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501t P City Council Staff Report
DATE: May 18, 2016 Consent
SUBJECT: APPROVE AN AGREEMENT WITH TRANSCEND TECHNOLOGIES
GROUP TO PROVIDE ELECTRONIC BENEFITS ADMINISTRATION
SERVICES
FROM: David H. Ready, City Manager
BY: Department of Human Resources
SUMMARY
The City collects and maintains active and retiree health benefits data electronically and
under agreements with benefit carriers electronically transmits benefit enrollment data
on a regular basis to the carriers through Electronic Data Information (EDI) files. The
city currently uses an online electronic benefits administration software program called
Benefits Connect provided through Transcend Technologies Group for this service.
RECOMMENDATION:
1. APPROVE AN AGREEMENT WITH TRANSCEND TECHNOLOGIES GROUP
TO PROVIDE ELECTRONIC BENEFITS ADMINISTRATION SERVICES
EFFECTIVE JUNE 1, 2016."
2. Authorize the City Manager to execute any documents necessary to effectuate
the above actions.
STAFF ANALYSIS:
Benefits Connect is an advanced, Electronic Data Information-enabled, web-based,
employee benefits administration platform that electronically connects benefits data,
employees, and carriers for benefits enrollment and administration. Benefits Connect is
a cost-effective way to automate manual benefits processes and reduce administrative
burdens.
The City has utilized Benefits Connect for the past 3 years to maintain benefit
enrollments, process benefit changes and host benefit open enrollments for active
ITEM NO.
Council Staff Report
May 18. 2016— Page 2
Benefits Administration Services Agreement
employees, retirees and cobra subscribers. Previously the City used a similar service
for over 7 years until the service provider ceased to provide services.
Electronic data information (EDI) files are one of the highest priorities in maintaining
data between the City and benefit carriers. The majority of benefit carriers require EDI
files to be transmitted electronically to minimize errors and maximize efficiency. The City
currently maintains and transmits 10 bi-weekly EDI files to ensure timely processing of
employee benefit enrollments and changes. This allows the City's Human Resources
Department to enter the data once and then file to our 10 benefit carriers electronically
instead of entering the data on each carrier's site, drastically reducing our administrative
burden. Benefits Connect also provides additional electronic reporting services such as
requirements under the Affordable Care Act.
Staff recommends maintaining our current online service product with Benefit Connect.
Implementation of an alternative benefits solution could result in 12 to 18 months of
transition time based on past experience, could impact the efficiency and accuracy of
our benefits processing and could incur additional cost and fees. Without a benefits
enrollment and administration software program, there would be a need for additional
staffing to maintain the current level of service to our employees and retirees.
FISCAL IMPACT
The agreement will provide a three year rate guarantee with an estimated annual cost of
$24,600.
Perry ion mes Thompson
Director of Human Resources ;�Chief of Staff/City Clerk
Y
David H. Ready, City Mapegrr
02
Transcend Technologies Group,Inc.Technology and Services Agreement
This Technology and Services Agreement entered into between Transcend Technologies Group,Inc.(dba benefitsCONNECT'),a California Corporation with
its principal offices located at 3101 Zinfandel Drive,Suite 200,Rancho Cordova,CA 95670(hereafter TTG)and Employer,whose name and principal business address
are set forth below, collectively"the Parties",determines the rights and obligations of TTG and Employer with respect to the subject matter of this Agreement. All
capitalized terms are defined in section 3.0 below unless specifically stated otherwise.
Effective Date: The first day of June,2016
Employer Name: City of Palm Springs
Address: 3200 E.Tahquitz Canyon Way
City,State,Postal Code: Palm Springs,CA 92262
1.0 Agreement and Term materials, distinguishing images or computer graphics, words,
1.1 During the Term and in accordance with this Agreement: (i) TTG combination of words,audio recordings,computerized icons,Internet
grants Employer a nonexclusive, nontransferable right to use the domain names or sub-names,or other TTG-related items used by TTG
Software for the sole purpose of agency management and/or the in promotion or providing the Software Services or any services
administration of employee benefits for the employees of Employer, relating thereto at any time prior to, during, or subsequent to the
(ii)TTG shall render and Employer shall license the Software,Training termination of this Agreement.
and Maintenance&Support. 3.10 "Maintenance"means the TTG services that shall include:(i)providing
1.2 Employer has the option to purchase Services, Outsourcing, and installing on TTG equipment any Enhancements to the Software,
Fulfillment and other Professional Services. (ii) providing and installing on TTG equipment any Maintenance
1.3 This Agreement shall commence on the Effective Date and, unless Modifications to the Software,
sooner terminated under Section 8.0 herein,shall continue for three 3.11 "Maintenance Modifications" means modifications, updates or
(3) years ("Initial Period"). Thereafter, this Agreement shall revisions made by TTG at its sole discretion to the Object Code of the
automatically renew for successive periods of one (1) year each Software or to the User Manual relating thereto that correct errors or
("Renewal Period")unless a Party gives the other Party written notice support a new release of the operating system.
of non-renewal at least sixty (60)days before the expiration date of 3.12 "Module"means a unit of Software that adds additional functionality
the then current Renewal Period. to the base Software.
