CY2015 07/29/2015 Agreement SUBSCRIPTION AGREEMENT
THIS SUBSCRIPTION AGREEMENT ( "AGREEMENT ") IS ENTERED INTO BY AND BETWEEN WORXTIME LLC,
7500 S. MEMORIAL PARKWAY, SUITE 211, HUNTSVILLE, AL 36802 ( "WORXTIME ") AND
MONROE COUNTY BOARD OF COUNTY COMMISSIONERS (hereinafter referred to as "You" or "Your"). THIS
AGREEMENT SUPERSEDES ANY "CLICK THROUGH" TERMS EMBEDDED IN THE PROGRAM, CAPITALIZED
TERMS ARE DEFINED IN THE DEFINITIONS SECTION OF THIS AGREEMENT AND ARE APPLICABLE TO
THIS AGREEMENT AND ANY ATTACHMENTS, AMENDMENTS OR EXHIBITS, UNLESS INDICATED
OTHERWISE.
1.0 GRANT OF RIGHTS; COPYRIGHT NOTICES
1.1 Worxtime hereby permits You to use the Program and the services provided by the Program in accordance with
the terms, conditions and limitations of this Agreement during the Term or Terns, as defined herein. Any use of the
Program Inconsistent with the terms, conditions and lirnttations of this Agreement is prohibited. Your permission to
use the Program and rights to services related to the Program is subject to Your payment in fu0 of al fees set forth in
the herein attached Worxtime Software Subscription (the 'Order*) and Your compliance with all other terms and
conditions of this Agreement The right to use the Program and the right to services related to the Program granted to
You by Worxtime is a limited, personal, non - exclusive, non - transferable and non-assignable ( t as this
Agreement otherwise provides) right as set forth in this Agreement. ( p
1.2 Subject to the restrictions sat forth below, You may use the program and Documentation for Your Internal
operations only and permit only Authorized Users to access and use the Program in accordance with this Agreement.
1.3 Copyright notices and any other proprietary legends on the original copy of the Program and on printed material
related to the Program must be reproduced on any copies of the Program or printed material unless an independent
private label agreement is executed as represented by a separate and distinct written agreement You may not
transfer any of Your rights to any party, whatsoever, without the written consent of Worxtime.
1.4 Use of some third -party materials included in the Program may be subject to other terms and conditions typically
found in a separate software agreement or a "Read Me° file located in or near such materials.
2.0 RESTRICTIONS
2.1 By accepting the rights granted by Worxtime, You agree that You will not, without the prior written consent of
Worxtime; (a) sell, license, sublicense, grant rights to. distribute, lease or otherwise transfer or allow the transfer of
the Program, or any backup copy, to third parties; (b) use the Program In any manner inconsistent with the rights
(c) number the Program
oogfa In any manner for the purpose of monitoring or evaluating a greater number of
the P employees anticipated by the Agreement; (d) modify or create derivative works of
rogram or Documentation or separate the Programs component parts unless used in creating desktop
procedure manuals or similar documents for use by Your employees to assist In internal training or day to day
options of Program; or (e) unless specifically permitted under applicable law without the possibility of contractual
waiver, attempt to decompile, disassemble or reverse engineer the Program, or otherwise attempt to (i) derive source
code or underlying Ideas, algorithms, structure or organization from the Program or (1) defeat, avoid, bypass, remove,
deactivate or otherwise circumvent any software protection mechanisms In the Program, including without limitation
any such mechanism used to restrict or control the functionality of the Program.
2.2 You may not transfer the Documentation, the Program or any rights granted hereunder prior to receiving written
authorization from Worxtime, such authorization shall not be unreasonably withheld. Any such authorized transfer
must include the Program and Documentation, all backup copies. all Updates or Upgrades, If applicable, and a copy
of this Agreement. You agree to send written Notice of the completion of any authorized transfer to Worxtime within
fifteen (15) business days after the completion of the transfer.
