HomeMy WebLinkAbout05613 - ADMINHR FOR HUMAN RESOURCES SOFTWARE PAX _ C�oS�d
Kathie Hart
From: Dennis Graham
Sent: Thursday, October 23, 2014 4:36 PM p�
To: Kathie Hart `p"Y
Subject: RE:A5689-City of Riverside
Yes.
From: Kathie Hart
Sent: Thursday, October 23, 2014 4:36 PM
To: Dennis Graham; Dora Melanson
Subject: A5689 - City of Riverside
This agreement was for the AVOID THE 30 PROGRAM from March 1, 2008 to January 31, 2011. OK to close this
agreement file?
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Kathie Hart, Mti1C
Chief Deputy City Clerk
City of Palm Springs 2t(76O)323-8206
3200 E Tahqui tz Canyon Way A (76O)322-8332
Palm Springs, CA 92262 ®,Kathie.Hart@PalmSorfhosCA.go
please note thatCity Hall is open 8 o.m. to 6 poi,. Monday through Thursday,and closed on Fridays at this time.
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Kathie Hart
From: Dennis Graham
Sent: Thursday,October 23, 2014 4:51 PM
To: Kathie Hart
Cc: Melissa Desmarais ( t�
Subject: RE:A5704-Stat of Californiaa (ABC)
Yes.
From: Kathie Hart
Sent: Thursday, October 23, 2014 4:50 PM
To: Dennis Graham
Subject: A5704 - Stat of Californiaa (ABC)
Dennis:
This agreement is for the ABC Grant -- 07-01-08 to 06-30-09 (Agreement No. 08G-LA21).
OK to close?
Kathie Hart; MMC
Chief Deputy City Clerk
City of Palm Springs 2!1�(760)323-8206
3200 E Tahqui tz Canyon Way A (760)322-8332
Palm Springs, CA 92262 E�Kathie.HartoDPalmSpringsCA.�ov
Please note that City Hall is open 8 a.m, to 6 pm,. Monday through Thursday,and closed on Fridays at this time.
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Kathie Hart �� L`��� � ,�� � 1✓ ��
From: Perry Madison
Sent: Thursday, October 23, 2014 7:15 PM
To: Kathie Hart
Cc: Kim Hardcastle
Subject: Re:A5613-AdminHR
Kathie, we do not use that any longer, so closing is good...thanks.
Sent from Perry's iPhone ` p
On Oct 23, 2014, at 5:09 PM, Kathie Hart<Kathie,Hart@palmsprings-ca.gov>wrote:
The above agreement is for HR Software, and the agreement term was thru 9-30-2007. In 2009 Sue
Mills said to keep this agreement file open. Should I continue to keep it open, or may I close it?
Please advise.
Thank you.
Kathie Hart, AIAW
Chief Deputy City Clerk
City of Palm Springs fY(760)323-8206
3200E Tahquitz Canyon Way A (760)322-8332
Palm Springs, CA 92262 l&Kathie.Hart@PalmSprinasCA.aov
Please note thatCity Hall is open H a.m. to 6 pm,. Monday through Thursday, and closed on Fridays at this time.
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SERVICE AGREEMENT
This Service Agreement ("Agreement") is made and entered into to be effective the
day of 2006 ("Effective Date"), by and between ADMINHR,
INC., a California corporation, whose principal place of business is located at 2323
Amherst Ave, Los Angeles , California 90064 ("AdminHR"), and the CITY OF PALM
SPRINGS, a California municipality, whose principal place of business is located at
3200 East Tahquitz Canyon Way, Palm Springs, CA 92262 ("Client").
This Agreement is a legal and binding agreement between AdminHR or its
Representatives (as such term is defined herein) and Client or its Representatives.
1. DEFINITIONS.
1.1."Representatives" shall mean, as to either party, such party's directors,
officers, employees, agents, consultants, contractors, advisors, or other
representatives including legal counsel, accountants and financial advisors.
1.2."Account" shall mean a formal business relationship established between an
individual or business and AdminHR, to provide for regular services, dealings,
and financial transactions.
1.3."User" shall mean an individual in the possession of a valid username and
password to access the Client's customized version of the Software;
1.4."Transaction" shall mean the transmittal of any data or information, to or
from AdminHR Servers and a User's computer;
1.5."Service" — See Section 2
1.6."Software" shall mean the object code version of the AdminHR Website.
1.7."Employee" shall mean any Individual having a relationship with Client, and
Client has chosen to offer that individual benefit coverage.