3.13 "Object Code" means computer code in machine-readable,
2.0 Commencement of Service executable form, generated by compilation of source code and
2.1 Commencing on the Effective Date, TTG shall provide Software, contained in a medium that permits it to be loaded into and operated
Training, Maintenance and Support, Billing, Outsourcing and on computers, and including any runtime modules or programming
Fulfillment services according to the availability of TTG's Service object libraries,text or graphic files or other data structures or code
Schedules. Employer may also contract for Professional Services as components necessary for the operational use of the Software.
more specifically set forth in section 3.15. 3.14 "Outsourcing" means the initial setup by TTG of Employer and its
2.2 Employer understands that TTG's availability to perform these employees within the Software, including, but not limited to, the
Services shall be provided on a"first-come,first-served"basis. configuration of the Employers company,divisions(business units or
locations), employment categories, payroll schedules, employee and
3.0 Definitions dependent census, current enrollment elections, vendors, outline of
3.1 "Administrator Account" means any user profile with access to more benefits,plan designs,qualifying events and enrollment waivers.
than one Employee Record. 3.15 "Professional Services"means the TTG services that are specified in a
3.2 "Agreement"means this Technology and Services Agreement and any Project Authorization Form. The Professional Services may include,
exhibits, attached hereto, or otherwise incorporated herein by without limitation, the following types of services: data collection,
reference. consulting, design, coding, testing, installation, configuration and
3.3 "Project Authorization Form"means the TTG standard form that sets training.
forth a description of the Services and/or the Professional Services to 3.16 "Services"shall mean the Software,Training,Billing,Maintenance and
be provided by TTG to Employer and requires Employer's signature to Support, Employer setup,and outsourced carrier fulfillment provided
authorize the work to be performed.The Project Authorization Form by TTG to Employer.
may also reference a Statement of Work document when the 3.17 "Service Schedules" means the queue of TTG's current Training,
Employer has requested Services and/or Professional Services that are Outsourcing and Fulfillment availability maintained on a first-come,
to be invoiced at the hourly rate. Each Project Authorization Form first-Serve basis.
will be governed by the terms of this Agreement and, if there is a 3.18 "Software" means the benefrtsCONNECT® and/or agencyMANAGER
conflict between a Project Authorization Form and this Agreement, application program installed in Object Code format, any updates,
the terms of this Agreement shall prevail. revisions, new versions, supplements, all permitted copies of the
3.4 "Employer"means the business entity identified above,which entity's foregoing supplied by TTG to Employer, related documentation, and
employees have authorized the Employer to access and enter media,whether in machine readable or printed form;for the purpose
employee information into the Software. of Employer's enrollment and administration of employee benefits
3.5 "Effective Date"means the date entered in the outlined box above. and/or agency management.
3.6 "Enhancements" means modifications, additions or substitutions, 3.19 "Statement of Work" means the TTG standard document that sets
other than Maintenance Modifications, made by TTG to the Software forth a description of the Professional Services to be provided on an
at its sole discretion that accomplish incidental, performance, hourly basis by TTG to Employer.
structural or functional improvements to the Software,to the extent 3.20 "Support" means the TTG services that include providing Employer
that TTG elects to develop such Enhancements. Provided, however, telephone and e-mail support during TTG's normal business hours for
and notwithstanding the foregoing, new application Modules which the purpose of enabling Employer to obtain information or resolve
TTG markets separately from the Software shall not be included in the questions pertaining to the use of the Software,
definition of Enhancements. 3.21 "Term"means the Initial Period and any successive Renewal Periods.
3.7 "Employee Record" means the collection of related items of 3.22 "Training" means the phone or classroom training sessions made
information about an individual,treated as a unit, and stored in the available to Employer by TTG, which are designed to educate and
Software database. train on the step-by-step processes of configuring,administering and
3.8 "Fulfillment" means TTG's process of developing, testing, extracting, selling the Software and its different modules.
delivering, supporting and monitoring data from the Software in an 3.23 "User Manual" means the user documentation for the Software
electronic and secure format, including but not limited to portable provided by TTG to Employer in printed or in electronic format and
document format (PDF), Microsoft Excel (XIS), delimited or fixed which may be amended from time to time by TTG.
length text (TXT) or Extensible Markup Language (XML) formatted 3.24 The singular and plural shall each include the other, and this
files. Agreement shall be read accordingly when required by the facts.
3.9 "Intellectual Property Rights" means all copyrights, confidentiality
rights, trade secret rights, patent rights and other intellectual 4.0 Obligations
property rights which shall include, but not be limited to TTG's 4.1 All of the obligations of TTG or its designee to provide Services and/or
ownership of the Software and the TTG trademark and any other Professional Services under this Agreement are conditioned upon
trademarks, sales marks, service marks, trade names, marketing Employers provision and maintenance, at Employer's sole expense,
TTG Technology and Services Agreement 2016. bell of It SCONNECT"no 1 03
of Employer's hardware, third party software products, operating in Exhibit C,according to the terms of TTG's standard monthly invoice,
Systems,database systems and communications equipment required net fifteen(15) days. Employer further agrees that the number and
to connect to,access and use the Software. classification of Employee Records stored in the Software database
4.2 Employer shall not copy,transfer,modify,translate,reverse engineer, when the census report is ran shall be a bona fide and accurate
decompile or disassemble the Software and shall take all measures representation of the number and classification of Employee Records
necessary to prevent others within its control from doing or stored in the Software database over the course of the month.
attempting the same. 6.3 Per-Person-Per-Year ("PPPY") Fees - In consideration for any
4.3 Employer shall not remove, attempt to remove, modify or obscure Software and Services provided hereunder that are specified in
any copyright, trademark, patent or other proprietary notices from Exhibit C as being provided an a Per-Person-Per-Year (PPPY) basis,
the Software, User Manual or any portion thereof, including without Employer agrees to pay TTG, commencing with the Effective Date of
limitation, any component of the Software code of any kind or form this Agreement, a PPPY fee,computed by multiplying the number of
which may be provided to Employer to enable Employer to access persons (defined as a personnel record required by the IRS to be
and/or use the Software. reported on an annual basis for Affordable Care Act (ACA)) by the
4.4 If TTG determines that a service issue reported by Employer is(i)due PPPY rate listed in Exhibit C,according to the terms of TTG's standard
to modification of the Software by Employer or an unauthorized third invoice, net fifteen (15) days. This is generally applied to e-filing of
party, (ii)a result of Employer's failure to comply with the operating the 1094/1095 forms to the IRS.
