CY2017 01/01/2017 AgreementCounty of M onro e
ne Florida Keys
Monroe County
Board of County Commissioners
Office of the County Administrator
The Historic Gato Cigar Factory
1100 Simonton Street, Suite 205
Key West, FL 33040
(305) 292 -4441 — Phone
(305) 292 -4544 - Fax
MEMORANDUM
BOARD OF COUNTY COMMISSIONERS
Mayor George Neugent, District 2
Mayor Pro Tem David Rice, District 4
Heather Carruthers, District 3
Danny L. Kolhage, District 1
Sylvia J. Murphy, District 5
I U: Pamela Hancock — Executive Assistant
FROM: Lindsey Ballard, Aide to County Administrator
DATE: March 24, 2017
SUBJECT: Small Contracts for your records
These small contract are for your records only.
Enclosures:
✓Xerox — 1 Copy
N/ Coastal Systems International, Inc. — 1 Copy
%/Worxtime LLC — 1 Copy of each Contract
Advanced Data Solutions, Inc. — 1 Copy , /� µ
a1r �" l11
Thank you,
Lindsey
Monroe County Purchasing Policy and Procedures
ATTACHMENT D.6
COUNTY ADMINISTRATOR
CONTRACT SUMMARY FORM FOR CONTRACTS LESS THAN $50,000.00
Contract with: Worxtime LLC Contract #
Effective Date: January 1. 2017
Expiration Date: Decerrit�er 31.2017
Contract Purpose/Description:
Approval of 2l}1 Service reeme with Worxb e L poyerita
tale ry r 2417, to , -
engage me _ / � orfroa oun wive
x
req ulremntsp
all revs calenaa r year
Contract is Original Agreement Contract Amen dment/Extension Renewal
Contract Manager: Maria Gonzalez 4448 EmoloY66 Services/Stop #1
(Name) (Ext.) (Department/Stop #)
CONTRACT COSTS
Total Dollar Value of Contract: $ 5392 Current Year Portion: $
(must be less than $50,000) (If multiyear agreement then
requires BOCC approval, unless the
total cumulative amount is less than
$50,000.00).
Budgeted? Yesq No ❑ Account Codes: 502 - 08002 53031 -
Grant: $
County Match: $
ADDITIONAL COSTS
Estimated Ongoing Costs: $ /yr For:
Not included in dollar value above e.. maintenance, utilities, j anitorial, salaries, etc.
CONTRACT REVIEW
Changes Date Out
Date In Needed viewer
Department Head Yes ❑ No I I
Risk Management � � Yes❑ No[�r
O.M.B./Purchasing 2 7 Yes❑ No[o ,
n
County Attorney 1(c Yes❑ NoEl/ d - /lG - 11 7- -
Comments:
Page 67 of 70
WORXTIME
SERVICE AGREEMENT
THIS SERVICE AGREEMENT ( "AGREEMENT ") IS ENTERED INTO BY AND BETWEEN WORXTIME, LLC, A GEORGIA LIMITED
LIABILITY COMPANY, LOCATED AT 360B QUALITY CIRCLE, SUITE 220, HUNTSVILLE, ALABAMA 35806, hereinafter referred
to as "Worxtime" AND MONROE COUNTY BOCC hereinafter referred to as "You" or "Your." CAPITALIZED TERMS MAY BE
DEFINED IN THE BODY OF THE AGREEMENT, IN THE DEFINITIONS SECTION OF THE AGREEMENT, OR DESIGNATED AS
DEFINED IN ANOTHER DOCUMENT, LAW, OR REGULATION REFERENCED BY THE AGREEMENT. DEFINITIONS SHALL BE
APPLICABLE TO THE AGREEMENT AND ANY ATTACHMENTS, AMENDMENTS, OR EXHIBITS, UNLESS INDICATED
OTHERWISE.
Worxtime agrees to provide You the Service, as hereinafter defined, in consideration of Your agreement to accept the
Service and abide by the terms and conditions of the Agreement.
TERMS AND CONDITIONS
1.0 DEFINITION AND DESCRIPTION OF SERVICE
1.1 The Service provided by Worxtime is Software as a Service (SaaS) and relies on a Program developed for Worxtime.
The Service is defined as a system that aids You in the compliance with certain Affordable Care Act ( "ACA ") requirements by 1)
measuring Employees, 2) tracking Employees, 3) reporting to the IRS, and 4) Fulfillment (Fulfilment is an optional service and, if
desired, must be selected by You on the attached Exhibit A).
