The URL can be used to link to this page

Home My WebLink AboutA6212 - HOLMAN HR, LLC License/Service Agreement it�HOL-IVIAN HR HOLMAN HR, LLC, LICENSE/SERVICE AGREEMENT This License Agreement, ("License Agreement" or the "Agreement") as dated below, by and between Holman HR, LLC., ("HHR" and or "Licensor") a California corporation whose office is located at 9451 Corbin Avenue, Suite 100, Northridge, California 91324 and City of Palm Springs ("Licensee"), whose office is located at 3200 Tahquitz Canyon Way Palm Springs, CA 92262 establishes a single license for LICENSEE to use LICENSOR'S product, known as the Holman HR Full HRIS("Product"). TERM LICENSOR hereby grants to LICENSEE a nonexclusive, nontransferable, limited license to use the Product on a month-to-month basis ("License Period") from the date of this License Agreement with a term defined as any single month. At the conclusion of each term this License Agreement will automatically be extended for additional terms unless LICENSEE or LICENSOR gives the other party at least 30 days written e-mail notice of termination. If providing notice to LICENSOR, Electronic Written notice must be provided through Electronic Mail (Email) and should be addressed to infoo_holmanhr com with the words "account cancellation" in the subject line. BILLING/FEE Charges will be applied on the 15th of each month and be for one month in advance plus any usage of the Product before the 15th of the initial month's usage. In consideration of Holman HR's waiver of the standard implementation fee, the initial Billing for each new account using the Product shall commence upon the earlier of either the completion of the initial Implementation Training or 30 days from the execution of this Agreement. A single invoice shall be submitted each month to the LICENSEE for all charges relating to the Product. Invoice terms shall be NET 30. The monthly fee will be based on the number of employees enrolled in the HRIS system and may change from month to month (See Attachment `A'for pricing information). PARTICIPANT "Participant" means those records structured under LICENSEE' Portal(s) loaded into the Product that meet the following requirements: 1)Any employee record currently(current as of the date of billing)enrolled in one or more benefits configured within the Product, 2)Any employee record not currently enrolled in one or more benefits, but with an "Active' account in the Product (i.e. able to access the Employee Portal), 3) Any employee record not currently enrolled in one or more benefits, but that has accessed the Product in the last 30 days or 4) Any employee record that has been updated, whether by an employee or administrator in the last 30 days. SYSTEM DOCUMENTATION/SUPPORT Both on-line "Help" and User Guides for the Product are available for LICENSEE. Customer Support is also available through the Product and by e-mail directly to LICENSEE'S assigned Customer Support Representatives. System documentation and support will also be made available by telephone and online in the form of email, webinars and online guides to all Licensee representatives including assigned representatives of Licensee's group(s). IMPLEMENTATION The Implementation Fee of $4,500 is waived to a $0 Implementation Fee. The Implementation Process includes up to 8 EDI files during Implementation Process Only—no carryover of files beyond first 90 days of the Agreement. ADDITIONAL EDI FILES EDI file costs range from approximately $450 to $750 (U.S. Dollars) for any files above the number provided as part of the Implementation Fee and for any new carrier files after the initial Implementation. LICENSOR will provide a price quote for a new file upon request. _.._y-------- - ._ . n _ Page 1 of 5 TMH0LMAN I ANNUAL BENEFIT RENEWAL The InfinityHR Account Manager is available to support Licensee with the system. However, it is not within the scope of the Agreement for LICENSOR to fully configure the Software for open enrollment, but rather, to support LICENSEE should LICENSEE have any questions or problems as LICENSEE prepares the system for open enrollment. The following grid provides a summary of responsibilities relative to preparing the system for open enrollment. Aotivit _ Acsau ht Accotir t Mane er ' Review of this document X Primary Role in Configuring System for Open X' Enrollment—See Step 4 for full details Support Role in Configuring System for Open X Enrollment Jesting System for Open Enrollment X Supporting Employees during Open X Enrollment Building Exports to Third Parties X" Testing Exports to Third Parties