall provide and maintain insurance coverage naming the City as an additional insured under this Agreement of the type and with the limits specified within Exhibit C, consisting of one (1) page, attached hereto and incorporated herein by this reference. The Service Provider before commencing services hereunder shall deliver to the City's Director of Purchasing and Risk Management, P. O. Box 580 Fort Collins, Colorado 80522 one copy of a certificate evidencing the insurance coverage required from an insurance company acceptable to the City. 15. Entire Agreement. This Agreement, along with all Exhibits and other documents incorporated herein, shall constitute the entire Agreement of the parties. Covenants or representations not contained in this Agreement shall not be binding on the parties. 16. Law/Severability. The laws of the State of Colorado shall govern the construction interpretation, execution and enforcement of this Agreement. In the event any provision of this Agreement shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision of this Agreement. 9 SA rev07/08 17. Prohibition Against Employing Illegal Aliens. Pursuant to Section 8-17.5-101, C.R.S., et. seq., Service Provider represents and agrees that: a. As of the date of this Agreement: 1. Service Provider does not knowingly employ or contract with an illegal alien who will perform work under this Agreement; and 2. Service Provider will participate in either the e-Verify program created in Public Law 208, 104th Congress, as amended, and expanded in Public Law 156, 108th Congress, as amended, administered by the United States Department of Homeland Security (the "e-Verify Program") or the Department Program (the "Department Program"), an employment verification program established pursuant to Section 8-17.5-102(5)(c) C.R.S. in order to confirm the employment eligibility of all newly hired employees to perform work under this Agreement. b. Service Provider shall not knowingly employ or contract with an illegal alien to perform work under this Agreement or knowingly enter into a contract with a subcontractor that knowingly employs or contracts with an illegal alien to perform work under this Agreement. C. Service Provider is prohibited from using the e-Verify Program or Department Program procedures to undertake pre -employment screening of job applicants while this Agreement is being performed. d. If Service Provider obtains actual knowledge that a subcontractor performing work under this Agreement knowingly employs or contracts with an illegal alien, Service Provider shall: 1. Notify such subcontractor and the City within three days that Service Provider has actual knowledge that the subcontractor is employing or contracting with an illegal alien; and 2. Terminate the subcontract with the subcontractor if within three days of receiving the notice required pursuant to this section the subcontractor does not cease employing or contracting with the illegal alien; except that Service Provider shall not terminate the contract with the subcontractor if during such three days the subcontractor provides information to establish that the subcontractor has not knowingly employed or contracted with an illegal alien. e. Service Provider shall comply with any reasonable request by the Colorado Department of Labor and Employment (the "Department") made in the course of an investigation that the Department undertakes or is undertaking pursuant to the authority established in Subsection 8-17.5-102 (5), C.R.S. SA rev07/08 f. If Service Provider violates any provision of this Agreement pertaining to the duties imposed by Subsection 8-17.5-102, C.R.S. the City may terminate this Agreement. If this Agreement is so terminated, Service Provider shall be liable for actual and consequential damages to the City arising out of Service Provider's violation of Subsection 8-17.5-102, C.R.S. g. The City will notify the Office of the Secretary of State if Service Provider violates this provision of this Agreement and the City terminates the Agreement for such breach. 18. Special Provisions. Special provisions or conditions relating to the services to be performed pursuant to this Agreement are set forth in Exhibit "D" Confidentiality, consisting of one (1) page; Exhibit "E" HIPPA, consisting of three (3) pages; and Exhibit "F" Additional Provisions, consisting of two (2) pages, attached hereto and incorporated herein by this reference. 5y SA rev07/08 CITY OF FORT COLLINS, COLORADO a municipal corporation By: Jam B. 