2.3 THERE MAY BE TECHNOLOGICAL MEASURES IN THE PROGRAM THAT ARE DESIGNED TO PREVENT
UNAUTHORIZED USE OF THE PROGRAM. You understand that You may need to activate or reactivate the
Program from time to time to continue use of the Program.
2.4 lithe Program accesses an intemet -based service associated with the Program, You agree that You will not use
the Program in any manner that could damage, disable, overburden, or Impair such service or interfere with any other
party's use and enjoyment of such.
3.0 TAXES
If any authority imposes a duty, tax, levy or fee (excluding those based on Worxtime's net income), upon the
Rev. 5/15
1
Program, then You agree to pay the amount specified. You are responsible for any personal property taxes for the
Program from the date it Is delivered.
4.0 TERM OF AGREEMENT
This Agreement will continue for a period of one (1) year from the Effective Date ( "Initial Term "). At the end of the
Initial Term this Agreement will renew automatically for additional periods ( "Renewal Terms') of ninety (90) days each
untli either party gives written Notice of their intent not to ranee the Agreement upon the expiration of the then
effective Term. Such Notice must be given not less than thirty (30) days before the end of the Initial Term or any
Renewal Term.
5.0 FEES, ANNUAL AUDIT AND PRO RATION OF FEES
5.1 AII fees are due and payable for the Initial Term as of the Effective Date. AU fees are due and payable for any
Renewal Term as of the ftrst day of such Renewal Term. Your initial payment of PEPM fees for the Initial Term shall
be computed based on the estimated number of employees to be monitored, as indicated in the Order. The initial
PEPM fee payment for any Renewal Term shall be the prior Term's actual (or Intended In the event an actual number
has not been determined) number of employees monitored. All PEPM fees shall be based upon the actual number of
employees monitored by the Program.
5.2 To obtain an accurate analysis certain calculations may require the input of employee data covering periods of
time prior to the Effective Date. In such event Your initial payment of PEPM fees for the initial Term shall include an
additional payment for PEPM fees relative to these historical months.
5.3 An audit shall be performed by Worxtime, subject to Your review, at the end of each Term to determine the actual
number of employees monitored during such Term. In the event the actual number of employees monitored is
greater or less than the number of employees Intended to be monitored a credit or debit will be calculated and applied
to Your account based on the actual number of employees monitored.
5.4 Any and all annual fees that are applicable to a Term that is Tess than one (1) year shall be prorated.
8.0 TERMINATION OF AGREEMENT; DATA
6.1 11 either party materially breathes any provision of this Agreement, the other party may terminate this Agreement
with thirty (30) days written Notice, provided. however that the party in breach shah have thirty (30) days from receipt
of Notice of breach to cure the breech ( "Cure Period "). h the event the breaching party fails to cure the breach during
the Cure Period, the Agreement shall be deemed to have been terminated as of the date of Notice of breach. Upon
termination of this Agreement, You, at Your option, will either (1) destroy all copies of the Program, including any
backup copies and the originals and any copies of the Documentation and certify such destruction in vatting to
Worxtime, or (2) retum them to Worxtime. This obligation shall survive the termination of this Agreement.
6.2 All data coflected by Worxtime shall remain Your confidential property at all times. Upon termination of the
Agreement and receipt of Your written request the data collected shall (i) be returned to You via secure FTP in
electronic form (i.e. Excel, PDF) within ten (10) days of receipt of Your request, or (11) remain on Worxtime's servers
ft
available for access and download by You for a period of one (1) year, at no cost to You.
7.0 COPYRIGHT AND PROPRIETARY INFORMATION
7.1 Worxtime reserves all of the rights with respect to the Program, Documentation and any copies under all
applicable national and intemational laws and treaties for the protection of intellectual Property Rights, including, but
not limited to, trade secrets, copyrights, trademarks and patents.
