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HomeMy WebLinkAbout2016-665-E HR - Selerix Systems, Inc. for ACA filing terms and conditions DocuSign Envelope ID:9786A36A-88C6-45C6-8299-B927DCBC8AFC [Departmental Use Only] TITLE SELERIX FY 2016-17 ORANGE COUNTY CONTRACT UNDER$15,000.00 NORTH CAROLINA THIS AGREEMENT, made and entered into this 1st day of November, 2016, ("Effective Date") by and between Orange County, North Carolina, a political subdivision of the State of North Carolina, (the "County"),party of the first part; and Selerix Systems, Inc. (the "Provider"),party of the second part; WITNESSETH: For the purpose and subject to the terms and conditions hereinafter set forth, the County hereby contracts for the services of the Provider, and the Provider agrees to provide the following services to the County in accordance with the terms of this Agreement,time being of the essence: The services and/or materials (hereinafter referred to collectively as "Services") to be furnished under this Agreement are as follows: see attached Exhibit A, which is hereby incorporated into this document. The term of this agreement rendered shall be from November 1,2016 to June 30,2017. Provider represents and agrees that Provider is qualified to perform and fully capable of performing and providing the services required or necessary under this Agreement in a fully competent, professional and timely manner to the satisfaction of the County. Provider shall be responsible for all errors or omissions, in the performance of the Agreement. Provider shall correct any and all errors, omissions, discrepancies, ambiguities, mistakes or conflicts at no additional cost to the County. Provider agrees that Provider shall not sub-contract any of the services to be provided in this Agreement, nor shall Provider assign any right or responsibility granted or required by this Agreement,without the prior written approval of the County. SPECIFIC TERMS 1. Payment: The County agrees to pay at the rates specified for Services satisfactorily performed in accord with this Agreement. The amount to be paid by the County shall not exceed twelve thousand seven hundred ninety two dollars, ($12,792.00). Payment shall be made within thirty(30) days of an invoice properly submitted to County. Should Provider fail to perform its duties under the terms of this Agreement, County may, without fault or penalty, withhold any payment associated with the work to be performed until such time as said work is completed. 2. Non—waiver: Failure by County at any time to require the performance by Provider of any of the provisions hereof shall in no way waive or affect the County's right hereunder to enforce the same, nor shall any waiver by the County of any breach be held to be a waiver of any succeeding breach or a waiver of this Non-Waiver Clause. 3. Independent Contractor: The Provider shall operate as an independent contractor and the County shall not be responsible for any of the Provider's acts or omissions. The Provider shall not be treated as an employee with respect to the Services performed hereunder for federal or state tax, unemployment or workers' compensation purposes. The Provider understands that neither federal, nor state, nor payroll tax of any kind shall be withheld or paid by the County on behalf of the Provider or the employees of the Provider. 4. Insurance: Provider shall obtain, at its sole expense, Commercial General Liability Insurance, Automobile Insurance, Workers' Compensation Insurance, and any additional insurance as may be required by County's Risk Manager as such insurance requirements are described in the Orange County Risk Transfer Policy and Orange County Minimum Insurance Coverage Requirements (each document is Revised 6/16 1 DocuSign Envelope ID:9786A36A-88C6-45C6-8299-B927DCBC8AFC incorporated herein by reference and may be viewed at http://www.orangecountvnc.gov/departments/purchasing division/contracts.php). If County's Risk Manager determines additional insurance coverage is required such additional insurance shall consist of N/A (if no additional insurance required mark N/A as being not applicable). Provider shall not commence work until such insurance is in effect and certification thereof has been received by the County's Risk Manager. 