1.2 The Service includes: (1) a health care reform compliance solution for the IRS - issued rules and regulations
associated with ACA eligibility and reporting for the Employer Mandate, as defined in the ACA; (2) the utilization of a secure web -based
data center and processing facilities which are SSAE16 compliant; (3) the management of the measurement process, administration
process, and stability periods to provide You with data needed to comply with the eligibility rules (as published in the Employer Mandate
section of the ACA); (4) the creation of standard and customized reports; (5) access to data mapping tools for data conversion; (6) the
creation of randomly generated tokens which deter cross -site request forgery, to help ensure that all data being posted to our
application is exclusively from our application and not from any outside systems; and (7) the creation and use of query statements that
utilize parameterized queries to deter SQL injection attacks.
1.3 The Service and the Program, when used in conjunction with certain forms developed for Worxtime, provide the
reporting ability that is designed to meet the requirements of §6055 and §6056 of the Code. Consistent with the terms and conditions
contained herein, Worxtime will analyze data supplied by You and timely submit to the IRS forms 1095 -C and 1094 -C as required by
§6055 and §6056 of the Code. Prior to submitting 1095 -C forms Worxtime will provide You the opportunity to review, make corrections,
and approve Your 1095 -C forms. Once Your approval is received, Worxtime will provide You with a PDF file of Your 1095 -C forms for
distribution to Your Employees. In the event You elect the Fulfillment option Worxtime will complete the required forms and mail such
forms to Your Employees, consistent with guidelines set forth by the IRS.
1.4 Worxtime hereby agrees to provide You the Service in accordance with the terms, conditions, and limitations of the
Agreement. Worxtime's obligation to provide You the Service and Your right to use the Service are subject to Your timely payment, in
full, of all fees set forth herein, Your timely delivery of all correctly formatted data, and Your compliance with all other terms and
conditions of the Agreement.
2.0 GENERAL PROVISIONS
2.1 Worxtime will assign an account manager to assist You with data set -up, initial importation of data, and system
training. Worxtime will also make available appropriate technical staff as reasonably required.
2.2 Worxtime will provide You access to the Service twenty -four (24) hours a day, seven (7) days a week, except for any
periods of required maintenance for which reasonable advance notice shall be provided.
2.3 Telephone Support will be made available to You during normal business hours (8:00 am to 5:00 pm, Central Time),
Monday through Friday of normal business days (non - holidays). Worxtime will provide a member of its support staff to assist You via
telephone and e-mail. You agree to make available a member of Your staff as a "go -to person" to assist in the resolution of any issues
related to setting up and maintaining Your Service.
2.4 Worxtime will send You email alerts regarding compliance with the ACA. If an email alert is timely delivered by
Worxtime to Your email address on file, Worxtime shall not be liable for Your receipt of such alert. From time to time, Worxtime will
request verification of receipt of alerts. Worxtime will maintain a copy of alerts on its server. You may change, at Your discretion via
the administration portal of the Service, Your email address for purposes of receiving alerts. You are responsible for making any
modifications to Your email system in the event alerts are treated as "spam" or blocked in any manner.
2.5 For purposes of providing the Service, You consent to Worxtime's use of any and all employee data of Yours that
Worxtime may have collected previously or may collect in the future. Additionally, You agree to timely provide accurate employee data
in a file form and file structure required by Worxtime.
3.0 RESTRICTIONS ON USE
3.1 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 Service to third
parties; (b) use the Service in any manner inconsistent with the rights granted herein; (c) use the Service in any manner for the purpose
j
i
of measuring, monitoring or evaluating a greater number of Employees than allowed by the Agreement; (d) attempt to decompile,
disassemble, or reverse engineer the Program; (e) attempt to derive source code or underlying ideas, algorithms, architecture,
structure, or organization from the Program; or (f) attempt to 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.
3.2 THERE MAY BE TECHNOLOGICAL MEASURES IN THE PROGRAM THAT ARE DESIGNED TO PREVENT
UNAUTHORIZED USE OF THE SERVICE. Use of the Service by You to measure a greater number of Employees than allowed by the
Agreement or use of the Service by You when You are in arrears with regard to payment of any fees to Worxtime shall be considered
unauthorized use of the Service. You understand that You may need to activate or reactivate the Service from time to time. So long as
You are current with the payment of all fees and in material compliance with the terms and conditions of the Agreement, Worxtime will
timely provide You all codes or passwords necessary to activate or reactivate the Service.
