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' '.-r : R° CLERK OF CIRCUIT
. f,T• � CU COURT & COMPTROLLER
1 �,4' MONROE COUNTY,FLORIDA
4.FLO.IDA ?
DATE: April 21, 2016
TO: Maria Fernandez-Gonzalez
Senior Benefits Administrator
FROM: Cheryl Robertson Executive Aide to the Clerk of Court & Comptroller 04
At the February 10, 2016 Board of County Commissioner's meeting the Board granted approval and
execution of the following Items:
C5 Approval of amendment to the Subscription Agreement with rorxtime LLC co ering calendar
year 2015, in order to engage Worxtime LLC to direct mail IRS forms 1`095=C (required by IRS Sections
6055 and 6066 to confirm health insurance coverage) for all employees and retirees.
C6 Approval of a Service Agreement with WorxtLC eoverinf calendar year 2016, in order to
engage Worxtime to prepare and direct mail IRS forms 1095-C (required by IRS Sections 6055 and
6066 to confirm health insurance coverage)to all employees and retirees.
Attached is a duplicate original of the above-mentioned for your handling Should you have any
questions please do not hesitate to contact this office.
cc: County Attorney
Financ
File
v
500 Whitehead Street Suite 101,PO Box 1980,Key West,FL 33040 Phone:305-295-3130 Fax:305-295-3663
3117 Overseas Highway,Marathon,FL 33050 Phone:305-289-6027 Fax:305-289-6025
88820 Overseas Highway,Plantation Key,FL 33070 Phone:852-7145 Fax:305-852-7146
i
WORXTIME
SERVICE AGREEMENT
(GOVERNMENTAL ENTITIES)
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 BOARD
OF COUNTY COMMISSIONERS (hereinafter referred to as "You" or "Your "). THIS AGREEMENT
SUPERSEDES ANY "CLICK - THROUGH TERMS EMBEDDED IN THE PROGRAM. CAPITALIZED TERMS MAY
BE DEFINED IN THE BODY OF THE AGREEMENT AND; IF NOT, SHALL BE DEFINED IN THE DEFINITIONS
SECTION OF THIS AGREEMENT AND SHALL BE APPLICABLE. TO THIS AGREEMENT AND ANY
ATTACHMENTS, AMENDMENTS, OR EXHIBITS, UNLESS INDICATED, OTHERWISE.
Worxtime agrees to provide You the Service, as hereinafter defined and, in consideration, You agree
to accept the Service consistent with the terms and conditions of this Agreement.
TERMS AND CONDITIONS
1.0 DESCRIPTION OF SERVICE AND GRANT OF RIGHTS
1.1 The "Service" provided by Worxtime relies on a software system developed by Worxtime (Program) that
includes: (1) a Health Care Reform compliance - solution for the IRS issued rules and regulations associated with the
ACA (Affordable Care Act) eligibility and reporting for the Employer Mandate; (2) a secure web -based data center
and processing facilities which are SSAE16 compliant for all data submitted by You and stored by Worxtime; (3)
management of the measurement, administration, and stability periods to provide You with data needed to maintain
compliance according to the eligibility rules (as published in the employer mandate section of the ACA); (4) standard
and customized reports; (5) a data mapping tool for data conversion to formatted files; (6) randomly generated tokens
which prevent Cross -Site Request Forgery, to ensure that all data being posted to our application is only from our
application and not from any outside systems; (7) query statements that utilize parameterized queries to prevent SQL
j Injection Attacks; and (8) a dedicated Account Manager assigned to setup and assist You through the data setup,
initial imports and system training.
1.2 The Service and the Program, when used in conjunction with certain forms developed by Worxtime
( "Forms "), provides the reporting ability that meets the requirements of §6055 and §6056 of the Code. Consistent
with the terms and conditions contained herein, Worxtime agrees to utilize the Program to analyze data supplied by
You and in conjunction with the IRS forms 1095C and 1094C to timely submit reports to the IRS as required by §6055
and §6056 of the Code.
1.3 Worxtime hereby agrees to provide You the Service in accordance with the terms, conditions, and limitations
of this 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 and Your compliance with all other terms and conditions of this
Agreement. Your right to the Service is a limited, personal, non - exclusive; non- transferable, and non - assignable
(except as otherwise provided herein) right as set forth in this Agreement.
2.0 SUPPORT, ACCESS, ALERTS, AND UPGRADES
2.1 Worxtime will assist You in the set -up of the Service, making the appropriate technical staff available as
reasonably required.
2.2 During the Term, Worxtime will provide You access to the Program twenty -four (24) hours a day, seven (7)
days a week, except for any periods of required maintenance, reasonable advance notice: of which shall be provided.