instructions set forth in the current version of the User Manuals,(iii) 6.4 Minimum Fees — In the event that the monthly charge for PEPM
due to Employer's failure to comply with the terms of this Agreement, services does not meet or exceed the monthly "Minimum" amount
then all of TTG's time and expenses associated with providing support specified in Exhibit C, Employer agrees to pay TTG the monthly
relating to or correcting such problem, shall be invoiced to Employer Minimum amount,according to the terms of TTG's standard invoice.
by TTG at the current Professional Services hourly rate and such 6.5 Non-PEPM Fees — In consideration for any Software and Services
invoice shall be paid by Employer subject to the provisions of this provided hereunder that are not included as PEPM services(including,
Agreement. but not limited to one-time EDI setup fees, one-time account setup
4.5 TTG does not guarantee its ability to exchange data electronically with fees, per-occurrence training fees, monthly data management fees,
benefit providers or other third party systems.TTG is not responsible etc.), Employer agrees to pay TTG the rates listed in Exhibit C,
for the integrity of the data transmitted electronically between according to the terms of TTG's standard invoice.
Employer, benefit providers and third party systems. TTG reserves 6.6 Travel Expenses — Employer shall pay or reimburse TTG for any
the right, in its sole discretion, to charge Fulfillment service fees to expense incurred for travel in connection with TTG's performance of
Employer for providing electronic data exchange capabilities between the Services provided under this Agreement,so long as the Employer
Employer,benefit providers and other third party systems. authorizes the travel costs in advance.
6.7 Other Fees—If TTG is to incur any additional fees or expenses that are
5.0 Ownership and Confidentiality not within the scope of the Services, TTG shall notify Employer in
5.1 Employer understands and agrees it has no right, title, interest or advance for approval,and Employer shall pay the approved additional
ownership in, or to, the Software, User Manuals, or any of its fees or expenses within the terms of the invoice.
components, programming code or data structures, or any other 6.8 Employer shall pay or reimburse TTG and shall be responsible for and
materials provided to Employer related to the use of the Software,or shall indemnify, defend and hold TTG harmless from any applicable
any copies or modifications of the Software, User Manuals, or any sales,use,excise,value added,utility or similar or other taxes related
components, code or data structures thereof or in the Software or to the fees and services provided under this Agreement.
any other materials provided to Employer related to the use of the 6.9 Unless specified otherwise in Exhibit C,the Fees shown in Exhibit C
Software,except to the extent that TTG grants Employer the right to shall remain in effect for the terms specified in Section 1.3. TTG
use the Software,User Manual and related materials. reserves the right to increase its Fees for any Initial or Renewal Period
5.2 Employer understands and agrees that the Software, User Manuals, of this Agreement to current prevailing rates.
related materials and all security information and passwords issued 6.10 Any late payment shall accrue interest at the lesser of eighteen(18)
for access to the Software (collectively "TTG Confidential percent per annum of the late amount or the maximum amount
Information") constitutes confidential and proprietary information allowed bylaw
and trade secrets of TTG or its suppliers. Employer shall maintain all
TTG Confidential Information in strict confidence and shall not 7.0 Discounts/Commission Splits
publish, communicate, disclose or permit to be disclosed such 7.1 Business Associate has discounts available when using a TTG carrier
information in any way to third parties. Employer agrees to take all partner.
appropriate steps to ensure that all persons having access to the 7.2 Discount is not available if Business Associate's contract is in conflict
Software or User Manuals shall refrain from any unauthorized with TTG's contract with the same carrier where discount is being
reproduction or disclosure of TTG's Confidential Information. provided.
Notwithstanding anything to the contrary herein,TTG's Confidential 7.3 To receive discount, initial enrollment period needs to have a
Information shall not include information that; (i) is known or minimum of 20% participation in the product offering that triggers
available through other lawful sources not bound by a confidentiality the discount to be in place. For every 1% below the minimum
obligation to TTG, (ii)is or becomes publicly known through no fault participation,10%will be reduced from the discount provided.
of the receiving party or its agents, (iii) is required to be disclosed 7.4 All discounts to be applied after the initial open enrollment closes
pursuant to law or court order, provided that the discloser provides and verification that participation numbers have been met.
TTG with reasonable prior notice of any such compulsory disclosure 7.5 Discounts are able to continue in if new products are offered in
and permits TTG to object,intervene or appeal such order. subsequent years along with the same participation requirements as
5.3 TTG shall maintain Employer and/or Employee data in strict in section 7.3.
confidence and shall not publish,communicate,disclose,or permit to 7.6 Review of Discounts, commission splits, overrides and PEPM fees
be disclosed such information in any way to third parties. TTG agrees received will take place annually, TTG reserves the right to remove
to take all appropriate steps to ensure that all persons having access any discounts or offerings at the sole discretion of TTG.