'Neil II, CPPO, FNIGP Diretof Purchasing and Risk Management Date Applicati Softwar nc. (ASIFlex) By. PRINT NAME CORPORAT 13C,SJDEW R VICE PRESIDENT Date: ATT (Corporate Seal) C PO TE €-GRETARY SA rev07/08 EXHIBIT "A" SCOPE OF SERVICES The Scope of Services outlines the relationship between Application Software, Inc., hereinafter referred to as "Service Provider" and the City of Fort Collins hereinafter referred to as "the City", and further specifies the services to be provided to City of Fort Collins in the ongoing administration of the City's Flexible Spending Account Plan, hereinafter referred to as "the Plan", and the specified responsibilities of the City and ASIFLEX. Administrator The City shall be the Plan Administrator and ASIFIex, hereinafter referred to as the "Service Provider, client to City". Communication Services Provided by ASIFIex 1. Present informational seminars to the employees (optional). 2. Provide telephone assistance for those employees who require assistance to complete their election forms. 3. Produce and provide electronic versions of other communication materials as agreed to with the City. 4. Provide generic printed communication materials as agreed to in the Service Provider's response to the City's RFP. Administrative Services Provided by ASIFIex 1. Provide assistance in reviewing the City's Flexible Spending Account Plan, Dependent Care Assistance Account Plan, and Health Care Reimbursement Account Plan. Inform the City of changes in the Internal Revenue Code and Regulations affecting the Plans and recommend changes in the Plans to assure compliance with applicable Internal Revenue Code and Regulations. 2. Process the initial enrollment from the City provided electronically to initiate the administrative function. 3. Provide Plan participants with a packet of claim forms, on-line account inquiry instructions, a confirmation of enrollment, and a direct deposit/e-mail authorization form. Provide Plan participants with on-line access and 800# access to account information and customer service. Provide the City with a supply of reimbursement claim forms and direct deposit/e- mail authorization forms. 5. Process Dependent Care Assistance Account and Health Care Reimbursement Account reimbursement requests and prepare reimbursements during the Plan Year rev06/07 and the subsequent grace period following the end of the Plan Year according to the following schedule: a. Valid claims will be processed no later than the first banking day after receipt by the Service Provider's claims office. b. In the event a claim cannot be paid in full, the Plan Participant will be notified of the reason for no or partial payment no later than the first banking day after receipt of the claim by the Service Provider claims office. c. Plan Participants shall have the opportunity to receive their claim payment by direct electronic transfer into their checking account or by check mailed directly to them. If a Participant fails to make an election then a checkfor the claim payment will be mailed directly to the Plan Participant's address of record. 6. Provide the City a Statement of Account and a disbursements listing within ten (10) days following the end of each month summarizing Plan participation. Provide each Plan Participant a semi-annual account summary showing year-to- date activity and balance of remaining annual election amounts. 8. Service Provider agrees to abide by the terms of this Agreement and make good faith interpretation of the Plan Terms. Service Provider shall also be responsible for acts of negligence, fraud, embezzlement, or other misconduct on its part, or the part of its representatives. Clerical error is not negligence if Service Provider makes a prompt attempt to correct the error once it is discovered. Service Provider agrees to maintain adequate blanket fidelity or errors and omissions insurance to cover all losses arising out of any such misconduct. Provide each Health Care Reimbursement Account participant who requests a stored value card (Debit Card) that can be used at eligible health care merchants according to the Merchant Category Code (MCC) coded into a vendors credit card processing system and/or at non -health care merchants that have implemented the Inventory Information Approval System. Plan Participants' use of the Debit Card is optional. When activated, Service Provider will deduct the fee shown on Exhibit "B" Fee Schedule, from each Plan Participant's Flexible Spending Account. 10. Service Provider will perform all necessary work to implement a Cafeteria Plan for the City pursuant to and consistent with Sections 125 and 129 of the Internal Revenue Code of 1986, as amended ("IRC"). 11. Service Provider agrees to comply with all terms of the Health Insurance Portability and Accountability Act of 1996, as amended ("HIPAA"), the Regulations issued thereunder, and the HIPAA Privacy Policy for the Plan as adopted by the City. rev06/07