1.8."Election" shall mean a Transaction made by a User that results in the
modification of an individual's benefit coverage, and this includes, but is not
limited to, such individual being enrolled for coverage under a plan,
Employee being removed from coverage under a plan, or the Employee's
Coverage amount being modified, and any other information that is required
to make or complete the election.
1.9."Content" shall mean any text, software, music, sound, logo, trademark,
service mark, photograph, graphic, video, document (digital), or file (digital),
that Client can upload (transfer to and store on an AdminHR Server) to
customize the Software.
2. DESCRIPTION OF SERVICES.
2.1.AdminHR provides the following services (collectively as "Service")
2.1.1. The ability for Users to manage Elections on the World Wide Web by
use of the Software.
ADMINHR SERVICE AGREEMENT- PAGE 1 OF 9
2.1.2. Reporting of Elections to Client and third parties.
2.1.3. Reporting of payroll deductions to Client and third parties.
2.1.4. Reporting to Client's Human Resource Information System (HRIS).
2.1.5. Reporting of any other Information provided by Client or captured
(entered) by Software to Client and third parties.
2.1.6. Customization of the Software. Customization includes, but is not
limited to, setting up Content, entering rates (or formulas), logos, and
benefit options,
2.1.7. Loading of Client provided data for use by Software
2.1.8. Loading of data required for the Software or customization of the
Software
3. CHARGES AND PAYMENTS
3.1.Client agrees to pay for the AdminHR service according to Schedule A
attached hereto.
3.2.Service fees may be renegotiated at the beginning of each plan year of
service.
4. CLIENT'S OBLIGATIONS.
4.1.Client acknowledges and agrees that Client shall be responsible for the
accuracy of all data and information, provided by Client, to AdminHR.
4.2.Client agrees that Client owns, or has authority over, all data and
information, including confidential information provided by Client to
AdminHR, and that Client has the rights to such data to authorize AdminHR
to use such data to fulfill its contractual obligations.
4.3.Client agrees to provide AdminHR any and all information that AdminHR
requires to fulfill its contractual obligations.
4.4.Client agrees to make available, or put AdminHR in contact with, any third
party as is necessary for AdminHR to fulfill its contractual obligations.
4.5.Client represents and warrants that it has full power and authority under all
relevant laws and regulations to the Content posted by Client or provided to
AdminHR to be posted on behalf of the Client and that the Content posted
does not infringe the rights of any third party.
4.6.World Wide Web access is required In order to use the Software or Services.
Client is responsible for obtaining and maintaining all telephone, computer
hardware and other equipment needed for its access to and use of the
Software and Services. Client shall be responsible for all charges related
thereto.
S. PROPRIETARY RIGHTS.
AOMINHR SERVICE AGREEMENT- PAGE 2 OF 9
5.1.Software License. AdminHR hereby grants Client a non-exclusive, non-
transferable license to use the Software in object code form only on a server
controlled by AdminHR for the sole purpose of managing Elections and
managing Content on such server. Client is not being granted any right to
copy the Software or to use it on computers other than a server controlled by
AdmInHR. Client may not use Web pages or parts of Web pages generated by
means of the Software, other than content that originates from and Is
associated with Client, on any server other than the servers controlled by
AdminHR without AdminHR's express written agreement. Client also
acknowledges and agrees that the Software is intended for access and use by
means of web browsing software, and that AdminHR does not commit to
support any particular browsing platform. AdminHR reserves the right at any
time to revise and modify the Software, release subsequent versions thereof
and to alter features, specifications, capabilities, functions, and other
characteristics of the Software. Unless explicitly stated otherwise, such
modifications shall be subject to the Terms of this Agreement.
5.2.Client Property. Client agrees that by using the Service, Client grants
AdminHR the right to maintain Client's Content on AdminHR servers, to
authorize the downloading and printing of such material, or any portion
thereof, by any User with the appropriate credentials.
5.3.Unauthorized Access. Client shall not attempt to gain unauthorized access to
any servers controlled by AdminHR.
5.4.Client shall not translate, emulate, or clone the Software, in whole or in part.
Client shall not attempt to reverse engineer or otherwise attempt to discover
the source code of the Software.
6. SECURE TRANSACTIONS.
6.1.AdminHR has implemented and will maintain security systems for the
transmission of Client's Transactions, consisting of encryption and "firewall"
technologies that are understood in the industry to provide adequate security
for the transmission of such information over the Internet. AdminHR does not
guarantee the security of the Services or Transaction data, and AdminHR will
not be responsible in the event of any infiltration of its security systems,
provided that AdminHR has used commercially reasonable efforts to prevent
any such infiltration. Client further acknowledges and agrees that AdminHR Is
not responsible for the security of Transaction data or any other information
stored on Client's servers, User's computers or any other party's servers
(other than subcontractors of AdminHR storing information on behalf of
AdminHR, solely to the extent AdminHR is liable for its own actions
hereunder).