to any Employer and/or employee data shall refrain from any
unauthorized reproduction or disclosure of Employer and/or 8.0 Termination
employee data." 8.1 TTG may terminate this Agreement upon any of the following events:
5.4 TTG understands and agrees that any Employer and/or employee data 8.1.1 If Employer fails to pay any amounts due to TTG within thirty(30)
generated and stored by the Software on behalf of Employer by or business days after Employer's receipt of written notice of such
through Employer's use of the Software constitutes confidential and nonpayment from TTG;
proprietary information and trade secrets of Employer and shall 8.1.2 If Employer breaches any Intellectual Property Rights of TTG or its
remain Employer's sole and exclusive property. suppliers in the Software;
8.1.3 If Employer attempts to manipulate the number of Employee
6.0 Fees Records on the last day of the month.
6.1 All amounts due under this Agreement shall be paid in United States 8.1.4 If Employer breaches its confidentiality obligations under this
Dollars(USD). Agreement;
6.2 Per-Employee-Per-Month ("PEPM") Fees— In consideration for any 8.1.5 If Employer breaches any of the other terms, covenants,
Software and Services provided hereunder that are specified in restrictions or conditions of this Agreement or its License to the
Exhibit C as being provided on a PEPM basis, Employer agrees to pay Software and fails to cure the breach within thirty (30) days
TTG,commencing with the Effective Date of this Agreement,a PEPM after Employer's receipt of written notice of such breach from
fee, computed by multiplying the number of Employee Records TTG;
(classified as Active,COBRA,FIALA or Retired)by the PEPM rate listed
TTG Technology and Services Agreement 2016. b e n e f I t S CO N N ECT`IM 0
2
8.1.6 If Employer becomes insolvent or admits a general inability to pay suit at its expense and hold Employer harmless thereof,
its debts as they become due; provided however that Employer promptly notifies TTG in
8.1.7 If Employer makes a general assignment for the benefit of writing and gives TTG complete authority and the information
creditors;or required to defend or settle the suit;
8.1.8 If Employer files a petition in bankruptcy or is the subject of an 10A.2 TTG shall pay any settlement of the suit or claim agreed to by
involuntary petition in bankruptcy that is not dismissed within TTG and to the extent that any judgment in any such suit is
sixty(60)days after the filing date. based on proof that the Software infringes any existing
8.2 Employer may terminate this Agreement and the rights and licenses Intellectual Property rights of a third party, TTG shall pay all
granted upon any of the following events: damages and costs awarded against Employer related thereto;
8.2.1 If TTG breaches any of its obligations under this Agreement and provided however that TTG shall not be responsible for any cost,
fails to cure the breach within thirty(30) days after receipt of expense or compromise made or incurred by Employer without
written notice of such breach from Employer; TTG's prior written consent;
8.2.2 If TTG becomes insolvent or admits a general inability to pay its 10.1.3 TTG shall allow Employer to participate in the defense of the suit
debts as they become due; at Employer's own expense,if Employer so elects;and
8.2.3 If TTG makes a general assignment for the benefit of creditors;or 10.1.4 Notwithstanding anything to the contrary in this Agreement,
8.2.4 If TTG files a petition in bankruptcy or is the subject of an TTG shall have no obligation of indemnity with regard to any
involuntary petition in bankruptcy that is not dismissed within modifications of any kind by Employer, regardless of whether
sixty(60)days after the filing date. such changes were authorized.
8.2.5 Notwithstanding any other provision to the contract, City may 10.2 In the event any suit or claim is brought against TTG based on a claim
terminate this Agreement at any time, with or without cause, that Employer improperly collected, used or disseminated any
upon thirty (30) days written notice to TTG. TTG shall be information or other data using the Software,Employer agrees that:
entitled to all compensation for all services rendered prior to 10.2.1 Employer shall defend the suit at its expense and hold TTG
the effective date of the notice of termination harmless therefrom, provided however that TTG promptly
8.3 In the event of the expiration or termination of this Agreement,under notifies Employer in writing and gives Employer complete
Sections 8.1 or 8.2 herein, TTG may discontinue the Services and authority and the information required to defend or settle the
Employer's access to, and use of the Software, provided however,at suit;
the expense of the party causing the breach and upon request from 10.2.2 Employer shall pay any settlements of the suit or claim agreed
Employer, within thirty (30) days following said termination or to by Employer and to the extent that any judgment in any such
expiration, TTG will deliver to Employer all data stored by the suit is based on proof that Employer improperly collected,used
Software on TTG's or third party equipment, as of the date of or disseminated any information or other data using the
termination or expiration. Software, Employer shall pay all damages and costs awarded
against TTG related thereto; provided however that Employer
9.0 Warranties and Limitations of Liability shall not be responsible for any cost, expense, or compromise
9.1 TTG WARRANTS THAT DURING THE TERM IT SHALL PERFORM THE made or incurred by TTG without Employer's prior written
SERVICES UNDER THIS AGREEMENT USING COMMERCIALLY consent;and
REASONABLE EFFORT. TTG SPECIFICALLY DISCLAIMS ALL OTHER 10.2.3 Employer shall allow TTG to participate in the defense of the suit
WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED at TTG's own expense,if TTG so elects.
TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS
FOR A PARTICULAR PURPOSE. 11.0 Protected Health Information
11.1 Employer and TTG agree to comply and modify the Agreement as
9.2 EMPLOYER UNDERSTANDS AND AGREES THAT TTG'S LIABILITY FOR necessary to comply with the Administrative Simplification
ANY DAMAGES SUFFERED BY EMPLOYER,WHETHER IN CONTRACT,IN requirements of the Health Insurance Portability and Accountability
TORT, UNDER ANY WARRANTY THEORY, IN NEGLIGENCE, OR Act of 1996("HIPAA"), as set forth in Title 4S, Parts 160 and 164 of
OTHERWISE, SHALL NOT EXCEED THE AMOUNT PAID TO TTG BY the Code of Federal Regulations(the"CFR").
EMPLOYER PURSUANT TO THIS AGREEMENT DURING THE ONE (1) 11.2 Capitalized terms not otherwise defined in the Agreement shall have
MONTH IMMEDIATELY PRIOR TO THE DATE UPON WHICH the meanings given to them in Title 45,Parts 160 and 164 of the CFR
EMPLOYER'S CLAIM OR CAUSE OF ACTION AROSE. and are incorporate herein by reference.
NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, TTG 11.3 Protected Health Information ("PHI") means any information,
SHALL NOT BE LIABLE TO EMPLOYER OR OTHERS FOR PUNITIVE OR whether oral or recorded in any form or medium that: (i) relates to
EXEMPLARY DAMAGES OR ANY SPECIAL, INDIRECT OR the past, present, or future physical or mental condition of an
CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS) OF Individual; the provision of health care to an Individual or the past,
EMPLOYER, EVEN IF TTG HAS BEEN PREVIOUSLY ADVISED OF THE present or future payment for the provision of health care to an
POSSIBILITY OF SUCH DAMAGES. Individual; and (ii) identifies the Individual or with respect to which
there is a reasonable basis to believe the information can be used to
9.3 FURTHER, EMPLOYER UNDERSTANDS AND AGREES THAT THE USE OF identify the Individual and shall have the meaning given to such term
THE SOFTWARE MAY FROM TIME TO TIME BE INTERRUPTED, AND under HIPAA and the HIPAA Privacy and Security Regulations,
TTG MAKES NO WARRANTY OR REPRESENTATION TO EMPLOYER including, but not limited to Title 45, Parts 160 and 164 of the CFR.
THAT THE SOFTWARE WILL BE FUNCTIONAL AND AVAILABLE AT ALL The Term"PHI" includes electronic PHI as that term is defined under
TIMES. EMPLOYER SHALL NOT BE ENTITLED TO RECOVER FOR ANY the Security Regulations.
LOSSES, INCLUDING, WITHOUT LIMITATION, ANY LOSS OF DATA, 11.4 Employer shall use and/or disclose PHI only to the extent necessary to
WHICH MAY RESULT FROM SUCH INTERRUPTION OF AVAILABILITY OF satisfy Employer's obligation under the Agreement. TTG shall use
THE SOFTWARE. NOTWITHSTANDING ANY OTHER LIMITATION OF and/or disclose PHI only to the extent necessary to satisfy TTG's
LIABILITY IN THIS AGREEMENT, IN THE EVENT THAT USE OF THE obligations under the Agreement. To the extent that the parties can
SOFTWARE IS INTERRUPTED FOR MORE THAN A 24 HOUR PERIOD, limit uses and/or disclosures of PHI to a Limited Data Set(as defined
TTG AGREES TO CREDIT EMPLOYER IN AN AMOUNT EQUAL TO THE in the HIPAA Regulations), each party agrees to do so. If use of a
PRORATED PEPM FEES(AS SET FORTH IN EXHIBIT C)OTHERWISE DUE Limited Data Set is impracticable, the party using and/or disclosing
FROM THE EMPLOYER FOR EACH DAY THAT THE SOFTWARE IS NOT PHI will document the necessityfor use of additional PHI.
FUNCTIONALOR OTHERWISE UNAVAILABLE. 11.5 Neither party shall use or disclose any PHI received from or on behalf
of a Covered Entity or Individual,except as permitted or required by
9.4 Internet Delays. TTG's services may be subject to limitations,delays the Agreement, as required by law or as otherwise authorized in
and other problems inherent in the use of the Internet and electronic writing bythe respective party,a Covered Entity or an Individual.
communications. TTG is not responsible for any delays, delivery 11.6 Employer and TTG shall develop, implement, maintain and use
failures or other damage resulting from such problems. appropriate administrative, technical and physical safeguards to
prevent the improper use or disclosure of any PHI.
10.0 Indemnification 11.7 Employer and TTG shall develop, implement, maintain and use
10.1 In the event any suit or claim is brought against Employer based on a appropriate administrative,technical and physical security measures
claim that the authorized use of the Software under this Agreement in compliance with Section 1173(d)of the Social Security Act,Title 42,
infringes any existing Intellectual Property Rights of a third party,TTG Section 1320d-2(d)of the United States Code and Title 45, Part 160
agrees that: and Part 164 of the CFR to preserve the integrity and confidentiality
10.1.1 To the extent that the claims or proof of the suit involve claims of all electronically maintained or transmitted Health Information
or factual allegations that the Software infringes any existing received from or on behalf of a Covered Entity or Individual.
Intellectual Property Rights of a third party,TTG shall defend the C
TTG Technology and Services Agreement 2016. benefit SCONNECT`�`r 3 �J
Employer and TTG shall document and keep these security measures a method providing for proof of delivery. A confirmed facsimile
current. transmission shall be deemed to provide proof of delivery.Any notice
11.8 TTG and Employer shall ensure that any employee or subcontractor to or request will be deemed to have been given on the date of delivery.
whom it provides PHI agrees to the same restrictions and conditions Notices and requests must be delivered to the Parties at the
that apply through this Agreement with respect to PHI, addresses on the first page of this Agreement until a different address
11.9 Employer shall document disclosures of PHI and information related has been designated by notice to the other Party.
