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HomeMy WebLinkAbout449407 ASIFLEX - CONTRACT - RFP - 7526 FLEXIBLE SPENDING ACCOUNT ADMINISTRATORSERVICES AGREEMENT THIS AGREEMENT made and entered into the day and year set forth below by and between THE CITY OF FORT COLLINS, COLORADO, a Municipal Corporation, hereinafter referred to as the "City" and (ASIFlex), hereinafter referred to as "Service Provider". WITNESSETH: 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. Irrespective of references in Exhibit “A” to certain named third parties, Professional shall be solely responsible for performance of all duties hereunder. 2. Contract Period. This Agreement shall commence January 1, 2014, and shall continue in full force and effect until December 31, 2016, 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 two (2) additional one year periods. Renewals, excluding fees, shall be negotiated by and agreed to by both parties. 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. 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 notices provided under this Agreement shall be effective when mailed, postage prepaid and sent to the following addresses: Service Provider: City: Copy to: Application Software, Inc. Attn: John M. Riddick, President 201 W. Broadway, Suite 4C Columbia, MO 65202 City of Fort Collins Attn: Purchasing Dept. PO Box 580 Fort Collins, CO 80522 City of Fort Collins Attn: Kristi Hess-HR PO Box 580 Fort Collins, CO 80522 In the event of early termination by the City, the Service Provider shall be paid for services rendered to the date of termination, subject only to the satisfactory performance of the DocuSign Envelope ID: DA5D622F-5B42-4716-8ED8-452B99E5417F 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, as per the attached Exhibit "B", consisting of one (1) page, and incorporated herein by this reference. The fees listed are guaranteed for five (5) years, from January 1, 2014 through December 31, 2018. 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. 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 DocuSign Envelope ID: DA5D622F-5B42-4716-8ED8-452B99E5417F 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 nonconformances, 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 of ten (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. 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 (1) 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. DocuSign Envelope ID: DA5D622F-5B42-4716-8ED8-452B99E5417F 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. 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. DocuSign Envelope ID: DA5D622F-5B42-4716-8ED8-452B99E5417F 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. 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, and Exhibit “E”- Additional Provisions, consisting of one (1) page, attached hereto and incorporated herein by this reference. DocuSign Envelope ID: DA5D622F-5B42-4716-8ED8-452B99E5417F CITY OF FORT COLLINS, COLORADO a municipal corporation By: _______________________________ Gerry S. Paul Purchasing Director Date: _____________________________ ATTEST: _________________________________ City Clerk APPROVED AS TO FORM: ________________________________ Senior Assistant City Attorney APPLICATION SOFTWARE, INC. (ASIFLEX) By: _______________________________ __________________________________ PRINT NAME __________________________________ CORPORATE PRESIDENT OR VICE PRESIDENT Date: _____________________________ DocuSign Envelope ID: DA5D622F-5B42-4716-8ED8-452B99E5417F John Riddick President 1/26/2016 1/26/2016 EXHIBIT A SCOPE OF SERVICES The Scope of Services outlines the relationship between Application Software, Inc., hereinafter referred to as “ASIFlex” 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 ASIFlex, hereinafter referred to as the “Administrative Firm”. Communication Services Provided by ASIFlex 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 ASIFlex’s response to the City’s Request for Proposal (RFP). Administrative Services Provided by ASIFlex 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 Client 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. 4. Provide the City with an electronic copy of the reimbursement claim form and direct deposit/e-mail authorization form. 5. Process Dependent Care Assistance Account and Health Care Reimbursement Account reimbursement requests and prepare reimbursements during the Plan Year 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 ASIFlex claims office. DocuSign Envelope ID: DA5D622F-5B42-4716-8ED8-452B99E5417F 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 ASIFlex 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 check for the claim payment will be mailed directly to the Plan Participant’s address of record. 6. Provide City a Statement of Account and a disbursements listing within ten (10) days following the end of each month summarizing Plan participation. 