3.3 You agree that You will not intentionally use the Service in any manner that could damage, disable, overburden, or
impair the Service or interfere with any other party's use and enjoyment of the Service.
4.0 TAXES, TAX EXMPEMT STATUS
If You are legally subject to a duty, tax, levy, or fee for the use of the Service and an authority imposes such a duty, tax, levy, or fee
upon You, You agree to pay the amount specified.
5.0 TERM
The Initial Term is defined as the period of time commencing on the first day of the first month measured and ending on the last day of
the final month measured, as indicated in Exhibit A. At the end of the Initial Term the Agreement will renew automatically for additional
periods ( "Renewal Terms ") of one (1) year each until either party gives written Notice of their intent not to renew the Agreement upon
the expiration of the then - effective term. Such Notice must be given not less than sixty (60) days prior to the end of the Initial Term or
any subsequent Renewal Term.
6.0 FEES, INVOICING, PAYMENTS, AND BILLING CYCLE
6.1 Fees The measurement fee is based on the number of Employees measured per month times a fee per Employee
measured (PEPM) and is subject to a minimum amount. In the event the number of Employees measured is less than 688 a minimum
annual measurement fee will be charged in lieu of a PEPM fee. In order to obtain an accurate analysis of certain calculations and
comply with ACA requirements, certain Historical Employee Data covering periods of time prior to the date of the Agreement may be
required to be measured by Worxtime. The PEPM fee, minimum annual measurement fee, the Historical Data fee and all other fees
relative to the Service are set forth in Exhibit A
6.2 Invoicing and Payments Your initial invoice will include the Set -up Fee, the Historical Employee Date Fee (if any),
the PEPM fees or the minimum annual measurement fee and shall be sent to You within thirty (30) days of the date of the Agreement.
This initial invoice is due and payable within thirty (30) days of receipt. Invoices for PEPM fees for all future Billing Cycles will be sent to
You at the beginning of each Billing Cycle and are due and payable within thirty (30) days of receipt. Payments for all other invoices
are due and payable within thirty (30) days of receipt of invoice. Invoices will be delivered via email to the address provided by You in
Exhibit A.
6.3 Fee Reconciliation Initial PEPM fees will be invoiced to You based on the estimated number of Employees to be
measured as indicated in Exhibit A. A fee reconciliation of PEPM fees shall be performed by Worxtime, subject to Your review, within
thirty (30) days following the end of any term in which an estimated number of Employees is utilized for invoicing purposes. The fee
reconciliation shall determine the fee difference between the fee based on the estimated number of Employees measured and the fee
based on the actual number of Employees measured. In the event the subject invoice has been paid by You and the actual number of
Employees measured is greater or less than the estimated number of Employees measured, a debit or credit will be calculated and
applied to Your account. Upon the termination of the Agreement, any credit due will be promptly issued to You in the form of a check
and any debit due will be invoiced to You and You shall pay such invoice promptly.
6.4 New Pricing Structure Notice. In the event Worxtime adopts a new pricing structure that differs from the pricing
structure contained in Exhibit A, Worxtime shall give You written notice of such new pricing structure not less than ninety (90) days prior
to the end of Your then - current term. The new pricing structure shall be effective with the first Renewal Term commencing after written
notice of such new pricing structure.
7.0 TERMINATION OF AGREEMENT
7.1 If either party materially breaches any provision of the Agreement, the other non - breaching party may terminate the
Agreement with thirty (30) days written Notice, provided, however that the party in breach shall have thirty (30) days from receipt of
Notice of breach to cure the breach ( "Cure Period "). In 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 the Agreement You
shall immediately cease to use the Service.
8.0 CONFIDENTIALITY, COPYRIGHT, AND PROPRIETARY INFORMATION
8.1 Confidentiality. Worxtime will retain in confidence all information and technical data derived from or disclosed to
Worxtime by You, Your Employees, Your representatives, or Your agents, which is not generally known to the public, hereinafter
referred to as "Confidential Information." Examples of Confidential Information include, but are not limited to, information or data
disclosed in oral, written, graphic, or machine - readable form or in forms otherwise embodying or displaying such information which is
visible or audible to Worxtime by virtue of Worxtime having an employee, subcontractor, or agent visiting or performing services at a
facility controlled by You or one of Your subsidiaries, agents or subcontractors; or by having access to Your systems including, but not
limited to, Employee information, which may constitute personally identifiable information. Examples of personally identifiable
information include, but are not limited to, individual names, addresses, phone numbers, email addresses, employment information,
4
financial information, social security numbers, drivers' license or other identification card numbers, or other similar information.