7.2 Except as otherwise provided in this Agreement, You shall not cause or permit unauthorized copying,
reproduction or disclosure of any portion of the Program or Documentation, or the delivery or distribution of any part
thereof to any third party, for any purpose without the prior written permission of Worxtime. This restriction shall
continue beyond the termination of this Agreement. In the event You become aware of any unauthorized use,
copying, reproduction or disclosure of the Program or Documentation, You shall notify Worxtime, in writing,
immediately.
8.0 EXPORT
You will not ship, transfer or export the Program or Documentation to any country, nor will You use the Program In
any manner prohibited by the United States Export Administration Act or any other export laws national or
intemational, restrictions or regulations that apply to the Program. You agree to indemnify and hold Worxtime
harmless for any violation of this provision.
9.0 U.S. GOVERNMENT RIGHTS
Rev. 5/15
The Program and Documentation are "Commercial Items" as that term le defined at 48 CFR 2.101 consisting of
'Commercial Computer Software' and 'Commercial Computer Software Documentation" as such terms are used In
48 CFR 12.212 or 48 CFR 227.7202, as applicable. The Program and Documentation are licensed to U.S.
Government end users (a) only as Commercial Items and (b) only with those rights as are granted to all other end
users pursuant to the terms and conditions of this Agreement
10.0 LIMITED WARRANTY; DISCLAIMER
10.1 Worxtime warrants that it has sufficient rights to grant You the rights to use the Program and benefit from the
services provided by the Program pursuant to this Agreement Worxtime further warrants that the Program wit
operate substantially in accordance with its written specifications and that all services provided by Worxtime including
the operation of the Program shall be provided in a professional and timely manner in accordance with accepted
industry standards. Worxtime warrants that the Program and service provided by Wondime will perform in substantial
accordance with and conform to the descriptions and specifications described herein. No warranty is made that the
Program will run unintem pted or error -free. To the extent You or an agent of Yours supplies data or Inputs data, You
are solely responsible for the accuracy of all such data. Notwithstanding any other terms or conditions contained
herein, Worxtime expressly dladaims any and all liability and You agree to Indemnify and hold harmless Worxtime
from any and all liability resulting from Inadequate data, inaccurate data, incomplete data or improper data supplied or
Input by You or an agent of Yours.
10.2 The Program is intended to benefit You by assisting with the administration requirements of ACA. ACA
continues to be changed, re- defined and updated via numerous rules and regulations that are being promulgated on
a real time, on -going basis. As of the Effective Date of the Agreement, Worxtime warrants the Program to operate In
a manner that substantially complies with the requirements of ACA. Worxtime warrants that Upgrades and Updates
will be made to the Program In a timely manner and w91 reasonably reflect all future adopted rules and regulations
related to ACA. This warranty is limited to duration for Your Initial Term and any Renewal Terms.
10.3 Any and as warranties are void If failure of the Program is the result of accident, abuse, misapplication, abnormal
use, input of inaccurate data or a virus attributable to You or an agent of Yours. Wondime will use commercially
reasonable efforts to provide You a remedy within a commercially reasonable time of Your compliance with
Worxtlme's warranty remedy procedures. Outside the United States or Canada, neither these remedies nor any
product support services offered by Wondirne are available without proof of purchase from an authorized international
source.
10.4 THE PRECEDING WARRANTIES ARE THE ONLY WARRANTIES RELATED TO THE PROGRAM,
DOCUMENTATION AND SUPPORT SERVICES AND ARE MADE IN UEU OF ALL OTHER WARRANTIES AND
COND171ONS, EXPRESS OR IMPLIED, INCLUDING, BUT NOT UMITED TO ANY IMPLIED WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON- INFRINGEMENT. WORXTIME iS NOT
LIABLE FOR ANY DAMAGES, INCLUDING INDIRECT, INCIDENTAL, CONSEQUENTIAL, ATTORNEY'S FEES,
PUNITIVE OR SPECIAL DAMAGES RELATING TO LOSS OF DATA, PROFIT, REVENUE OR BUSINESS OR THE
LOSS, DAMAGE OR DESTRUCTION OF ANY PROPERTY, WHETHER YOU, YOUR ASSIGNEE OR ANY OTHER
TRANSFEREE SUFFER THE LOSS OR DAMAGE.