7. Provide each Plan Participant a semi-annual account summary showing year-to-date activity and balance of remaining annual election amounts. 8. ASIFlex agrees to abide by the terms of this Agreement and make good faith interpretation of the Plan Terms. ASIFlex 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 ASIFlex makes a prompt attempt to correct the error once it is discovered. ASIFlex agrees to maintain adequate blanket fidelity or errors and omissions insurance to cover all losses arising out of any such misconduct. 9. 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 vendor’s 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. . 10. ASIFlex 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. ASIFlex 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. 12. Discrimination Testing for IRS compliance will be calculated by ASIFlex at least once per year. The City will be notified by ASIFlex of any discrimination test problems. 13. ASIFlex 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. ASIFlex 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. ASIFlex is the record keeper for the Plan. Notwithstanding any other declaration in this Agreement or Plan Document, ASIFlex is not the trustee or fiduciary of the Plan. DocuSign Envelope ID: DA5D622F-5B42-4716-8ED8-452B99E5417F 16. ASIFlex 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. ASIFlex agrees to fully cooperate with the City in an audit of the Plan administered by ASIFlex, which may occur as often as necessary as determined by the City, but no more frequently than annually. 18. ASIFlex will provide City with the Administrative Operating Manual. Responsibilities of the City 1. City agrees to provide ASIFlex 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 ASIFlex on magnetic media. 5. The City will provide payroll deduction each payroll period for Participants participating in the Plan. 6. Report Plan Participant terminations and other status changes as well as the effective date of such terminations or changes to ASIFlex. 7. Initiate any action required in the event plan(s) become discriminatory. 8. Provide ASIFlex with medical, dental, and vision plan details for proper claims administration whether using the stored value card (debit card) or manual claims submitted. Banking Arrangement 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 ASIFlex 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 ASIFlex at a bank of ASIFlex's choice, not to be commingled with ASIFlex’s general funds 4. ASIFlex 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. DocuSign Envelope ID: DA5D622F-5B42-4716-8ED8-452B99E5417F 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. ASIFlex will provide the City all data, upon request, in the electronic or printed format used by ASIFlex in its administration processes. Run-Out Claims ASIFlex 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. IRS Form 550 If the filing of Internal Revenue Service (“IRS”) Form 5500 is a legal requirement for the Plan under the IRC or U.S. Treasury Regulations thereunder, Service Provider will prepare the IRS 5500 Form each year and provide it to the City for signature and filing. Web Site Within thirty (30) days from the date that this Agreement is executed by the parties, Service Provider will make available a web site from which Plan Participants may obtain their Plan account balances. Plan Participants may also request year-to-date statements from Service Provider at any time by fax or mail at no cost. DocuSign Envelope ID: DA5D622F-5B42-4716-8ED8-452B99E5417F EXHIBIT B FEE SCHEDULE Effective: 01/01/2014 through 12/31/2018 Monthly Fee per Reimbursement Benefit Participant (paid by the City): $3.15 PBPM  Monthly Fee is guaranteed for five (5) years, from January 1, 2014 through December 31, 2018. Employee Meetings (optional) annually: Two (2) days per year no cost then $250/day + travel expenses. DocuSign Envelope ID: DA5D622F-5B42-4716-8ED8-452B99E5417F EXHIBIT C INSURANCE REQUIREMENTS 1. The Professional/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 Professional/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 reduce coverage or limits and will not be cancelled, except after thirty (30) 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 Professional/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 Professional/Service Provider under this Agreement. The City, its officers, agents and employees shall be named as additional insureds on the Professional/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 Professional/Service Provider shall maintain during the life of this Agreement for all of the Professional/Service Provider's employees engaged in work performed under this agreement: 1. 