Worxtime shall use all Confidential Information solely to perform its obligations under the Agreement. The disclosure of Confidential
Information is subject to privacy laws. This obligation of confidentiality shall not, however, apply to information that: (a) is or becomes
available in the public domain through no wrongful act or omission of Worxtime; (b) is already in Worxtime's rightful possession without
an obligation of confidentiality prior to disclosure by You; (c) is rightfully disclosed to Worxtime by a third party without an obligation of
confidentiality that is known to Worxtime; (d) is independently developed by Worxtime; or (e) is required to be disclosed by law or
pursuant to any order of a court of competent jurisdiction or regulatory order properly served on Worxtime.
8.2 Return or Destruction of Confidential Information. Upon termination of the Agreement and receipt of Your written
request, all Confidential Information 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 (ii) remain on Worxtime's servers and at your written request shall be made available for access
and download by You for a period of one (1) year, at no cost to You. Notwithstanding any other terms or conditions contained in the
Agreement, Worxtime's duty to retain Your Confidential Information shall cease one (1) year after termination of the Agreement.
8.3 Worxtime and HIPAA. Worxtime understands that it may be given access to certain Protected Health Information, as
defined by the Health Insurance Portability and Accountability Act of 1996, hereinafter referred to as HIPAA. In such event, Worxtime
acknowledges that Worxtime is functioning as a "business associate," as defined by HIPAA.
8.4 Copyright. Worxtime reserves all of the rights with respect to the Service and the Program under all applicable
national and international laws and treaties for the protection of Intellectual Property Rights, including, but not limited to, trade secrets,
copyrights, trademarks, and patents.
8.5 Unauthorized Use. Except as otherwise expressly permitted in the Agreement, You shall not cause or permit
unauthorized reproduction or disclosure of any portion of the Service or the Program 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 the Agreement. In the event You become aware of any unauthorized use, copying, reproduction, or disclosure of the Service or the
Program, You agree to promptly notify Worxtime in writing.
8.6 SSAE -16 Reports. Upon written request from You, Worxtime agrees to supply You with the latest copy of Worxtime's
SSAE -16 and any related audit for Your review.
9.0 EXPORT
You shall not ship, transfer, or export the Service or the Program, nor shall You use the Service or the Program in any manner
prohibited by the United States Export Administration Act or any other national or international export laws, restrictions, or regulations
that apply to the Service or the Program. You agree to indemnify and hold Worxtime harmless for any violation of this provision.
10.0 U.S. GOVERNMENT RIGHTS
The Program and documentation are "Commercial Items" as that term is defined in 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. The
Program and documentation shall be 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 the Agreement.
11.0 WARRANTIES
11.1 Worxtime warrants that the Service will perform in substantial accordance with the terms and conditions contained in
the Agreement and will operate in a manner that substantially complies with the requirements of the ACA as it relates to the
measurement, reporting, and fulfillment anticipated by the Agreement. The 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. Worxtime warrants that reasonable efforts
will be made to assure the Service is updated with the latest ACA rules and regulations that are directly related to the Service. No
warranty is made that the Program will run uninterrupted or that the Service will be error -free.
11.2 Worxtime warrants that it has sufficient Intellectual Property Rights to provide the Service to You consistent with the
Agreement. Worxtime will indemnify, hold harmless, and defend, at its expense, any claim against You, Your agents, employees,
parents, subsidiaries, or Affiliates, alleging that any software used in connection with the Service infringes any patent, copyright,
trademark, trade secret, or other intellectual property interest in any country, and pay all expenses incurred or awarded. Worxtime will
conduct the defense of any such claim diligently and with counsel reasonably satisfactory to You and will not consent to the entry of a
judgment or enter into any settlement with respect to the claim without the prior written consent of You, which shall not be withheld
unreasonably.
11.3 Worxtime warrants that Your Confidential Information will be used solely for the purpose of providing You the Service
and agrees to indemnify and hold You harmless from and against all liability to third parties resulting from disclosures by Worxtime of
Your Confidential Information that are inconsistent with the terms of the Agreement.