2.3 Telephone Support: During its normal business hours of 0800 - 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 the timely delivery of all required data, and will provide first line support for training Your other staff
members on use of the System. You will make available a member of Your staff as a "go to person" to work with
Worxtime staff to resolve any issues Worxtime may have with setting up and maintaining the system.
2.4 Worxtime shall send You email alerts, generated by the Program, regarding compliance. with the ACA. If the
email is timely delivered by Worxtime to Your correct 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 Program, the email
address for purposes of receiving alerts. You are responsible for making any modifications to Your email system in
the event Program alerts are treated as "spam" or blocked in any manner.
{ 2.5 Delivery of Updates /Upgrades: Whenever Worxtime makes Updates or Upgrades generally available to its
users, Worxtime will provide 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 Program, You may no longer
continue to use the earlier version of the Program. You agree that by using the Upgrade, You voluntarily terminate
Rev. 10.15
•
Your right to use any previous version of the Program. Worxtime shall update and incorporate into the Program any
and all newly adopted IRS rules and regulations related to the ACA employer mandate and relative reporting
requirements. -
2.6 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
the initial copy of the Program.
3.0 RESTRICTIONS
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 Program, or any backup copy, 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 of measuring, monitoring or evaluating a greater
number of employees than such number of employees anticipated by the Agreement; (d) modify or create derivative
works of the Program or separate the Program's component parts; or (e) unless specifically permitted under
applicable law without the possibility of contractual waiver, (i) attempt to decompile, disassemble, or reverse engineer
the Program; attempt to (ii) derive source code or underlying ideas, algorithms, structure, or organization from the
Program; or (iii) 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 You may not transfer Your rights to the Service, the Documentation, the Program, or any rights granted
hereunder, prior to receiving written authorization from Worxtime.
3.3 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 Service. So long as You are current with the payment of all fees
and in material compliance with the terms and conditions of this Agreement, Worxtime will timely provide to you any
and all codes or passwords necessary to activate or reactivate the Program.
3.4 In the event the Service utilizes an Internet -based application, You agree that You will not use the Service in
any manner that could damage, disable, overburden, or impair such application or interfere with any other party's use
and enjoyment of such.
4.0 TAXES
In the event You are subject to any property taxes or ad valorem taxes related to the use of the Service or Program,
You are responsible for their payment.
5.0 TERM
This Agreement will be for a period of time ( "Term ") commencing on the first day of the first month measured and
ending the final day of the last month measured, as indicated in Exhibit A.
6.0 FEES
6.1 Fees. Fees are set forth in Exhibit A. In order to obtain an accurate analysis of certain calculations and
comply with ACA requirements, certain employee data covering periods of time prior to the date of this Agreement
(as indicated below), may be required to be input and measured by Worxtime. In such event Your initial payment of
PEPM fees shall include payment for all measured months prior to the date of this Agreement.
6.2 Fee Payments. The Set -up Fee and the PEPM fees for all months measured prior to the date of this
agreement and the balance of all months of the initial Billing Cycle (as indicated in Appendix A) are due and payable
and shall be paid within thirty (30) days of receipt of invoice from Worxtime. PEPM fees for all future Billing Cycles -
will be sent to You by Worxtime at the start of each Billing Cycle and are due and payable within thirty (30) days of
Your receipt of invoice from Worxtime. All other fees are due and payable thirty (30) days after Your receipt of the
relative Worxtime 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 of the number of
employees to be measured as indicated in in Exhibit A. A reconciliation of PEPM fees charged shall be performed by
Worxtime, subject to Your review, within thirty (30) days following the end of each Billing Cycle in which an estimated
number of employees is utilized for invoicing purposes. Such Reconciliation shall determine the difference between
the estimated number of employees and the actual number of employees measured. In the event the actual number .
of employees measured is greater or less than the estimated number of employees, a debit or credit will be -
calculated and applied to Your account. At 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 will pay such invoice promptly.
7.0 TERMINATION OF AGREEMENT; DATA
7.1 If either party materially breaches 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 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
2 Rev. 10.15
•
- breach during the Cure Period, the Agreement shall be deemed to have been terminated as of the date of Notice of
f . breach. Upon termination of this Agreement, You at Your option, shall either (1) destroy all copies of the Program,
including the originals, any backup copies, and any copies of the Documentation and then certify such destruction in
writing to Worxtime, or (2) return all copies of the Program, including original copies, backup copies, and copies of
Documentation, to Worxtime. This obligation shall survive the termination of this Agreement.