7. AVAILABILITY OF SOFTWARE, SERVICE OR WEBSITE.
7.1.The Internet is a massive network of independent networks, a networking
infrastructure. It connects millions of computers together globally, forming a
network in which any computer can communicate with any other computer
as long as they are both connected to the Internet. The Internet is
decentralized by design. Each Internet computer, called a host, is
independently owned, managed and supported. The Internet being of such
ADMINHR SERVICE AGREEMENT- PAGE 3 OF 9
design implies that failure anywhere in this networking infrastructure can
result in the unavailability of the AdminHR Website, Software, or Service.
Since such networking infrastructure is outside of the control of AdminHR,
AdminHR cannot guarantee the availability of the AdminHR Website,
Software or Service.
7.2.AdminHR has implemented and will maintain redundancy and failover
mechanisms, for its own servers and networks, so to ensure the AdminHR
network is available on the Internet.
7.3.Scheduled Weg!k]V Maintenance. AdminHR may perform scheduled
maintenance every Saturday between the hours of lam and 4am PST. During
those hours, Software, Services and Website may not be available.
7.4.Scheduled Monthly Maintenance. AdminHR may perform scheduled
maintenance every 3'6 Friday of the Month between the hours of 9pm PST
and Saturday lam PST. During those hours, Software, Services and Website
may not be available.
7.5.Unscheduled Maintenance. There may be occasions when AdminHR must
perform unscheduled maintenance to ensure continued availability of
Software, Services, and Website. AdminHR may do so at its own discretion.
During such unscheduled maintenance, Software, Services and Website may
not be available.
7.6.Softw_are_upgrades. Periodically AdminHR may release new functionality and
upgrade the Software, In the event that such upgrades cannot be performed
during the maintenance time periods, Client shall be notified by electronic
mail (email).
S. SUPPORT.
8.1.Client can obtain assistance with any technical difficulty that may arise in
connection with Client's utilization of the Software or Service by requesting
assistance by email to support@adminhr.com, or by contacting AdminHR
during business hours.
9. NON DISCLOSURE / CONFIDENTIALITY.
9.1.AdminHR acknowledges that Client shall provide AdminHR with nonpublic
personal information concerning Client's Employees, which information shall
include, without limitation, nonpublic personal financial information and
nonpublic health information. Also, Client acknowledges that AdminHR may
collect additional nonpublic personal information about Client's Employees.
Such nonpublic information is confidential Information ("Confidential
Information"),
9.2.AdminHR agrees to maintain the confidentiality of the Confidential
Information, except as permitted by this Agreement,
9.3.Client agrees that Confidential Information may be used by AdminHR or its
Representatives in any matter as AdminHR sees fit to fulfill AdminHR's
contractual obligations to Client.
ADMINHR SERVICE AGREEMENT- PAGE 4 OF 9
9.4.Client agrees that such Confidential Information may be persisted or stored
on, including, but not limited to, AdminHR servers, and any other media, as
AdminHR sees fit.
9.5.Client authorizes AdminHR to communicate, transmit, print, in writing or
orally any information and any data, including Confidential Information, to
the extent necessary to fulfill AdminHR's Contractual obligations, as
contracted by Client.
9.6.Client acknowledges that AdminHR can only be responsible for Client's data
and Confidential Information while such information is under the control of
AdminHR. Client agrees that AdminHR is not responsible for any data,
including Confidential Information, as soon as such data leaves the control of
AdminHR. This includes the electronic transmittal, or any other method of
communicating the data, to any third party as designated by Client. Client
agrees that the method of communication will be forced upon AdminHR by
such third party, and that AdminHR cannot guarantee the security of any
data while data is it transit or after such data is received by third party.
10.TERMINATION.
10.1.Term. This Agreement will commence on the Effective Date and will
continue for the duration that Client uses the AdminHR Services or has
contracted AdminHR for services, unless terminated earlier or suspended
according to the provisions of this Agreement.
10.2.Deletion of Information. Upon termination, AdminHR reserves the right to
delete from its servers any and all information contained in Client's account,
including but not limited to any data Client has provided to AdminHR, any
data that client may have uploaded to AdminHR Servers, any data that
AdminHR may have prepared for third parties or Client, any historical data
that AdminHR may be storing for Client, Elections, Content and any Web
pages generated by the Software.
10.3.Archive of Information. Upon termination, Client agrees that AdminHR may
archive or continue to store any data, and any information, including
Confidential Information, for a minimum of one (1) year. Such data will be
kept confidential, as per Section 8, and shall only be used for auditing
purposes or any claims.