X** Coordinating post Open Enrollment eligibility X files to Third Parties Confirming post Open Enrollment eligibility X X files are successfully loaded by Third Parties 'InfinityHR is available to complete Step 4 activities for a fee of$1,000 provided that the account has a simple straight forward structure and provided notice 60 days prior to the Account's Open Enrollment. '"No charge for renewal riles unless there is a change in carrier. In that case, cost to build and test new file to be quoted by Licensor. WARRANTIES AND LIMITATIONS OF LIABILITY The Product is provided to LICENSEE on a strictly AS IS basis, and LICENSOR and its suppliers make no warranties, expressed or implied, including but not limited to any warranty of merchantability or fitness for a particular purpose, relating to the Product during the License Period. Further, LICENSEE understands and agrees that LICENSOR, its agents, assigns, officers, directors and employees as well as LICENSOR's vendors and WELLS FARGO INSURANCE SERVICES, USA, INC., ("WFIS") and any of WFIS' individual offices, agents, representatives, officers, directors and employees will have absolutely no liability of any kind for any loss, costs or damages whether past, present or future, of any kind resulting from LICENSEE'S use of the Product during this License Period or thereafter. Pursuant to the limitations set forth above in this clause, Licensor agrees to use its best efforts including the use of reasonably secure servers, to prevent the unauthorized access to non-public, confidential information of Licensee's employees. PROPRIETARY RIGHTS AND PROVISIONS The Product contains Confidential Information proprietary to HHR and or Infinity Software Solutions, Inc. "Confidential Information" means information including, but not limited to, the program structure, logic, data structures, design, processes, procedures, formula and algorithms contained in the ordered set of instructions, which together constitute the Product, any documentation (excluding manuals or information that are publicly available but including this Agreement), and any other information marked as Confidential or Proprietary. LICENSEE shall use the Product only for the purposes set forth herein. Title to and ownership of the Product and all portions thereof and all applicable rights in patents, copyrights and trade secrets in the Product shall remain exclusively with HHR and or Infinity Software Solutions, Inc. The License Agreement does not constitute a sale of proprietary data and computer programs provided to LICENSEE. Page 2 of 5 ......,u.w- LICENSEE shall use reasonable care to prevent unauthorized disclosure, use, reproduction, or distribution of the Product. Except as set forth herein or as may be permitted in writing by LICENSOR. LICENSEE shall not provide or otherwise make available the Product or any part or copies thereof to any third party. LICENSEE shall not seek to discover any HHR and or Infinity Software Solutions, Inc., Confidential Information by reverse engineering, decompiling, or disassembling the Product, or any portion thereof, nor otherwise attempt to create access or derive the source code. LICENSEE shall not alter or delete any copyright or trademark notice, trade name, or other markings, which identify HHR and or Infinity HR Solutions, Inc., and or LICENSOR'S proprietary rights and interests. LICENSOR agrees that any private labeling of any of the service levels as contained in the attachments to this Agreement and incorporated by reference as if set out in full herein shall not be considered a violation of any provision under the"Proprietary Rights and Provisions"section of this Agreement. This License Agreement is subject to all US laws and regulations relating to exports and to all administrative acts of the US Government pursuant to such laws and regulations. Export, re-export or transshipment of the Product or any other technical data licensed under this License Agreement, or the derivative products thereof, is contingent upon prior written authorization from LICENSOR and compliance with all necessary US Government approvals and licenses. CONFIDENTIALITY AND LIMITATION OF USE LICENSEE agrees to receive the Product, any other materials made available to LICENSEE or confidential information disclosed to LICENSEE hereunder, and to hold it in confidence and not disclose it in any manner to any person, firm or entity, except to employees of LICENSEE with a need to know. LICENSEE will not transfer, sell, modify, create derivative works, translate, reverse engineer, reverse compile or decompile