5. Indemnity: The Provider agrees to defend, indemnify, and hold harmless Orange County from all losses, liabilities, claims, demands, suits, costs, damages or expenses (including reasonable attorney's fees) arising from bodily injury, including death, to any person or persons or damage to or destruction of any property caused in whole or in part by any negligent or intentional act or omission on the part of the Provider, its agents, or assigns directly or indirectly related to the Services to be perfoitned pursuant to this Agreement on the part of the Provider. 6. Teimination: This Agreement may be terminated at any time by mutual written agreement of the parties or by the County upon written notice to the Provider. County may suspend this Agreement upon reasonable notice to the Provider. 7. Entire Agreement and Signatures: The parties have read this Agreement and agree to be bound by all of its terms, and further agree that it constitutes the complete and exclusive statement of the Agreement between the parties unless and until modified in writing and signed by the parties. This Agreement together with any amendments or modifications may be executed electronically. All electronic signatures affixed hereto evidence the intent of the Parties to comply with Article 11A and Article 40 of North Carolina General Statute Chapter 66. 8. Priority: In determining the basic services to be provided, should any documents be referenced in or attached to this Agreement, the terms of this Agreement shall have priority in any conflict between the terms of referenced documents and the teens of this Agreement. 9. Governing Law: Both parties agree that this Agreement shall be governed by the laws of the State of North Carolina. Provider shall at all times remain in compliance with all applicable local, state, and federal laws, rules, and regulations including but not limited to all state and federal anti-discrimination laws, policies, rules, and regulations and the Orange County Anti-Discrimination Policy. Any violation of this requirement is a breach of this Agreement and County may immediately terminate this Agreement without further obligation on the part of the County. This paragraph is not intended to limit and does not limit the defmition of breach to discrimination. By executing this Agreement Provider affirms that Provider is and shall remain in compliance with Article 2 of Chapter 64 of the North Carolina General Statutes. By executing this Agreement Provider certifies that Provider has not been identified, and has not utilized the services of any agent or subcontractor, on the list created by the State Treasurer pursuant to G.S. 147-86.58. 10. Dispute Resolution: Any and all suits or actions to enforce, interpret, or seek damages with respect to any provision of, or the performance or non-performance of, this Agreement shall be brought in the General Court of Justice of North Carolina sitting in Orange County,North Carolina. It is agreed by the parties that no other court shall have jurisdiction or venue with respect to such suits or actions. Binding arbitration may not be initiated by either Party, however, the Parties may agree to nonbinding mediation of any dispute prior to the bringing of such suit or action. 