10.4.Effect of Termination, Upon the expiration or termination of this Agreement
for any reason, Client's rights to use the Services, and any other rights
granted hereunder shall immediately cease; and each party will be released
from all obligations and liabilities to the other occurring or arising after the
date of such termination, except that any termination of this Agreement will
not relieve AdmmHR or Client from any liability arising prior to the
termination of this Agreement. Client's obligations to pay accrued fees
through the effective date of termination will survive any termination of this
Agreement.
10.5.Survival. Notwithstanding Section 9, the provisions of Section 4 (Proprietary
Rights), Section 9 (Term and Termination), Section 10 (Indemnity), Section
11 (Disclaimer of Warranties and Liabilities), and Section 16 (Miscellaneous
Terms) of this Agreement shall survive any termination of the Agreement.
ADMINHR SERVICE AGREEMENT- PAGE 5 OF 9
11.INDEMNITY.
11.1.Client agrees to indemnify and hold harmless AdminHR, and its parents,
subsidiaries, affiliates, officers, directors, shareholders, employees and
agents, from any claim or demand, including reasonable attorneys fees,
made by any third party due to or arising out of Client's use of the Software
or Service, any alleged violation of the Agreement, or any alleged violation of
any rights of another, including but not limited to Client's use of any content,
trademarks, service marks, trade names, copyrighted or patented material,
or other intellectual property used in connection with Client's Account.
12.13ISCLAIMER OF WARRANTIES AND LIABILITIES.
12.1.THE SERVICE AND SOFTWARE ARE PROVIDED ON AN "AS IS" AND "AS
AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS
OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF FITNESS
FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. NEITHER THIS
AGREEMENT OR ANY DOCUMENTATION FURNISHED UNDER IT IS INTENDED
TO EXPRESS OR IMPLY ANY WARRANTY THAT THE SERVICES WILL BE
UNINTERRUPTED, TIMELY OR ERROR-FREE OR THAT THE SOFTWARE WILL
PROVIDE UNINTERRUPTED, TIMELY OR ERROR FREE SERVICE. ADMINHR,
AND ITS PARENTS, SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS,
SHAREHOLDERS, EMPLOYEES AND AGENTS, SHALL NOT BE LIABLE, UNDER
ANY CIRCUMSTANCES OR LEGAL THEORIES WHATSOEVER, FOR ANY LOSS
OF BUSINESS, PROFITS OR GOODWILL, LOSS OF USE OR DATA,
INTERRUPTION OF BUSINESS, OR FOR ANY INDIRECT, SPECIAL,
INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER, EVEN IF
ADMINHR IS AWARE OF THE RISK OF SUCH DAMAGES, THAT RESULT IN ANY
WAY FROM CLIENT'S USE OR INABILITY TO USE THE SERVICES OR THE
SOFTWARE, OR THAT RESULT FROM ERRORS, DEFECTS, OMISSIONS,
DELAYS IN OPERATION OR TRANSMISSION, OR ANY OTHER FAILURE OF
PERFORMANCE OF THE SERVICES OR THE SOFTWARE. ADMINHR'S
LIABILITY TO CLIENT SHALL NOT, FOR ANY REASON, EXCEED THE
AGGREGATE FEES PAID BY CLIENT TO ADMINHR DURING THE TWELVE (12)
MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT WHICH GAVE RISE
TO THE CLAIM FOR DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE
EXCLUSION OF CERTAIN WARRANTIES OR LIABILITIES, SO SOME OF THE
ABOVE EXCLUSIONS MAY NOT APPLY TO THE CLIENT.
13-.NOTICES.
13.1.Client hereby expressly agrees that AdminHR may provide notices relating
to the Agreement via electronic means- Except as otherwise provided for in
the Agreement, any notice, demand, or request with respect to this
Agreement shall be in writing and shall be effective on the date received only
if it is sent by a courier service that confirms delivery in writing, or if sent by
certified or registered mail, postage prepaid, return receipt requested,
addressed to the addresses specified below. If to AdminHR, such notices shall
be addressed to AdminHR Inc„ 2323 Amherst Ave, Los Angeles, CA 90064,
USA. If to Client, such notices shall be addressed to the address provided by
Client during its enrollment for services, or such other address as either
party may give the other by notice as provided above.
14.MISCELLANEOUS TERMS.
ADMINHR SERVICE AGREEMENT- PAGE 6 OF 9
14.1.Force Majeure. Neither party shall be liable to the other for any delay or
failure in performance under the Agreement resulting directly or indirectly
from acts of nature or causes beyond its reasonable control.