11.4 Worxtime warrants that neither Worxtime nor any of its employees, contractors, or agents have been convicted of any
criminal offense related to the information management of health care services nor have been debarred, excluded, or otherwise
deemed ineligible for participation in any federal or state government health care program, including Medicare and Medicaid
( "Government Healthcare Program(s) "). In the event that Worxtime or any of its employees, contractors, or agents is convicted of any
criminal offense related to information management of health care services or is excluded from participation in any Government
Healthcare Program during the term of the Agreement, or if at any time after the date of the Agreement it is determined that Worxtime is
in breach of this provision, You have the right to immediately terminate the Agreement.
11.5 THE PRECEDING WARRANTIES CONTAINED IN §§ 11.1 THROUGH 11.4, INCLUSIVE, ARE THE ONLY
WARRANTIES RELATED TO THE SERVICE PROVIDED BY WORXTIME AND ARE MADE IN LIEU OF ALL OTHER WARRANTIES
AND CONDITIONS, EXPRESS OR IMPLIED INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
11.6 If an implied warranty or condition is created and Your state, federal, or provincial law prohibits disclaimer of it, You
may also have an implied warranty or condition. Some jurisdictions do not allow limitations on how long an 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.
11.7 Notwithstanding any other terms or conditions contained herein, any and all warranties are void if failure of the
Service or the Program is the result of abuse, misapplication, abnormal use, input of inaccurate data, untimely delivery of data, or a
virus attributable to You or an agent of Yours.
12.0 DISCLAIMERS
12.1 You agree to timely provide to Worxtime, in a file format acceptable 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. To the extent You or an agent of Yours inputs data, You are solely responsible for the accuracy and timely input of all such
data. Worxtime expressly disclaims any and all liability attributable to inaccurate data supplied by You or data provided to Worxtime in
an untimely manner or in an unacceptable file format.
12.2 You agree that You are solely responsible for all user names or passwords assigned to You. You agree to comply
with all applicable laws associated with the use of the data. Worxtime expressly disclaims any and all liability attributable to Your
improper use of user names or passwords or Your failure to comply with applicable laws associated with Your use of the data.
13.0 LIMITATION OF LIABILITY
WORXTIME IS NOT LIABLE FOR ANY INDIRECT DAMAGES, INCIDENTAL DAMAGES, CONSEQUENTIAL DAMAGES,
ATTORNEY'S FEES, PUNITIVE DAMAGES, OR SPECIAL DAMAGES, INCLUDING BUT NOT LIMITED TO ANY FINES, INTEREST,
LOST PROFITS, LOST REVENUES, OR LOSS OF BUSINESS, WHETHER YOU, YOUR ASSIGNEE, OR ANY OTHER
TRANSFEREE SUFFER THE LOSS OR DAMAGE THAT MAY ARISE UNDER §§ 11.1, 11.4 OR 11.6 OF THE AGREEMENT.
14.0 DEFINITIONS
14.1 "Affiliate" is defined as a corporation, partnership, or other legal entity that controls, is controlled by, or is under common
control with the subject party, either directly or through another Affiliate, but only while that control relationship exists.
14.2 "Affordable Care Act" is defined as United States Public Law 111 -148, styled the Patient Protection and Affordable Care
Act that was signed into law on March 23, 2010.
14.3 "Billing Cycle" is defined as the frequency of delivery of invoices to You and may be either annual, quarterly or monthly.
14.4 "Code" is defined as Title 26 of the United States Code, as amended from time to time.
14.5 "EIN" is defined as employee identification number as referenced in the Code.
14.6 "Employee" is defined as an individual that was employed by You at some time during the past or that is currently
employed by You and is required by the ACA to be measured for purposes of compliance with the ACA.
14.7 "FTP" is defined as file transfer protocol.
14.8 "Fulfillment" is defined as the printing and mailing of 1095 -C forms to Your Employees.
14.9 "Historical Employee Data" is defined as information related to an Employee that is required to be uploaded and
measured in order for Worxtime to properly determine and track Employee eligibility as it relates to the ACA.
14.10 "Intellectual Property Rights" is defined as 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
interests and proprietary rights, whether arising under the laws of the United States or any other country, state, or jurisdiction.
14.11 "Initial Training" is defined as an implementation call which shall include, but not necessarily be limited to instructions
related to the 1) set -up of Your company in the system, 2) planning and determination of the measurement periods and historical data, 3)
instructions as to the proper file formatting, and 4) instructions on how to upload files into the system.