11. Non Appropriation: Provider acknowledges that County is a governmental entity, and the validity of this Agreement is based upon the availability of public funding under the authority of its statutory mandate. In the event that public funds are unavailable and not appropriated for the performance of County's obligations under this Agreement, then this Agreement shall automatically expire without penalty to County immediately upon written notice to Provider of the unavailability and non-appropriation of public funds. Revised 6/16 2 DocuSign Envelope ID:9786A36A-88C6-45C6-8299-B927DCBC8AFC [SIGNATURE PAGE TO FOLLOW] rrY Revised 6/16 3 DocuSign Envelope ID:9786A36A-88C6-45C6-8299-B927DCBC8AFC IN WITNESS WHEREOF,County and the Provider have signed this Agreement, effective as of the day first written above. n O gQ TY PR• y Riled ned by: i�av AA.t, Lka mt-IrSl,t (,alt, GV'i�tlA, By �� E4��... By: _: County Manager Title: Feltrita° 200 S. Cameron St. Lyle Griffin,President P.O.Box 8181 Selerix Systems,Inc.,2851 Craig Drive, Suite 300 Hillsborough,NC 27278 McKinney, TX 75070 Revised 6/16 4 i DocuSign Envelope ID:9786A36A-88C6-45C6-8299-B927DCBC8AFC Exhibit A ACA Filing Terms and Conditions Amendment iE for Renewing 2015 Clients A. Selerix Systems, Inc. is a Delaware Corporation with its principal place of business located at 2851 Craig Drive,Suite 300, McKinney,TX 75070(hereinafter referred to as"SELERIX"). The undersigned (hereinafter referred to as"SUBSCRIBER")is both a subscriber to SELERIX's ACA Reporting Module under a subscription agreement with SELERIX(the"Subscription Agreement"), and through a third party's license agreement with SELERIX, is an authorized user of SELERIX's Benefits-Selection software system (the "Licensed Product"). SUBSCRIBER utilizes the ACA Reporting Module to track the employee's medical eligibility, the medical plan benefits offered to each employee, and medical plan enrollment status of each employee, as defined by the federal Affordable Care Act law and the regulations promulgated to implement such act("ACA"). B. SUBSCRIBER agrees to the following terms and conditions, each of which shall constitute an amendment to the Subscription Agreement and to the extent these terms and conditions conflict with the Subscription Agreement, these terms and conditions shall control. SUBSCRIBER desires SELERIX to provide additional services for calendar year 2016 as indicated below: 1. Electronic Submission of IRS Forms SELERIX will electronically submit the SUBSCRIBER's IRS Forms 1094-C and 1095-C(collectively, the "IRS Forms") via the IRS AIR system on SUBSCRIBER's behalf after SUBSCRIBER has reviewed and affirmatively approved in writing SUBSCRIBER'S IRS Forms. a. SUBSCRIBER is solely responsible for the accuracy and integrity of data stored in the Licensed Product on which the IRS Forms are based. SUBSCRIBER is solely responsible for all data input and maintenance of SUBSCRIBER'S employee and benefit plan information. Once SUBSCRIBER receives the draft IRS Forms from SELERIX, SUBSCRIBER shall thoroughly review the IRS Forms to ensure there are no inaccuracies or omissions therein. If SUBSCRIBER discovers any inaccuracies or omissions, SUBSCRIBER shall correct SUBSCRIBER's data upon which the IRS Forms are based and shall request that SELERIX produce revised IRS Forms based on the corrected data. b. Once SUBSCRIBER determines the IRS Forms are accurate and complete, SUBSCRIBER shall notify SELERIX of the same and shall instruct SELERIX to electronically file the same with the IRS. Upon receipt of SUBSCRIBER's approval to file the SUBSCRIBER's IRS Forms, SELERIX will transmit the information using the IRS AIR system in the XML format required by the IRS. c. SELERIX warrants that if SUBSCRIBER's data uploaded in the Licensed Product is accurate, then the IRS Forms will be sufficiently accurate for SUBSCRIBER to use the same to comply with the ACA requirements. SELERIX does not undertake any obligation to determine whether or not SUBSCRIBER'S data is accurate or complete; nor does SELERIX undertake any obligation to notify SUBSCRIBER of any portion of SUBSCRIBER'S data known or suspected to be inaccurate or incomplete by SELERIX. d. SUBSCRIBER shall bear the risk of, loss during any transmission of SUBSCRIBER's records and data over all communications links and devices. e. If the IRS rejects the SUBSCRIBER's information Selerix will advise the SUBSCRIBER of such fact so that SUBSCRIBER may resolve the issue. Following SUBSCRIBER's written notification