to such disclosures as would be required for TTG to respond to a 12.10 Non-Solicitation of Employees. Neither Party shall directly solicit the
request by an Individual for an accounting of disclosures of PHI in services or employment of any employee of the other Party during
accordance with Title 45,Part 164,Subpart E,Section 164.528 of the the Term.The soliciting Party,who violates this section,shall pay to
CFR. the other Party an amount equal to one (1) year's salary for any
11.10 Employer agrees to provide TTG or an Individual, within thirty (30) solicited employee of the other Party,as liquidated damages and not
days written notice,information collected in accordance with Section as a penalty.The amount of annual salary shall be the annual salary in
11.9 above,to permit TTG to respond to a request by an Individual for effect at the date the employee was solicited. For purposes of this
an accounting of disclosures of PHI in accordance with Title 45, Part section,the term"employee" means current or former employees of
164,Subpart E,Section 164.528 of the CFR. the other Party who were employed by the other Party within three
11.11 TTG and Employer shall implement a procedure for notifying each (3)months before solicitation occurred.
other of any breach of unsecured PHI for which notification by the 12.11 Pubes. Either Party may(in any press release,advertising or other
Employer to the affected individuals is required pursuant to the publicly-disseminated materials) refer to the other Party, to the
Notice Regulations published by the Secretary of Health and Human Services provided under this Agreement, and to background
Services pursuant to Section 13402 of the Health Information information leading to this Agreement, including, for example: TTG
Technology for Economic and Clinical Health Act ("HITECH Act"). competitors and competing products considered by Employer, net
Notification of a breach of unsecured PHI will be provided to the value of the Agreement, and Employer business needs and reasons
appropriate parties as soon as practicable upon discovery, but in no for selecting TTG. Before disclosing this information publicly, the
event later than 10 calendar days after discovery. Such notice shall disclosing party shall review the factual content of the disclosures
include all information needed for the Employer to fulfill its with the other Party and obtain the other Party's consent prior to
obligations under the Notice Regulations. disclosure. In any event, neither Employer nor TTG shall publicly
12.0 Miscellaneous disclose special pricing, discounts, payment terms or addenda
12.1 Assignment.Employer shall not assign this Agreement or transfer,by contained in,or attached to,this Agreement.
operation of law or otherwise, any of its respective rights or 12.12 Entire Agreement. This Agreement and the Exhibits listed below and
obligations under this Agreement(including, without limitation, by a referred to herein,together with any addenda signed by the Parties
change in the majority ownership or control of Employer)without the (collectively, the "Agreement"), constitute the entire agreement
prior written consent of TTG,such consent shall not be unreasonably between TTG and Employer with respect to the License, Services,
withheld. Any assignment or transfer in violation of this section shall Software and other subject matter of this Agreement,and may only
be void. be modified by a written amendment or addendum signed by both
12.2 Waiver. No term or provision of this Agreement shall be deemed TTG and Employer. No employee, agent or other representative of
waived and no breach shall be deemed excused,unless such waiver is either TTG or Employer has authority to bind the other with regard to
in writing and signed by the Party who is alleged to have waived the any statement,representation,warranty,or other expression unless it
term or provision. is specifically included within the express terms of this Agreement or
12.3 Excusable Delay. Neither TTG nor Employer shall be deemed to be in a written addendum signed by both TTG and Employer.All purchase
default of any provision of this Agreement or for any failure in orders, prior agreements, representations, statements, proposals,
performance, resulting from acts or events beyond the reasonable negotiations, understandings, and undertakings with respect to the
control of TTG or Employer,as the case may be.For purposes of this subject matter of this Agreement are superseded by this Agreement.
Agreement,such acts shall include,but not be limited to,acts of God,
civil or military authority, civil disturbance, war, strikes, fires, other
catastrophes or other such major events beyond TTG's or Employer's IN WITNESS WHEREOF, the parties hereto have executed this Agreement by
reasonable control.This section shall not excuse Employer's payment their duly authorized officers or representatives as of the day and year set forth
obligations. above.
12.4 Governing Law and Dispute Resolution. This Agreement is governed
by and construed in accordance with the laws of the State of For Transcend Technologies Group,Inc.:
California, without giving effect to any choice or conflict of law S" iQn s
provisions, principles or rules (whether of the State of California or `°" " -
any other jurisdiction)that would cause the application of any laws of (Signed)
any jurisdiction other than the State of California. The parties agree Scott Evans
that all claims,actions, suits and proceedings between them relating
to this Agreement will be filed,tried and litigated only in the Circuit or (Printed)
District Courts of Sacramento County, California. In connection with Chief Operating Officer
the foregoing, the parties consent to the jurisdiction and venue of
those courts and expressly waive any claims or defenses of lack of (Title)
jurisdiction of or proper venue by those courts. May 3, 2016
12.5 Legal Fees and Costs. The prevailing Party shall be entitled to collect
from the other Party the prevailing Party's reasonable legal fees and (Date)
casts in connection with the enforcement of this Agreement.
12.6 Independent Contractor. TTG is providing the Services under this
Agreement as an independent contractor,and its personnel shall not
be considered employees or agents of Employer.
12.7 Severance and Interpretation. If any provision of this Agreement is For City of Palm Springs:
found to be unenforceable, such provision shall be deemed to be
deleted or narrowly construed to such extent as is necessary to make
it enforceable and this Agreement shall otherwise remain in full force (Signed)
and effect. If any ambiguity or question of intent 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 (Printed)
either Party by virtue of authorship of any of the provisions of this
Agreement.
12.8 Time Limitation. Except for actions for non-payment or for breach of (Title)
TTG's or its third parties Intellectual Property Rights,no action arising
out of or relating to this Agreement may be brought later than two(2)
years after the cause of action became known to the injured Party. (Date)
12.9 Notices. All notices required or permitted under this Agreement and
all requests for approvals,consents,and waivers must be delivered by
TTG Technology and Services Agreement 2016. benefit S CONNECT°rlr 4 06
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Exhibit A
Notices and Contact Information
1.0 Notices from Employer shall be sent to:
Transcend Technologies Group,Inc.