10.5 If an implied warranty or condition is created and Your state, federal or provincial layv
You may also have an Implied warranty or condition. Some Jurisdictions do not allow limitations ns h
o ow an of it
Implied warranty or condition lasts, so the above limitation may not apply to You. This limited warranty gives You
specific legal rights. You may have other rights, which vary from Jurisdiction to Jurisdiction. You understand and
acknowledge that You are solely responsible, among other things. for. (a) all uses of the Program using user names
or passwords assigned to You; (b) input of data into the Program; (c) confirmation of the accuracy of the data input
into and received from the Program; and, (d) compliance with all applicable laws associated with the use of the data.
11.0 LIMITATION OF LIABILITIES
11.1 IN NO EVENT WILL WORXTIME, ITS PROGRAM DEVELOPERS OR SUPPLIERS HAVE ANY OBLIGATION
OR LIABILITY (WHETHER IN TORT, CONTRACT, WARRANTY OR OTHERWISE AND NOTWITHSTANDING ANY
FAULT, NEGLIGENCE, PRODUCT LIABILITY, OR STRICT LIABILITY), FOR ANY PUNITIVE, INDIRECT,
INCIDENTAL. SPECIAL, OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT UMITED TO, LOST
REVENUE, LOSS OF OR DAMAGE TO DATA, PROFITS OR BUSINESS INTERRUPTION LOSSES, SUSTAINED
OR ARISING FROM OR RELATED TO THE PROGRAM, DOCUMENTATION OR SERVICES.
11.2 Some Jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above
Limitation or exclusion may not apply to You.
12.0 MISCELLANEOUS
Rev. 5/15
12.1 Governing Law. Any action, suit, or proceeding arising under or in connection with the Program, Support
Services or this Agreement must be commenced within one (1) year after the claim or cause of action arises. This
Agreement shall be governed in all respects by the laws of the State of Alabama, without regard to conflicts of law.
12.2 Severabitity. If any tern of this Agreement is held invalid or unenforceable for any reason, the parties agree that
such invalidity will not affect the validity of the remaining provisions of this Agreement, and further agree to substitute
for the invalid provision a valid provision that most closely approximates the intent and economic effect of the Invalid
provision.
12.3 Waiver. None of the requirements of thls Agreement shall be considered as waived by either party unless the
same is done in writing, and then only by persons executing this Agreement or other duly authorized agents or
representatives. The waiver by either party of a breach or a violation of any provision of this Agreement shall not
operate as or be construed to be a waiver of any subsequent breach or violation.
12.4 Assignment You may not assign (voluntarily, by operation of law, or otherwise) this Agreement (or any rights or
obligations contained herein) without the prior written consent of Worctime, which consent shall not be unreasonably
withheld. However, You may assign this Agreement and its rights and obligations hereunder In connection with the
transfer or sale of all or substantially all of Your business related to this Agreement or in the event of its merger,
consolidation, change in control, or similar transaction. My permitted assignee shall assume all obligations of its
assignor under this Agreement Any purported assignment or transfer In violation of this section shall be void.
Worxtime may assign this Agreement to any Affiliate or successor in interest on Notice to You.
12.5 Compliance. You agree that upon request, In writing, from Worxtime or Worxtime's authorized representative,
You will within thirty (30) days fully document and certify that use of the Program at the time of the request is in
conformity with this Agreement. Such request will not be made more than one time in a twelve (12) month period
unless Worxtime can provide specific evidence that use of the Program is not in conformity with thls Agreement.