8.0 CONFIDENTIALITY, COPYRIGHT, AND PROPRIETARY INFORMATION
8.1 Worxtime will retain in confidence all information and technical data derived from or disclosed to Worxtime
by You, Your employees, Your representatives, Your agents or other independent contractors providing services to
You which is not generally known to the public ( "Confidential Information "). Examples of Confidential Information
include, but are not limited to information or data disclosed in oral, written, graphic, or machine- readable form; 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, (some of 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, financial information, social security numbers, drivers' license or other identification card
number, or other similar information. Worxtime shall use all Confidential Information solely to perform its obligations
under this Agreement. Other than for uses anticipated by the Service, Worxtime will not disclose any Confidential
Information to others without first obtaining Your written consent. 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 Upon termination of the Agreement and receipt of Your written request, all Confidential Information,
including all employee 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 (ii) remain on Worxtime's servers available for access and
download by You for a period of one (1) year, at no cost to You.
8.3 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. In such event, Worxtime hereby agrees that it is
functioning as a business associate of Your group health plan.
8.4 Worxtime reserves all of the rights with respect to the Service, the Program, the Documentation, and any -
copies 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. In the event. You are granted
separate, written authority to make copies of the Program, copyright notices and any other proprietary legends
related to the Program must be reproduced on any copies of the Program or printed material. You may not transfer
any of Your rights to any party, whatsoever,: without the written consent of Worxtime.
8.5 Except as otherwise expressly permitted in this Agreement, You shall not cause or permit unauthorized,
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 promptly notify Worxtime in writing.
9.0 EXPORT
You shall not ship, transfer, or export the Program or Documentation to any country, nor shall You use 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 Program. You agree to 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, 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.
11.0 LIMITED WARRANTY; DISCLAIMER
11.1 Worxtime warrants that the Service will perform in substantial accordance with and conform to the
descriptions and specifications described herein. 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
3 Rev. 10.15
r 1
periods, as defined in the ACA. To the extent You or an agent of Yours supplies data or inputs data, You are solely
responsible for the accuracy and timely delivery of all such data. Notwithstanding any other terms or conditions
contained herein, Worxtime expressly disclaims any and all liability, and You agree to and hold harmless Worxtime
from any and all liability resulting from inadequate data, inaccurate data, incomplete data, improper data, or untimely
delivered data supplied or input by You or an agent of Yours.
11.2 The Service is intended to benefit You by assisting with certain administration requirements of the ACA.
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. As of the date of this Agreement, Worxtime warrants the Service 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 will reasonably reflect all future adopted rules and
regulations related to ACA. No warranty is made that the Program will run uninterrupted or that the Service will be
error -free.
11.3 Worxtime warrants that it has sufficient intellectual property rights to provide the Service to You consistent
with this 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 (not to be withheld unreasonably).
11.4 Worxtime 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 this Agreement.
11.5 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, or a virus attributable to You or an agent of Yours.
11.6 THE PRECEDING WARRANTIES 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. FURTHERMORE, EXCEPT AS EXPRESSLY
PROVIDED HEREIN, WORXTIME IS NOT LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL,
ATTORNEY'S FEES, PUNITIVE, OR SPECIAL DAMAGES, INCLUDING BUT NOT LIMITED TO ANY FINES, LOST
PROFIT, LOST REVENUE, OR LOSS OF BUSINESS, WHETHER YOU YOUR ASSIGNEE, OR ANY OTHER
TRANSFEREE SUFFER THE LOSS OR DAMAGE.
11 ..7 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. 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.
12.0 MISCELLANEOUS
12.1 Governing Law. 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.
12.2 Severability. If any term 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 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.
12.3 Waiver. None of the requirements of this 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 Worxtime, whose 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. Any 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 upon 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 the Service provided by Worxtime and
the 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.
12.6 Entire Agreement. This Agreement is the entire agreement between You and Worxtime relating to the
Service and the Program, and this Agreement supersedes all prior or contemporaneous oral or written
communications, proposals, and representations with respect to the Service and the Program or any other subject
4 Rev. 10.15
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. -
12.8 Independent Contractor. The performance by Worxtime of its duties and obligations under this Agreement
will be that of an independent contractor and nothing contained in this 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. Unless expressly set forth in this Agreement, none
of Worxtime, its employees, or its subcontractors may enter into contracts on behalf of, bind, or otherwise obligate
You in any manner whatsoever.
12.9 Excluded Provider. Worxtime hereby represents and warrants that Worxtime, nor any of its employees,
contractors or agents, is not or at any time has never been convicted of any criminal offense related to health care
nor has been debarred, excluded, or otherwise 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 health care or is
excluded from participation in any Government Healthcare Program during the Term, or if at any time after the date of ...
this Agreement it is determine d that Worxtime is in breach of this provision, You have right to immediately terminate
this Agreement.