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 Professional/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 $1,000,000 combined single limits for bodily injury and property damage. In the event any work is performed by a subcontractor, the Professional/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. DocuSign Envelope ID: DA5D622F-5B42-4716-8ED8-452B99E5417F No new insurance required EXHIBIT D CONFIDENTIALITY IN CONNECTION WITH SERVICES provided to the City of Fort Collins (the “City”) pursuant to this Agreement (the “Agreement”), the Service Provider 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 Service Provider has agreed to perform, the Service Provider 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 Service Provider 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, and (b) all information that is proprietary to a third party (including but not limited to customers and suppliers of the City) . The Service Provider shall not disclose any such information to any person not having a legitimate need-to-know for purposes authorized by the City. Further, the Service Provider 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 Service Provider 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 Service Provider 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 Service Provider ceases to perform services for the City, or the City so requests for any reason, the Service Provider 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 Service Provider understands and agrees that the City’s remedies at law for a breach of the Service Provider’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. DocuSign Envelope ID: DA5D622F-5B42-4716-8ED8-452B99E5417F 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 HIPAA 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 Agreement 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. NON-EXCLUSIVE 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 DocuSign Envelope ID: DA5D622F-5B42-4716-8ED8-452B99E5417F letter from such 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. DocuSign Envelope ID: DA5D622F-5B42-4716-8ED8-452B99E5417F EXHIBIT “E” HIPAA BUSINESS ASSOCIATE AGREEMENT between City of Fort Collins and Application Software, Inc. DocuSign Envelope ID: DA5D622F-5B42-4716-8ED8-452B99E5417F DocuSign Envelope ID: DA5D622F-5B42-4716-8ED8-452B99E5417F DocuSign Envelope ID: DA5D622F-5B42-4716-8ED8-452B99E5417F DocuSign Envelope ID: DA5D622F-5B42-4716-8ED8-452B99E5417F DocuSign Envelope ID: DA5D622F-5B42-4716-8ED8-452B99E5417F DocuSign Envelope ID: DA5D622F-5B42-4716-8ED8-452B99E5417F DocuSign Envelope ID: DA5D622F-5B42-4716-8ED8-452B99E5417F DocuSign Envelope ID: DA5D622F-5B42-4716-8ED8-452B99E5417F 1/26/2016 CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: PHONE FAX (A/C, No, Ext): (A/C, No): E-MAIL ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC # INSURER A : INSURED INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADDL SUBR POLICY EFF POLICY EXP LTR TYPE OF INSURANCE INSD WVD POLICY NUMBER (MM/DD/YYYY) (MM/DD/YYYY) LIMITS COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ DAMAGE TO RENTED CLAIMS-MADE OCCUR PREMISES (Ea occurrence) $ MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ POLICY PRO- LOC PRODUCTS - COMP/OP AGG $ JECT OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ (Ea accident) ANY AUTO BODILY INJURY (Per person) $ ALL OWNED SCHEDULED BODILY INJURY (Per accident) $ AUTOS AUTOS NON-OWNED PROPERTY DAMAGE $ HIRED AUTOS AUTOS (Per accident) $ UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED RETENTION $ $ WORKERS COMPENSATION PER OTH- AND EMPLOYERS' LIABILITY STATUTE ER Y / N ANY PROPRIETOR/PARTNER/EXECUTIVE E.L. EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? N / A (Mandatory in NH) E.L. DISEASE - EA EMPLOYEE $ If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE © 1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014/01) The ACORD name and logo are registered marks of ACORD APPLI-1 OP ID: JC 01/26/2016 Jessica Coleman The Insurance Group, Inc. 200 East Southampton Drive Columbia, MO 65203 Charles W. Digges, Jr., CIC 573-875-4800 573-875-4514 jcoleman@theinsurancegrp.com Cincinnati Insurance Company 10677 Application Software, Inc. Chubb Group of Ins. Co. 41386 ASI Cobra, LLC P O Box 6044 Columbia, MO 65205 Travelers A X 1,000,000 X X EPP0134715 03/09/2013 03/09/2016 500,000 5,000 1,000,000 2,000,000 2,000,000 1,000,000 A EPP0134715 03/09/2013 03/09/2016 X X X X 2,000,000 A EPP0134715 03/09/2013 03/09/2016 2,000,000 X C 6JUB9981N73615 10/11/2015 10/11/2016 1,000,000 N 1,000,000 1,000,000 B Professional Liab 82247584 01/01/2016 01/01/2017 Prof Liab 5,000,000 B Cyber Liab 82259819 01/01/2016 01/01/2017 Cyber Lia 5,000,000 The City of Fort Collins, its officers agents and employees are Additional Insured on General Liability when required in written contract. City of Fort Collins Purchasing Division PO Box 580 Fort Collins, CO 80522 DocuSign Envelope ID: DA5D622F-5B42-4716-8ED8-452B99E5417F