12.6 Entire Agreement. This Agreement is the entire agreement between You and Worxtime relating to the Prograrn
and the Support Servlces (if any) and supersedes all prior or contemporaneous oral or written communications,
proposals and representations with respect to the Program or any other subject matter covered by this Agreement.
The terms and conditions of the Agreement can only be modified via a written agreement signed by both parties.
12.7 Counterparts. This Agreement may be executed by the parties in separate counterparts each of which when so
executed and delivered shall be an original, but all such counterparts together shall constitute but one and the same
instrument
13.0 DEFINITIONS
13.1 Affiliate means a corporation, partnership, or other legal entity that controls, is controlled by, or is under
common control with that party, either directly or through another Affiliate, but only while that control relationship
exists; 'contror of an entity means the power to direct the management and policies of that entity through a
controlling vote on the board of directors or similar governing body of that entity or the ownership of interests entitled
to more than fifty percent (50 %) of the votes of that entity.
13.2 Affordable Care Act means United States Public Law 111_148, atyled the Patient Protection and Affordable Care
Act that was signed into law on March 23, 2010. The Affordable Cara Act may be abbreviated herein as "ACA.'
13.3 Authorized Users means those individuals authorized by You to access and use the Program, or the number or
individuals so authorized in the Order.
13.4 Documentation means published guides provided by Worxtime describing the use and operation of the Program.
13.5 Intellectual Property Rights means all current and future patents, patent applications (Including, without
limitation, all reissues, divisions, renewals, extensions, continuations and continuations -in- part), copyrights (including
but not limited to rights In audiovisual works and moral rights), trade secrets, trademarks, service marks, trade names
and all other intellectual property rights and proprietary rights, whether arising under the laws of the United States or
any other country, state or Jurisdiction.
13.6 Notice means a writing provided by one party to the other called for or contemplated herein and shall be deemed
to have been given; (a) when sent by email or facsimile; (b) three (3) days after mailing by registered or certified mail,
return receipt requested, prepaid and addressed or (c) one (1) day after sending by reputable overnight delivery
service to the respective party, their successors in Interest, or their assignees. The email address, physical addresses
and fax numbers to be used for purposes of this provision shall be those provided below and may be changed or
Rev. 515
modified by any party by written notice as provided herein.
13.7 Right- To-Use Fees means those fees for the use of the Program identified in the Order.
13.8 Program means the proprietary computer software program identified above. "Program" indudes the original
and all whole or partial copies: (1) machine - readable Instructions and data, (2) components, (3) audio-visual content
(such as Images, text, recordings, or pictures), (4) related written and online materials, and (5) use documents or
keys, and documentation.
13.9 Worxtime Software Subscription or Order means the herein attached document setting forth the number of units,
Right -To-Use Fees, Support Services Fees and Services Fees associated with the Program. The Order is a part of
this Agreement.
13.10 Support Services means the services described fn Appendix A. Worxtlme or a Wonrtime Affiliate will provide
Support Services and include the provision of Updates and Upgrades of the Program as they are made commercially
available by Worxtlme_ Support Services are included without additional charge under this Agreement.
13.11 Term means that period of time commencing on the Effective Date and ending up on the effective termination
of this Agreement per the terms and conditions of the Agreement. Term shall Include the Initial Term and all
subsequent Renewal Terms.
13.12 Update means a change to the Program made available by Worxtime to update the Program to reflect newly
adopted rules and regulations, to correct design faults, discrepancies or defects in the Program. Updates are
generally designated by a change in the number appearing to the right of the initial decimal point in the Program's
version number (i.e., 1.1 vs. 1.0).
13.13 Upgrade means an improvement in the Program that generally includes enhancements and new functionality,
and is generally designated by a change In the number appearing to the left of the initial decimal point in the
Program's version number (Le., 2.0 vs. 1.0).
13.14 You Includes Your divisions and departments within Your organization and Your Affiliates, but does not Include
clients, co- counsel, independent third parties or non - Affiliates. You agree that You shall be responsible for any use of
the Program by Your Affiliates.