14.2.Governing Law and Jurisdiction. This Agreement and the relationship
between Client and AdminHR will be governed by and construed in
accordance with the laws of the State of California without reference to its
conflicts of laws principles, Each party consents to the exclusive venue and
jurisdiction of the appropriate courts in Los Angeles County for any dispute
under this Agreement.
14.3.AdminHR's failure to exercise or enforce any right or provision of the
Agreement shall not constitute a waiver of such right or provision.
14.4.Severability. In the event that any provision of this Agreement is
unenforceable or invalid such unenforceability or invalidity will not render this
Agreement unenforceable or-invalid as a whole, and in such event, such
provision will be changed and interpreted so as to best accomplish the
objectives of such unenforceable or invalid provision within the limits of
applicable law or applicable court decisions.
14.5.Cooperation. The parties agree to perform any and all acts and to execute
and deliver any and all documents necessary or convenient to carry out the
terms of this Agreement.
14.6,No Assignment. Client agrees not to resell or assign or otherwise transfer its
rights or obligations under the Agreement without the express written
authorization of AdminHR, except for in the event that the ownership of
Client's company is transferred to other companies through acquisition, this
Agreement transfers to the new legal entity.
14.7.Third Party Beneficiaries. No term or provision of this Agreement is intended
to be, or will be, for the benefit of any person, firm, organization or
corporation not a party hereto, and no such other person, firm, organization
or corporation will have any right or cause of action hereunder.
14.8.Client agrees that regardless of any statute or law to the contrary, any
claim or cause of action arising out of or related to use of the Service or the
Agreement must be filed within one (1) year after such claim or cause of
- --- - ro - - - - -
- ----"- actidharose, or be forever barred.
14.9.Paragraph Headings. The section titles and paragraph headings of this
Agreement are included for purposes of convenience only, and will not affect
the construction or interpretation of any of Its provisions.
14.10. Capitalized Terms. Except as otherwise expressly provided herein, all
capitalized terms defined in this Agreement will have the meaning ascribed to
them herein.
14.11. Gender and Number. Whenever required by the context, the singular will
include the plural, the plural will include the singular, and the masculine
gender will include the neuter and feminine genders and vice versa.
15.11VIODIFICATIONS OR WAIVERS.
ADMINHR SERVICE AGREEMENT- PAGE 7 OF 9
15.1.Must Be Written. Except as otherwise provided for herein, any waiver,
modification, or amendment of any provision of this Agreement will be
effective only if in writing and duly executed by the parties.
15.2.No Use As Evidence. One or more waivers or modifications of any covenant,
term or condition in this Agreement by any party will not be construed by
any other party as a waiver or modification applicable to any subsequent
breach of the same covenant, term or condition. Evidence of any such waiver
or modification may not be offered or received in evidence in any proceeding,
arbitration, or litigation between the parties arising out Of or affecting this
Agreement, or a party's rights or obligations under it. This limitation does not
apply if the waiver or modification is in writing and duly executed as provided
above.
16.COU NTERPARTS.
16.1.This Agreement may be executed in several counterparts, each-of which so
executed will be deemed to be an original, but such counterparts will
together constitute and be one and the same instrument.
17. ENTIRE AGREEMENT
17.1.The terms in this Agreement constitute the entire agreement between the
parties with respect to the subject matter hereof and supersedes all prior or
simultaneous agreements or terms, whether written or oral, negotiations,
representations, writings and all other communications between the parties.
IN WITNESS WHEREOF, the parties have executed and delivered this Agreement as
of the date first written above.
ADMINHRINCORPORATED
Name: ft�tct,z C ei1 sS rP/
------ - — `Title:----rk-eS,o�2l- a`r -
CLIENT, CITY OF PALM SPRINGS
Name:
Title:
G ADMINHR SERVICE AGREEMENT- PAGE 8 OF 9
J
SCHEDULE A
CHARGES AND PAYMENTS
Online benefits enrollment configuration and ongoing support
SetUp...........................................................................................Waived
PEPM.............................................................................................$1.79
Monthly charge ($1,79 x 465)...........................................................$832.35
Total charges for 12 month period (based on 465 employees)......$9988.20
Contract term is from 10/1/2005 through 9/30/2007. Billing will commence on
10/1/2006.
ADMINHRINCORPORATED—,—
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By: 7rt2�7 L
Name: Mck C Al,55cl Pv'
Title: FPS S/� f✓
CLIENT, CITY OF PALM SPRINGS
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Name:
Title: _ __��✓'��C
ADMINIIR SERVICE AGREEMENT- PAGE 9 OF 9