to SELERIX that SUBSCRIBER's issue has been corrected and SUBSCRIBER wishes SELERIX to refile, SELERIX will submit to the IRS, with the required IRS tracking credentials the IRS Forms based on the corrected data. Upon IRS acceptance of the SUBSCRIBER's IRS filing SELERIX will advise the SUBSCRIBER of such. ACA FILING TERMS AND CONDITIONS AMENDMENT PAGE 1 DocuSign Envelope ID:9786A36A-88C6-45C6-8299-B927DCBC8AFC f. The fee for Electronic Submission of IRS Forms described shall be charged to the SUBSCRIBER for each Employer Identification Number file to be submitted. The one-time fee varies by employer size: Employers with fewer than 500 employees $500 Employers with 500 or more employees $750 2. Employee 1095-C Form Distribution SELERIX will cause the SUBSCRIBER's IRS Form 1095-C to be printed, inserted and mailed to employees on the SUBSCRIBER's behalf after SUBSCRIBER has reviewed and affirmatively approved SUBSCRIBER'S 1095-C forms. a. 1095-C forms will be printed, inserted and delivered to the US Postal Service("USPS) within 6 business days after receipt of the SUBSCRIBER's approval of the file. b. Selerix will require any third party printing vendors to have executed a Business Associates Agreement before any confidential data is transferred to such third parties. c. Selerix will provide SUBSCRIBER notice of the quantity and date of delivery of materials delivered to the USPS. d. The fee for Employee 1095-C Distribution described above shall be charged to the SUBSCRIBER based on the number of packages delivered to the USPS. The per package fee for the initial distribution is $1.50; if a package needs to be sent a second time, for any reason, the per package fee is$1.00. 3. SUBSCRIBER SERVICE ELECTIONS If"Electronic Submission of IRS Forms" is marked"accepted" immediately below, then Selerix will provide the services and SUBSCRIBER will have the obligations described in Section 1 above. If "Employee 1095-C Form Distribution" is marked "accepted" below, then Selerix will provide the services and SUBSCRIBER will have the obligations described in Section 2 above. Electronic Submission of IRS Forms(per Sec. 9 above)ACCEPTED x DECLINED Employee 1095-C Form Distribution (per Sec. 2 above)ACCEPTED_x_DECLINED C. SELERIX's provision of services to SUBSCRIBER does not include any consulting, legal, tax, or accounting professional services. D. SELERIX's obligations hereunder shall continue until the first to occur of the following, at which point SELERIX will no longer be required to provide to SUBSCRIBER or file on SUBSCRIBER's behalf any IRS Forms: (a) the SUBSCRIBER's IRS Forms have been accepted by the IRS; (b) May 31, 2017; or (c) SUBSCRIBER is no longer an authorized user of the Licensed Product. E. In addition to the limitation of liability agreed upon in the Subscription Agreement, under no circumstances will SELERIX or its related persons be liable to SUBSCRIBER or SUBSCRIBER's clients or customers for any consequential, indirect, special, punitive, or incidental damages or lost profits, whether foreseeable or unforeseeable,whether or not arising out of breach or failure of express or implied warranty, breach of contract, misrepresentation, negligence, strict liability in tort or otherwise, based on SUBSCRIBER's claims, including, but not limited to claims for use of the completed or filed IRS Forms or any services provided hereunder. F. IN ADDITION TO THE INDEMNIFICATION SET FORTH IN THE SUBSCRIPTION AGREEMENT, SUBSCRIBER SHALL INDEMNIFY AND HOLD HARMLESS TO THE EXTENT PROVIDED BY NORTH CAROLINA LAW SELERIX, ITS AFFILIATES, SUBSIDIARIES, SUCCESSORS, ASSIGNS, AGENTS, OFFICERS, DIRECTORS, REPRESENTATIVES, AND EMPLOYEES, FROM AND AGAINST ANY LIABILITY, CLAIMS,ACTIONS,DAMAGES OR LOSSES,FOR INJURY, INCLUDING DEATH, TO ANY PERSON OR DAMAGE TO ANY PROPERTY OR PROPERTY RIGHT ARISING OUT OF OR IN CONNECTION WITH SELERIX'S PROVISION OR FILING OF THE IRS FORMS OR ANY USE OF THE SAME BY SUBSCRIBER (COLLECTIVELY, A "LOSS"), EVEN IF THE LOSS RESULTED FROM SELERIX'S OWN