[The remainder of this page Is Intentionally left blank]
Rev. 5115
The Effective Date of this Agreement is of �,.._. 4 2015. __04:1
The parties hereby agree and consent to the terms and conditions of this Agreement and acknowledge such
by executing the Agreement below.
Executed by: Monroe County Board of County
Commissioners Accepted By: he LLC
Signature: / , zervoeZ
Signature:
Printed {� � Printed
Name: ` 1+11 Name: TWO D. Bagwell
L t1\ "141 /
Title: A t +' bill Ai +' Title: Managing Partner
Date
Date
Signed: 7 A15 Signed: 07 /2A I/5
11100 Simonton Street 7500 S. Memorial Pkwy
Address: Room 298 Address:
Key West, FL 33040 Huntsville, 211
untsMle, AL 35802
Fax Number: 305- 292 -4452 Fax Number:
(258) 883 -0893
Email: I- � �+.1'�C9 - (,FYIS
Email: iearle vbcenraU.cotn
Mop n{ (Oa s )0V
✓✓ Approved:
MONROE COUNTY ATTORNEY
At IROVEQ A T FO M:
IA
ASSIS NT COUNTY ATTORNEY
Date - -a C3 - av y
Rev. 5/16
APPENDIX A
SUPPORT AND UPGRADES
1.0 SUPPORT SERVICES
During the Term, Worxtime will provide the following services to You:
1.1 Delivery of Updates/Upgrades: Whenever Wonctime makes Updates or Upgrades generally available to Its users
who have purchased Subscriptions, Worxtime will grant a copy of the new release containing the Updates and/or
Upgrades to You. Your use of all such Updates and Upgrades is subject to this Agreement. After upgrading the
Product that formed the basis for Your Upgrade version, You may no longer continue to use the earlier version of the
Program. All Upgrades are provided to You on a per software copy exchange baste. You agree that by using the
Upgrade, You voluntarily terminate Your right to use any previous version of the Program.
1.2 Telephone Support During its normal business hours 010800 -1700 Central Time, Monday through Friday
except holidays, Worxtime will make a member of its technical support staff available by telephone and e-mail to
members of Your technical and/or administrative staff to assist You In the use of the Program. Your staff Is
responsible for delivery of the file uploads per the Documentation, and will provide first tine support for training other
staff members on use of the Program. You will make available a member of Your staff as a - go to person' to work
with Wonctime staff to resolve any issues Worxtime may have with setting up and maintaining the system.
2.0 GRANT FOR REMOTE ASSISTANCE
2.1 You may permit any device to access and use Your copy of the Program for the sole purpose of providing You
with technical support and maintenance services.
2.2 You agree that Worxtime and its Affiliates may collect and use technical information gathered as part of the
Support Services provided to You, if any, related to the Program. Worxtime may use this information solely to
Improve Wonctirne's products or to provide customized services or technologies to You and win not disclose this
information in a form that personaly identifies You.
3.0 ADDRIONAL SOFiWARE/SERVICES
This Agreement applies to Updates, supplements, add -on components, or Internet -based services components, of
the Program that Worxtime may provide to You or make available to You after the date You obtain its initial copy of
the Program, unless they are accompanied by separate terms. Worxtime reserves the right to discontinue Internet -
based services provided to You or made available to You through the use of the Program. Worxtime may provide any
and all support and services directly or, via an agent of Worxtime or of Worxtlme's choosing.
Rev. 5/15
Worxtlme LLC
7500 S Memorial Parkway, Suite 211
Huntsville, AL 35802
Wonctime Software Subscription
Invoice To:
Monroe County Board of County Commissioners
1100 Simonton Street
Room 268
Key West, FL 33040
Initial Set-Up Fee 56,360
PEPM (Per Employee Per Month) $0.65
PEPM fees wiN begin the first day of the
Initial Measurement Period/ Standard Measurement Period:
Billing Date
01/01/2015
Contract Begin Date: 01/01/2015
Contract End Date: 12/31/2015
Billing Mode Annual
(15% surcharge for monthly The PEPM fees Indicated herein are due
billing) and payable In MI as of the first day of the
respective Term.