14.12 "IRS" is defined as the Internal Revenue Service.
14.13 "Notice" is defined as a writing provided by one party to the other contemplated herein and shall be deemed to have
been given: (a) when received 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 modified by any party by written notice as provided herein.
14.14 "Multiple EINs" is defined as those additional EINs that are required to be measured to ensure Your compliance with the
ACA. The Service includes the measurement of Employees registered under one (1) EIN. The measurement of Employees registered
under additional EINs shall require additional fees as indicated in Exhibit A.
14.15 "Multiple Payrolls" is defined as those additional payrolls that are required to be measured to ensure Your compliance
with the ACA. The Service includes the measurement of Employees registered under one (1) payroll source. The measurement of
Employees registered under additional payroll sources shall require additional fees as indicated in Exhibit A.
14.16 "PEPM" is an acronym for per Employee, per month and is used in reference to fees charged for the monthly
measurement of Employee data.
14.17 "Program" is defined as the proprietary computer software program described herein and includes the original and all
whole or partial copies of: (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.
14.18 "Reformatting Fee" is defined as a fee that will be charged to You, as provided for in Exhibit A, in the event Your files
are delivered to us in a form or layout that requires Worxtime to perform additional manipulation or reformatting of the data or file. You
will be allowed two (2) attempts to correct Your data after test cycle failures due to formatting issues without additional charges.
14.19 "Resubmission of Files" is defined as the requirement of You to resubmit files to Worxtime due to incorrect, incomplete
or bad data. In the event a Resubmission of Files is required, additional fees are applicable as indicated in Exhibit A.
6
14.20 "Software as a Service (SaaS)" is defined as a software licensing and delivery business model in which software is
licensed on a subscription basis, centrally hosted and made available to users remotely.
14.21 "SQL" is defined as structured query language.
14.22 "Timely" for the purpose of file submission by You to Worxtime, means that files should be submitted immediately
after Your pay period but not later than the 15th of the following month after the pay period. Annual coverage files should be submitted
to Worxtime no later than January 8th each year.
14.23 "Untimely Test File Submission" is defined as the submission of a test file later than twenty -one (21) days after the
initial implementation call or the submission subsequent test files after the 15 of the month.
14.24 "You" includes Your divisions and departments within Your organization and Your Affiliates, but does not include
clients, external counsel, independent third parties, or non - Affiliates. You agree that You shall be responsible for any use of the Service
by Your Affiliates.
15.0 MISCELLANEOUS
15.1 Governing Law Any action, suit, or proceeding arising under or in connection with this Agreement must be
commenced within two (2) years after the claim or cause of action arises. This Agreement shall be governed in all respects by the laws
of the state in which you are located, without regard to conflicts of law.
15.2 Severability If any term of the 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 the Agreement, and the parties further agree to substitute for the
invalid provision a valid provision that most closely approximates the intent and economic effect of the invalid provision.
15.3 Waiver None of the requirements of the Agreement shall be considered as waived by either party unless the same is
done in writing, and then only by persons executing the Agreement or other duly authorized agents or representatives. The waiver by
either party of a breach or a violation of any provision of the Agreement shall not operate as or be construed to be a waiver of any
subsequent breach or violation.
15.4 Assignment You may not assign (voluntarily, by operation of law, or otherwise) the Agreement (or any rights or
obligations contained herein) without the prior written consent of Worxtime, whose consent shall not be unreasonably withheld. Any
permitted assignee shall assume all obligations of its assignor under the Agreement. Any purported assignment or transfer in violation
of this section shall be void.
15.5 Compliance You agree that upon written request from Worxtime, You will within thirty (30) days fully document and
certify whether or not the Service provided by Worxtime is in conformity with the Agreement. Such request will not be made more than
one time in a twelve (12) month period.
15.6 Independent Contractor The performance by Worxtime of its duties and obligations under the Agreement will be that
of an independent contractor and nothing contained in the Agreement will create or imply an agency, joint venture, or partnership
between Worxtime and You. Neither the employees of Worxtime nor those of its subcontractors will be deemed to be employees or
agents of You.
15.7 Use of Third -party Software Use of some third -party software and other materials required by the Service may be
subject to other terms and conditions typically found in a separate software agreement or a "Read Me" file located in such materials.