12.10 Time is of the Essence. The performance of all obligations on the precise times stated in this Agreement is
of absolute importance and failure to perform any of them on time is a default, time being of the essence.
12.11 Construction. In the event an ambiguity or question of intent or interpretation arises, this 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 this Agreement.
12.12 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 or near such materials.
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.
13.2 Affordable Care Act means United States Public Law 111 -148, styled the Patient Protection and Affordable
Care Act that was signed into law on March 23, 2010. The Affordable Care Act may be abbreviated herein as "ACA."
13.3 Code means Title 26 of the United States Code, as amended from time to time.
13.4 Control 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.
13.5 Documentation means published guides provided by Worxtime describing the use and operation of the
Program.
13.6. 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.
13.7- - IRS means the Internal Revenue Service.
13.8 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 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.
13.9 PEPM is an acronym that stands for per employee, per-month and is used in reference to fees charged for
the monthly measurement of employee data.
13.10 Program means the proprietary computer software program identified above. The Program includes 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.
13.11 Term means that period of time commencing on the first day of the first measurement month and ending on
the last day of the last measurement month, as indicated in Exhibit A.
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
5 Rev. 10.15
•
r'"" functionality and is generally designated by a change in the number appearing to the left of the initial decimal point in
the Pro
gram's version number (i.e., 2.0 vs. 1.0).
13.16 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 Program, by Your Affiliates.
The date of this Agreement is ... .
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 C % runty Board of County Accepted By:
Commis o- -rs. Worxtime LLC .... .
Signature: Signature: y � „U.'
my or'
Printed Name: Heather Carruthers Printed Name: Tearle D. Bagwell .. .
Title: Mayor Title:_ Managing Member, Worxtime LLC
•
- Date. . 1 // 2 l / i ( D Date
Signed: Signed: .
'� 1100 Simonton Street . :360B Quality Circle
` Address: Room 268 . Address: Suite 220
. Key West, Florida 33040. Huntsville, AL 35806
Fax Number: (305) 292 -4452 Fax Number: .: (256) 883 -0893
Email: BOCCDIS3 @monroecounty —f 1. govEmail: tearle@worxtirne.com
worxtime.com..
xV - ; .: c..Q : ' - A %a
. .,..
' 0,, „„ ,,,. ° • E I . CLERK
MONROE COUNTY ATTORNEY
AP OVED AS F M:
a. V .r .
NTHIA L. HALL
ASSISTA T COUNTY ATTORNEY.
Date 3: a A i
6 Rev. 10.15
r •
EXHIBIT A
SERVICE AGREEMENT
FEES
Invoice to:
Monroe County Board of County Commissioners
1100 Simonton Street
Room 268
Key West, Florida 33040
Set-up Fee $0.00-Renewal
PEPM(Per Employee,Per Month)fee rate $0.60
PEPM fees are applicable to all month(s)measured.
The first month to be measured shall be:
Estimated Months Measured January of 2016. c7 0 .
**Actual Measurement Dates will be determined during The final month measured shall be: '
implementation December of 2016. gm
m r
'-'7' N
Billing Cycle Annual GEC-; —'
Estimated Number of Employees to be Measured 1200
C -12 c �. p
Estimated Annual Cost $8640 r • "
�a
Training Cost Included at no Cost
Form 1095C Fulfillment Fees(printing,mailing,etc.) Quantity TBD @$3.00 per mailed 1095C form
**Client selects Worxtime to
perform this service: Yes No
Multiple EINs 5 additional EIN's-Renewal $0.00-Renewal
Multiple Payrolls may result in additional fees
Reformatting Fees(Files shall be provided to Worxtime in a file
format designated by Worxtime,otherwise a reformatting fee will
apply.)$495
Executed by: Monroe County Board of County Accepted By:
Commissioners Worxtime LLC
Signature: Signature: ,.ArZ L5,_ d J
Printed Printed
Name: Heather Carruthers Name: Tearle D. Bagwell
Title: Title:
Mayor 1-n._;,; . P-rt�;r ' t
Approval: �_.+-`'�_, r, '
MON OE COUNTY ATTORNEY , vo,- o` 'rig
A ROVED-AS/TG'/�q;RM:
CYNTHIA L. HALL 7'`'?:,,4
ASSIS ANT COUNTY r ATTORNEY VAR vA
I T�i • v l� I"��VluN,C1��.
Date - � �. ,,