Estimated Lives 1,200
Estimated Annual Cost $12,460
Training Included
The fees Included herein are due and payable In full as of the first day of the respective term.
AMMFNOMENT IRttR3Cjt�Tlr1N Ara:FFMENT
At the time of execution ands Older or on the fun day or any subsequent Mom/ Am. You Bail pay to Woratime in linked Stun bode., the Tort Fen ,tie fmtb .b.ve. Such consideration
OnX T, r swe m pw ta," Of tbo of the tights wanted under the *gramma. Att at die tenni and conditions rmF to wU abbe }eu of the term. mp =More ofA ent of the At>7emmt ue leoutpma4d into and nude a pat of this
Executed by: Monroe County Board of County
Commissioners Accepted By: , wtTrxtime / LLC )
ti
Signature: � Signature:
Printed Printed
Name: Ch t , �� k t itf t1 Wit Name: Tearle D. Bagwell
Title: 6LL (OUY Managing Partner
Mini Ore
MONROE COUNTY ATTORNEY
AR ROV D AS 0 e R t ,:
a ) •
t .
01 al , j
ASSIS • NT COUNTY ATT RNEY Rev. sits
Date �� ° a 01 S
RIDER TO SUBSCRIPTION AGREEMENT
WARRANTY RIDER TO SUBSCRIPTION
AGREEMENT
WHEREAS, Worxtime LLC, 7500 S. Memorial Parkway, Suite 211, Huntsville, Al. 35802 ("Worxtime") and
You entered into a certain Subscription Agreement, the "Agreement" on the same day as entering Into this
Warranty Rider to Subscription Agreement, the "Rider." The Rider amends and modlfles the Agreement
and shall supersede the Agreement when Inconsistent with the Agreement. All other terms and conditions
of the Agreement shall remain In force.
A. Delivery and Use of Data: You agree to timely provide to Worxtime accurate data related to all employees
for the purpose of Worxtime calculating measurement periods, stability periods and administration periods, as
defined in the ACA. Worxtime agrees to use such data for the purpose of calculating the measurement periods,
the stability periods and the administration periods.
B. Sending of Alerts: Worxtime shall send, via email alerts generated by the Worxtime Program
compliance with the ACA. Wonxtime shall not be liable for Your receipt of such alerts. From me to time
Worxtime will request verification of receipt of the alerts. Worxtime will maintain a copy of the alerts on its server.
You may change the email address for purposes of delivering alert notices via the administration part of the
program at Your discretion. You are responsible for any modifications to the email system where alerts are
mistaken as 'seam° or any other program that may bock the delivery of alert smalls.
C .ea ro Updates: Worxtime shall update and incorporate into the Program any and all newly adopted IRS
regulations that directly affect the measurement period, the administration period or the stability period,
in a timely and reasonable manner, during the Term. Worxtime agrees to retain the services of an ERISA
attomey for the purposes of Interpreting the ACA rules and regulations, and notifying Worxtime of changes and
updates of the law, during the period of this agreement.
D. Limited Warranty of Rider Terms and Conditions: This Rider to the Subscription Agreement are
subject to the same Warranty terms and conditions and Limitation of Liabilities terms and conditions as
that of the Agreement
E. Time is of the Essence; The performance of all obligations on the precise times stated in this Rider is
of absolute importance and failure to perform any of them on time Is a default, time being of the essence.
F. Execution In Multiple Parts; This Rider may be executed In one or more duplicate counterparts, each of
which shall, upon execution by all parties, be deemed an original, or the parties may sign separate signature
pages which, when all are attached to a complete copy of this Rider shall constitute an original
The parties hereby agree and consent to the terms and conditions of this Rider to Subscription and acknowledge
such by executing the Rider below.