15.8 Insurance Worxtime shall maintain the following insurance, with a company rated by A.M. Best as "A" or higher, during
the term of the Agreement:
a. Commercial General (or Public) Liability insurance, including products and contractual liability, of not less than US
$1,000,000 per occurrence and in the aggregate.
b. Professional Liability insurance covering errors, omissions or negligent acts arising out of the professional services under
the Agreement. The limit of liability shall not be less than US $1,000,000 each claim. Coverage shall continue for two years
following the termination of the Agreement.
c. Technology Errors and Omissions insurance with a limit of liability not less than US $2,000,000.
d. Worxtime shall provide You with thirty (30) days' notice prior to the cancellation or reduction of coverage and, upon written
request, a current Certificate of Insurance and a policy copy.
Worxtime will not add You as an additional named insured nor will Worxtime's insurance coverage be classified as non - contributory.
15.9 Time is of the Essence The performance of all obligations on the precise times stated in the Agreement is of
absolute importance and failure to perform any of them on time is a default, time being of the essence.
15.10 Construction In the event an ambiguity or question of intent or interpretation arises, the Agreement shall be
construed as if drafted jointly by the parties and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue
of the authorship of any of the provisions of the Agreement.
15.11 Entire Agreement The Agreement is the entire agreement between You and Worxtime relating to the Service. The
Agreement supersedes all prior or contemporaneous oral or written communications, proposals, and representations with respect to the
Service or any other subject matter covered by the Agreement. The terms and conditions of the Agreement can only be modified via a
written agreement signed by both parties.
15.12 Counterparts The 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.
[THE BALANCE OF THIS PAGE IS INTENTIONALLY BLANK]
The date of the Agreement is �� . In the event a date is not indicated the date of the Agreement shall be
deemed to the later of the two dates indicated beU the signatories below.
The parties hereby agree and consent to the terms and conditions of the Agreement and acknowledge such by executing the
Agreement below.
Executed by: Monroe Countv BOCC
Signature:
Printed Name:
Title: ,k i
Date
Signed:
Address:
Fax Number:
360B Quality Circle
Suite 220
Huntsville, AL 35806
Fax Number: (256) 883 -0893
Email: Christine @MonroeCounty- FL.Gov Email
MONROE COU1'41 Y ATTORNEY
APP,F;iOVED AS O OR
NTHIA L. HALL
ASSISTANT COUNTY ATTORNEY
Date
Accepted By: Worxtime LLC
Signature:
Printed Name: Tearle D. Bagwell
Title: Managing Member, Worxtime LLC
Date
Signed:
1100 Simonton Street Room 268 Address:
Key West, FL 33040
tearle @worxtime.com
EXHIBIT A
SERVICE AGREEMENT
FEES
Invoice to:
Monroe County BOCC
1100 Simonton Street Room 268
Key West, FL, 33040, USA
email address: gonzalez- maria(cDmonroecounty- fl.gov
Set -up Fee
$500
PEPM (Per Employee, Per Month) fee rate
$0.50
Minimum annual measurement fee for measurement of less than 668
Employees
N/A
Contract Begin Date
01 day of January, 2017
Contract Term
1 Year
Billing Cycle
Annually
Estimated Number of Employees to be Measured
593
Estimated Annual Cost (Estimated Annual Cost does not include the
$3,558
cost to measure Historical Employee Data)
Historical Data Fee
N/A
Fulfillment Costs
$2.25 per mailed 1095 -C Form Yes
Training Cost
Initial Training Included at no cost.
Fee for Multiple EINs: $250 for each additional EIN
0 additional EINs X $250 each= $0
Fee for Multiple Payroll Sources: $500 for each additional payroll
source
0 additional Payroll Sources X $500 = $0
Additional fees- these fees will apply if the criteria described in the
Fee for Resubmission of Files -Up to $450 per incident
Agreement are met 14.18 and 14.19
Fee for Reformatting- $495
Fee for Untimely Test File Submission
Initial Test File: $1,695
Subsequent Test Files: $300 /month up to the Maximum of: $2,595
Executed by: Mo nroe , nty BOC
Signature:
Printed Name:
n j
Title: 444,41x&�
MONROE COUNTY ATTORNEY
APP VEG / A
C NTH!A L. HALL
ASSISTANT C.;OUINTY ATTORNEY
Date.__ r_ 2 4" ; 01 ? -
Accepted By: Worxtime LLC
Signature:
Printed Name: Tearle D. Bagwell
Title: Manaoino Member