the Product, in whole or in part, nor will it create or attempt to create, the source code version of the Product by reverse engineering or disassembling of the design, algorithms or other proprietary trade secrets, or using any other methods. LICENSEE's obligation of confidentiality hereunder will survive the expiration of the License Period. LICENSOR agrees to permit LICENSEE to distribute and promote products and services available under this Agreement and the attachments hereto which are incorporated by reference herein, without the prior consent or approval of LICENSOR and that such dissemination of product and service materials is not a violation of this section of this Agreement. TERMINATION Upon termination of this License Agreement and receipt by LICENSOR of payment for all amounts due from LICENSEE it hereunder, LICENSOR can make available (upon request by LICENSEE)to LICENSEE all pertinent data, reports, and files, ownership of which shall remain at all times with LICENSEE provided, however, that nothing herein shall be construed to require LICENSOR to give to LICENSEE and/or LICENSEE'S clients any proprietary software belonging to LICENSOR which was used by LICENSEE in the provisions of Administrative Services. Preparation and delivery of such data, reports, and files may be additional services. Therefore, the time required to provide such services may be charged to LICENSEE at LICENSER'S then current consulting fee per hour. EXCLUSIONS OF OTHER REMEDIES IN NO EVENT WILL EITHER PARTY BE LIABLE TO EITHER PARTY FOR INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, ECONOMIC COVER OR CONSEQUENTIAL OR SIMILAR DAMAGES (INCLUDING WITHOUT LIMITATION DAMAGES RELATING TO LOSS OF PROFITS, GOODWILL, OR DATA), WITHOUT REGARD TO THE LEGAL THOERY OF SUCH DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR RELATED TO THE PRODUCT OR SERVICES PROVIDED THROUGH THE PRODUCT. INDEPENDENT CONTRACTOR; SERVICE PROVIDER Nothing in this agreement is intended or shall be construed to give LICENSOR discretionary authority or discretionary responsibility in the administration of the LICENSEE's Human Resource Programs and/or Benefit Plan(s). The relationship of LICENSOR(or any of its officers, directors, or employees)to LICENSEE(or any of its Page 3 of 5 *Hot-MAA"N HP Enterprise Accounts, Administration Account, officers, directors, or employees) is intended to be only that of an independent contractor and service provider and not a joint venture partnership, trust, fiduciary, or other similar relationship. ARBITRATION Any controversy or claim arising out of or relating to this Agreement or the breach thereof, will be settled by arbitration in Los Angeles, California, in accordance with the Commercial Arbitration Rules of the American Arbitration Association, using three arbitrators, and judgment upon the award rendered by the arbitrators may be entered in any court of competent jurisdiction. Any legal or financial services required to resolve any controversy or claim relating to this Agreement shall be paid for by the losing party. GENERAL This License Agreement sets forth the entire understanding between the parties with respect to the matters set forth herein and supersedes all prior representations, understandings, or agreements, whether written or oral, express or implied, with respect to this License Agreement. GOVERNING LAW This License Agreement is governed by the laws of the State of California, U.S.A., other than those provisions of California law governing conflicting of laws. Should any provision of this License Agreement be invalid, ineffective, or unenforceable, under present or future laws, the remainder of the provisions shall remain in full force and effective and shall in no way be affected, impaired, or invalidated. EFFECTIVE AGREEMENT The LICENSEE acknowledges reading this License Agreement and agrees that it is the complete and exclusive statement of the agreement between the parties, and supersedes all prior proposals and understandings, oral or written, relating to the subject matter of this License Agreement. LICENSEE: City of Palm Springs --------------------------------------------------- Company AS T3 ft>3 M Print Name Gr7 C:ta�r 1 -----------��-�--� - ----------------- fats Signature _C- _m ---------- Titl To Exceed $ �O �/✓rl�� Date Without The Ex ss Written Authorization Of The City Manager. Page 4 of 5 ;HOLMAN H Attachment A No. of Employees Benefits only and HRIS Add on* 501-600 TOTAL: $820.00 OMMMM NOUN { I 1 Wells Fargo insurance ServicesflY u.ery..�ueed�peyeenmtea...eo-�m ru�ar, � Page 5 of 5