Executed by: Monroe County Board of County
Commissioners Accepted By: Jaierktlme LLC - Xyisvoee
Signature: 04,11 Signature: / — ""
Printed Name: UT69rikt IY4IIe f Printed Name: Tearle D. Bagwell
Title; 4'Lf
r57 Managing Partner
!7d/11 X
MONROE COUNTY ATTORNEY
ApRO ED AS�TQM: •
YNTHFA L. f1ALL
ASS{S ' NT COUNTY ATTORNEY Rev. 5/15
Date -010 ° , .0tS
AMENDMENT
TO
SUBSCRIPTION AGREEMENT
THIS AMENDMENT TO THE SUBSCRIPTION AGREEMENT ( "Amendment ") Is entered Into as of thitt day
ot. , 2015, by and between WORXTIME LLC, a Georgia limited lfab8ity company ("Worxtime") and MONROE
COUNTY B OF COUNTY COMMISSIONERS ('You ").
WHEREAS, Worxtime and You entered Into that certain Subscription Agreement, dated t . ¢ 2015
('Agreement'), with respect to the Wonctlme program and certain services; and
WHEREAS, Worxtlme and You agree to amend the Agreement as more particularly set forth herein;
NOW THEREFORE, In consideration of the mutual promises and covenants contained herein and In the Agreement,
Wondlme and You hereby agree as follows:
1. DEFP moNS
Any defined terms used herein that are not specifically defined herein shall have the same meaning as set forth in the
Agreement.
2. MODIFICATION TO §13.8
The following language Is hereby added as a continuation of §13.8 of the Agreement
"The Program is a web application that manages eligibility for the "Look Back RUle," as defined in the ACA. The Program manages
the measurement, administrative, and stability periods. The Program Is designed to keep You Informed, through an automated
process, which employees are eligible for health benefits and the probability of potential full -time upcoming employees; enabling
You to budget effectively. The Program features the following: (1) a secure web -based data center for all data submitted and
stored; (2) a dashboard that monitors employees' hours; (3) a tool that utilizes uploaded employee hours to protect the probability of
an employee becoming eligible for benefits; (4) automated email alerts; (6) standard and customized reports; (8) a data mapping
tool for data conversion to formatted files; (7) storage of employee hours of service; and (8) data files that classify full -time eligible
employees."
3. FLORIDA LOCAL GOVERNMENT PROMPT PAYMENT ACT
The parties agree to adopt and abide by the Florida Local Government Prompt Payment Act, as found In Fla. Stat Ann. §
218.70 -80.
4. SALES AND USE TAXES
Notwithstanding any other terms or conditions contained in the Agreement You are not liable for any sales or use taxes.
5. ENTIRE AGREEMENT AND CONFLICTS
Except as modified herein, there are no changes to the Agreement, and the Agreement as herein modified, remains In fug
force and effect In the event of a conflict between the Agreement and this Amendment, the terms of this Amendment shall control.
6. COUNTERPARTS
This Amendment may be executed In any number of counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same Instrument. Execution of this Amendment by the parties hereto may be evidenced
by electronic transmission.
The parties hereby agree and consent to the terms and conditions of this Amendment end acknowledge such by
executing the Amendment below.
Executed by Monroe County Board of Accepted by: r LLC
Court Commissioners
Signature: C �
PriTtttnt ame: `S f ��,W
e: / f (Intl i/) ar dK Title: anaolno 8Partne Baslwe�
Address: 1100 Simonton Street, Room 268 Address: 7500 S. Memorial Pkwy. Suite 211
Key West, FL 33040 Huntsville, AL 35802
MONFpE COUNTY ATTORNEY
A ROV 0 .
YNT AL. ALL
ASSTS ' NT COUNTY ATTORNEY
Date `a a U 15