NEGLIGENCE, BUT NOT IF THE LOSS RESULTED FROM THE GROSS ACA FILING TERMS AND CONDITIONS AMENDMENT PAGE 2 DocuSign Envelope ID:9786A36A-88C6-45C6-8299-B927DCBC8AFC NEGLIGENCE OR INTENTIONAL MISCONDUCT OF SELERIX OR THE VIOLATION OF THESE TERMS AND CONDITIONS BY SELERIX. G. Any notice or approval required or permitted under this Agreement to be sent to either party shall be sent to such party as required by the notice requirements set forth in the Subscription Agreement SUBSCRIBER has with SELERIX. H. By executing this Agreement SELERIX affirms that SELERIX is and shall remain in compliance with Article 2 of Chapter 64 of the North Carolina General Statutes. By executing this Agreement SELERIX certifies that SELERIX has not been identified, and has not utilized the services of any agent or subcontractor, on the list created by the State Treasurer pursuant to G.S. 147-86.58. I. This Agreement together with any amendments or modifications may be executed electronically. All electronic signatures affixed hereto evidence the intent of the Parties to comply with Article 11A and Article 40 of North Carolina General Statute Chapter 66. SUBSCRIBER and the individual(s) acknowledging receipt of and acceptance of these terms and conditions represents that each such individual is a duly authorized representative of SUBSCRIBER. By signing below, the undersigned SUBSCRIBER acknowledges its receipt and acceptance of the foregoing terms and conditions. Orange County SELERIX SYSTEMS, INC. DocuSigned by: DocuSigned by: l r i ttA,Wic, hAmt-rs(,t,1 1,11(A. Gln(-61A, Signed: ll 0637-99 4D7aC477 833BBOf27 -.':e... i? Print name: Bonnie Hammersley Lyle Griffin Title: County Manager President Date: 11/18/2016 11/11/2016 NOTE: PLEASE VERIFY SECTION 3) SUBSCRIBER SERVICE ELECTIONS HAS BEEN COMPLETED. EMPLOYER'S ADDRESS FOR NOTICES: Orange County, North Carolina 200 South Cameron Street Hillsborough, NC 27278 ACA FILING TERMS AND CONDITIONS AMENDMENT PAGE 3 DocuSign Envelope ID:9786A36A-88C6-45C6-8299-B927DCBC8AFC AC�® DATE(MM/DD/YYYY) CERTIFICATE OF LIABILITY INSURANCE 11/7/2016 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 NAME:CONTACT Rosemary Bruscino Arthur J. Gallagher Risk Management Services, Inc. PHONE 972.663 6122 FAX 972-991-4061 Two Lincoln Centre (AFC_N Eat) (A/C.No): 5420 LBJ Freeway, Suite 400 ADDRIESS: Dallas TX 75240 INSURER(S)AFFORDING COVERAGE NAIC# INSURER A:Hartford Lloyd's Insurance Company 38253 INSURED SELESYS-01 INSURER B:Hartford Fire Insurance Company 19682 Selerix Systems, Inc. INSURER c:ACE American Insurance Company 22667 2851 Craig Drive, Suite 300 Mc Kinney TX 75070 INSURER D: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: 1619679359 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 SUER POLICY EFF POLICY EXP LTR TYPE OF INSURANCE INSD WVD, POLICY NUMBER (MM/DD/YYYY) (MM/DD/YYYY) LIMITS A x COMMERCIAL GENERAL LIABILITY 46SBAVF1705 12/15/2015 12/15/2016 EACH OCCURRENCE $2,000,000 CLAIMS-MADE X OCCUR DAMAGE TO RENTED PREMISES(Ea occurrence) $300,000 MED EXP(Any one person) $10,000 PERSONAL&ADVINJURY $2,000,000 GENt AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $4,000,000 X POLICY PRO- JECT _LOC PRODUCTS-COMP/OP AGG $4,000,000 OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ (Ea accident) ANY AUTO BODILY INJURY(Per person) $ ALL OWNED SCHEDULED BODILY INJURY(Per accident) $ HIRED AUTOS NON-OWNED PROPERTY DAMAGE $ AUTOS (Per accident) $ A UMBRELLA LIAR X OCCUR 46SBAVF1705 12/15/2015 12/15/2016 EACH OCCURRENCE $3,000,000 EXCESS LIAR CLAIMS-MADE AGGREGATE $ DED X RETENTION$10,000 $ B WORKERS COMPENSATION 46WBCNO3918 12/15/2015 12/15/2016 PER OTH- AND EMPLOYERS'LIABILITY Y/N X STATUTE ER ANY PROPRIETOR/PARTNER/EXECUTIVE N/A E.L.EACH ACCIDENT $1,000,000 OFFICER/MEMBER EXCLUDED? (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $1,000,000 C Cyber G24243618005 12/15/2015 12/15/2016 Aggregate 3,000,000 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 For Informational Purposes Only 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