3202 Zinfandel Drive,Suite 200
Rancho Cordova,CA 95670
2.0 Notices from Transcend Technologies Group shall be sent to:
(Please provide Employer Contact Information)
Company Name
Company Street Address
Company Street City
Company Street State
Company Street Postal Code
Primary Contact Name
Primary Contact Phone Number
Primary Contact Fax Number
Primary Contact Email Address
Company Billing Address
Company Billing City
Company Billing State
Company Billing Postal Code
Billing Contact Name
Billing Contact Phone Number
Billing Contact Fax Number
Billing Contact Email Address
07
TTG Technology and services Agreement 2016. b e n e f I t S CONN ECT-12,,v 5
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Exhibit B
Optional Payment Authorization—Monthly Fees
Please complete the appropriate section for your preferred method of payment. Please provide a photocopy of the credit card or
voided bank check in lieu of the bank information below along with the signed copy of this form.
I authorize Transcend Technologies Group to initiate monthly deduction from my account shown below,
for the amount and period specified,for payment of monthly fees.
Credit Card Information
Client Name:
Name on Card:
[D visa MasterCard American Express
Card Number:
Security Code:
Expiration Date:
Billing Address:
City:
State, Postal Code
EFT Information
Name on Account:
Account Number:
Bank Name:
Bank Routing Number(9 digits):
Invoicing Information
Ea Same as previous page
Company Billing Address:
Company Billing City:
Company Billing State:
Company Billing Postal Code:
Billing Contact Name:
Billing Contact Phone Number:
Billing Contact Fax Number:
Billing Contact Email Address:
I understand this authority is to remain in full force and effective until Transcend Technologies Group
has received written notification from me of its termination in such time and manner as to afford
Transcend Technologies Group and depositor a reasonable opportunity to act upon it. I have the right to
stop payment of deduction to my credit card or bank account by notification to Transcend Technologies
Group thirty(30)business days or more before this payment is scheduled to be made.
Signature: Date:
08
TTG Technology and Services Agreement 2016. benefit 5 CO N N ECT"�J 6
0
Addendum B May 3, 2016
Addendum B serves to amend the Technology and Services Agreement dated 6/1/2016 between
Transcend Technologies Group, Inc. and the City of Palm Springs, hereby referred to as the Employer.
Therefore, in consideration of and reliance upon the terms and conditions set forth herein, the parties
agree to the following amendment explanations:
Section 4.5-This explanation is in addition to the language written in the agreement.This section is put
in place in the rare event a carrier or TPA is unable to communicate using EDI technology. Therefore,
TTG cannot be held liable for a carrier's technical incompetency.Part of our service offering is to provide
EDI connections with EDI capable carriers and should a problem arise,we will work with the carrier and
the Employer to find a solution agreeable to all parties involved. Employer will be responsible in
maintaining the integrity of the data transmitted electronically between Employer, benefit providers and
third party systems.Employer carries the responsibility of keying in the data into the benefitsCONNECT®
system;TTG carries the responsibility of transmitting the data electronically from benefitsCONNECT®to
the carriers in question.
Section 6.9 — This explanation is in addition to the language written in the agreement; during the
renewal process, if there is a more favorable pricing structure available to Employer, TTG will make it
available for the new term.
Section 10.2—benefitsCONNECT®agrees to strike section 10.2 and instead will adhere to federal HIPAA
regulations in the event of a suit or claim brought against Employer or TTG based on a claim that
Employer improperly collected, used or disseminated any information or other data using the software.
Section 12.13 Conflict of Interest. TTG acknowledges that no officer or employee of the City has or
shall have any direct or indirect financial interest in this Agreement nor shall TTG enter into any
agreement of any kind with any such officer or employee during the term of this Agreement and for one
year thereafter. TTG warrants that TTG has not paid or given, and will not pay or give, any third party
any money or other consideration in exchange for obtaining this Agreement.
Section 12.14 Covenant Against Discrimination. In connection with its performance under this
Agreement, TTG shall not discriminate against any employee or applicant for employment because of
race,religion,color,sex,age,marital status,ancestry,national origin,sexual orientation,gender identity,
physical or mental disability, or medical condition. TTG shall ensure that applicants are employed, and
that employees are treated during their employment, without regard to their race, religion, color, sex,
age, marital status, ancestry, sexual orientation, gender identity, physical or mental disability, medical
condition, or national origin. Such actions shall include, but not be limited to, the following:
employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or
termination; rates of pay or other forms of compensation; and selection for training, including
apprenticeship.
Copyright 2016 Transcend Technologies Group.All Rights Reserved.
09
In witness whereof, the parties have executed this Addendum by their duly authorized officers or
representatives as of the day and year set forth above.
For Transcend Technologies Group, Inc. City of Palm Springs
Signed Signed
Scott Evans
Printed Printed
Chief Operating Officer
Title Title
May 3, 2016
Date Date
Copyright 2016 Transcend Technologies Group.All Rights Reserved.
10
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Exhibit C: Pricing Schedule
benefitSCONNECT® Employer Package Pricing
benefitscONNECT° offers an online benefits administration and enrollment solution designed
to streamline the open enrollment process and provide year-round access to benefits
information. Our Employer Package offering is available to groups with 100-5,000 lives.
(Please see Employer A La Carte Pricing for groups with more than 5,000 lives.)'
Our in-house Client Services and Support Team provides implementation services as well as
year-round support with a dedicated account manager, ensuring that you and your team
have all the support you need on an on-going basis. Your benefitscoNNECT® account
manager will work directly with your HR team and can assist with mid-year changes. This
package also includes setup for Evidence of Insurability(EOI)questions and up to twelve(12)
carrier connections.
Group Minimum—$500 per month.
Traditional Package $3.15 Per Employee Per Month
i Package Pricing requires an annual commitment.
'Pricing is calculated on a Per Employee Per Month(PEPM)basis as shown.At the end of each month,the number of
Active,COBRA,FMLA and Retired employees in your system are tallied and you are billed accordingly.There is no
charge for Inactive,Terminated,or Deceased employee records.
'Note:Package pricing requires a 100 life minimum.
Copyright 2016 Transcend Technologies Group.All Rights Reserved. 11
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benefitscolvlvECT® Package Services
Includes year-round assistance with ongoing data imports, updates and testing for the
employer group, and up to twelve (12) carrier connections. A dedicated account manager is
available to the broker or group via phone/email year-round. Includes the following for each
employer group:
• Welcome/Introduction call
• "Kick off" and initial planning meeting
• benefitSCONuECT° Implementation project review
• Regular project communications with specialist
• Provision of file formats necessary for a seamless EDI integration
• Employee census consultation and updates
• Plan testing coordination
• One(1) hour system overview with Q&A(broker& HR Team)—includes a tutorial on:
• Change Company Level Settings
• Add/Maintain Employees
• Change Benefit Level Settings
• Configure & Run Reports
• Schedule Reports
• Answer Common Questions
• Assistance with resolution of carrier data discrepancies
• Assistance with system, plan,and employee updates(as necessary)
• Assistance with ad hoc report services(creating, running, scheduling
custom reports)
• Employer group training
Copyright 2016Transcend Technologies Group.All Rights Reserved. Initial Here: 12
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Connectivity Services
Electronic Data Interchange(EDI)/Integrations/Plug-ins 45
Connections—Includes twelve(12)carrier connections. There are 10 currently in place and
an additional two will be allotted for CalPers.
Programming—Includes the following for each Export/Connection:
• Provide client with free access to benefitscoNNEcr's online web-based project tracking
software (EDIE)
• Discovery/Analysis—Review file specifications with the carrier and define mapping rules
• Programming
• Testing(Structural,Scenario,and Discrepancy)/Documentation
• Promotion to Production
Mai ntena nce/Monitori ng/Support
Maintenance, monitoring,and support include the following for each Export/Connection:
• Project Meetings
• Unlimited Data Transactions/Ongoing File Export Monitoring
• Support for Export File Format Changes Updates (including mandatory carrier updates)
• Support for Bug Fixes
• Open Enrollment rollovers for new plan years for standard exports'
• Manual upload services for carriers without an automated file transport mechanism
Client Expectations
• Client will be responsible for reaching out to carriers to make sure they will accept EDI
files for specific groups
• Client will provide benefitscoNNEcr®with the technical contact at the carrier side
• Client will be responsible for fixing data issues as a result of discrepancies between
benefitscoNNEcT®and carrier systems enrollment data
• Client will ensure that benefitscoNNECTO software is updated with most up-to-date
enrollment data once initial enrollments have been loaded
All additional feeds are subject to monthly maintenance charges of$75 per feed.Additional programming costs
resulting from broker change requests will be subject to hourly charges.
5 Note:EDI services require 100life minimum.
6 Open enrollment rollover is covered for all exports connected to individual groups.Any consolidated imulti-company)
rollover will be subject to hourly charges.
Copyright 2016 Transcend Technologies Group.All Rights Reserved. 13
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Additional Services
Rush Fees
Ask your account executive for a quote.
Connectivity
Additional EDI connections/integrations/plug-ins include a monthly $75 per feed
maintenance and support fee.7
Additional Carrier Connections
EDI Connections/Integrations/Plug-ins—$995 per feed setup(per group)+$75 per month
maintenance fee.
Payroll / HRIS — $5,495 per feed setup (per group) ) + $75 per month maintenance fee.'
Employee and employer deduction reporting—shows all deductions. Files can be customized
to the payroll vendor's preferred format. Generate and distribute plan enrollment data.
Payroll Deductions Only—$2,495 per feed setup (per group)+$75 per month maintenance
fee. Employee deduction reporting in a variety of formats.
Forms Development—$695 setup+hourly quote (custom questions,one-time spreadsheets
etc.).
Additional Development—Hourly fee of$295 with a two hour minimum for all work.
Implementation
Evidence Of Insurability Questions—$1,995 per carrier per group setup in
benefitscoruNECT*.
Hourly Work—$195 per hour and quoted upfront for any project(i.e. billing reconciliation,
invoicing module setup,etc.).
Ad hoc Reporting and Data Import/Export Services —$1,295 per month. Manipulating data
will be a thing of the past. Save time by providing us your data and we will organize it,
import and/or export per your instructions. Use this service to create ad hoc reports to
capture specific data points in a repeatable format.
7 Additional programming costs resulting from broker change requests will be subject to hourly charges.
9 benefltXONNECr'guarantees that we will provide each payroll vendor—or the company HR staff—with data required to
process payroll successfully;however,benefltscoNNEa-does not guarantee payroll connectivity with every provider.
Copyright 2016 Transcend Technologies Group.All Rights Reserved. Initial Here: 14
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Additional Services
compliancecoNNECT
Broker Account—$20 per user per month (on demand support can only be utilized for their
agency and can't be utilized to service clients—violation constitutes a disconnection).
Employer Group Account—$30 per user per month and includes on demand support.
Communications/Media
Avatars—Call for quote.
benefitsGUIDEs
Setup—$2,500 per guide setup(includes design for the first 8 pages).
Additional Pages—$500 per 4 pages.
Training
Offsite Training—$5,900 plus travel expenses for trainer(ask for a quote).
ACAManager with benefitsCONNECT
E-file $3.00 Unlimited PPPY,
Client Signature Date
Print Name
1PPPY—Per Person Per Year
There is a 250 EE life minimum for all ACAManager services.
Copyright 2016 Transcend Technologies Group.All Rights Reserved. 15