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HomeMy WebLinkAbout19-216 - Everything Benefits, Inc - Employee Self-Service Benefits PortalCity of Tukwila 6200 Southcenter B©ullevant( Tukwolla VWA 98188 Agreement (Number: 19-216(a) Council Approval N/A CONTRACT FOR SERVICES Amendment #1 Between the City of Tukwila and EverythingBenefits, Inc. That portion of Contract No. 19-216 between the City of Tukwila and EverythingBenefits, Inc., is hereby amended as follows: Section 2: Com sensation and Method of Pa ment. The City shall pay the Contractor for services rendered according to the rate and method set forth on Exhibit B attached hereto and incorporated herein by this reference. The total amount to be paid shall not exceed $15,960 per annual contract term, with the exception of the one-time implementation fee in the amount of $4,000 paid at the outset of the agreement." Section 4: Duration of A»reement, This Agreement shall be in full force and effect for a period commencing 11-26-2019 and ending December 31, 2021, unless sooner terminated under the provisions hereinafter specified. All other provisions of the contract shall remain in full force and effect. Dated this 22nd day of December CITY OF TUKWILA Allan Ekberg, Mayor 12/30/2020 CONTRACTOR 20 20 Printed Name: Rachel Lyub vi y ATTEST/AUTHENTICATED APPROVED AS TO FORM < 677(eth&tr—J Christy O'Flaherty, City Clerk Er:W327U58.13f}C'", Jo 3o75.00000o! c rr g5erwe - Key: t7aa3ed214,9412e1co13a7a71,,Eild Office of the City Attorney 1/1 CA Reviewed May 2020 EXHIBIT B Issued To: Cityof Tukwila Date: November22 12019 Item Product Employees Term (MO) PEPM Net Price [luta} Net Price (Annual) Software Service 1 Enrollment Self Service) Carrier Connection 350 12 53.00 51,050 512,600 3 Financial Integrations 350 12 50.20 570 $840 5 COBRA Administration 350 12 50.60 5210 52,520 Implementation Services 1 Enrollment Sell Service NIA One Time 5500 2 Carrier Connectivity NIA One Time 52,000 3 Financial integrations N/A One Time 51,000 5 COBRA Administration N/A One Time 5500 Notes/Additional Terms: * Discounted Pricing Contingent on a November, 2019 Sign Date -PEPM Billing Delayed 3 Months for annual Payment -Carrier Connectivity Covering 6 Carriers Software 515.960 Implementation 54,000 Shipping & Handling 50.00 Total Cost 519,960 -Financial Integrations Covering 2 Carriers This proposal and quote form is governed by the terms of the EverythingBenefits Diaster SO/COI ion AnrePmert unless (i) Customer has a written Master Subscription Agreement executed by EverythingBenetiis for such Services as referenced in the Documentation, In which case such written Master Subscription Agreement will govern or (ii) otherwise set forth herein. If you have any questions concerning this quote, please contact your Account Executive Christopher Edie christooher.edlerWevervtbjngiRn jos,corn 800,689-35681 www.everythingbenefits.com 3 City of Tukwila 6200 Southcenter Boulevard, Tukwila WA 98188 CONTRACT FOR SERVICES Contract Number: 19-216 Council Approval N/A This Agreement is entered into by and between the City of Tukwila, Washington, a non -charter optional municipal code city hereinafter referred to as "the City," and Everything Benefits, Incjiereinafter referred to as "the Contractor," whose principal office is located at 1253 Springfield Ave. New Providence NJ1 01 crlt-1 3 WHEREAS, the City has determined the need to have certain services performed for its citizens but does not have the manpower or expertise to perform such services; and WHEREAS, the City desires to have the Contractor perform such services pursuant to certain terms and conditions; now, therefore, IN CONSIDERATION OF the mutual benefits and conditions hereinafter contained, the parties hereto agree as follows: 1. Scope and Schedule of Services to be Performed by Contractor. The Contractor shall perform those services described on Exhibit A attached hereto and incorporated herein by this reference as if fully set forth. In performing such services, the Contractor shall at all times comply with all Federal, State, and local statutes, rules and ordinances applicable to the performance of such services and the handling of any funds used in connection therewith. The Contractor shall request and obtain prior written approval from the City if the scope or schedule is to be modified in any way. 2. Compensation and Method of Payment. The City shall pay the Contractor for services rendered according to the rate and method set forth on Exhibit B attached hereto and incorporated herein by this reference. The total amount to be paid shall not exceed $19,960.00 3. Contractor Budget. The Contractor shall apply the funds received under this Agreement within the maximum limits set forth in this Agreement. The Contractor shall request prior approval from the City whenever the Contractor desires to amend its budget in any way. 4. Duration of Agreement. This Agreement shall be in full force and effect for a period commencing November 26, _?9_114, and ending December 31 , 2020 , unless sooner terminated under the provisions hereinafter specified. 5. Independent Contractor. Contractor and City agree that Contractor is an independent contractor with respect to the services provided pursuant to this Agreement. Nothing in this Agreement shall be considered to create the relationship of employer and employee between the parties hereto. Neither Contractor nor any employee of Contractor shall be entitled to any benefits accorded City employees by virtue of the services provided under this Agreement. The City shall not be responsible for withholding or otherwise deducting federal income tax or social security or contributing to the State Industrial Insurance Program, or otherwise assuming the duties of an employer with respect to the Contractor, or any employee of the Contractor. CA Revised December 2016 \ct oJ L Ong to cd s Page 1 of 4 6. Indemnification. The Contractor shall defend, indemnify and hOld the Public EntitY, its officers, officials, employees and volunteers harmless from anYand'all clairns, injuries, damages, losses or suits including attorney fees, arising out of or In connection Withthe performance ofthis Agreement, • except for injuries and damages caused by the sole negligence of the Public Entity. Should a court of competent jurisdiction •determine that this Agreement is subject to RCW 4,24,115, then, in the event of liability for damages arising out of bodily Injury to persons or damages to property 'caused by or resulting from the concurrent negligence of :the. Contractor and the Public Entity, its officers, :officials, employees, and volunteers, the CdnttaCtors liability hereunder shall 'be only to the extent Of the Contractor's negligence. It is further specifically. and expressly understood that the indemnification provided herein constitutes the Contractor's waiver of immunfty under Industrial Insurance, Title 51 RCVV_ , solely for the purpOteS of this; inciernnificatiOn. This waiver has been mutually negotiated by the parfies. The provisions of this :8 ectionshall survive the expiration or termination of this Agreement. 7. Insurance, The Contractor Shell procure and maintain for the 0:Rath:in of the Agreetrierit, insurance against clairnt for injuries to persons or damage to property Which may arise from or in connection with the performance of the work hereunder by the Contractor, their agents, representatives, employees or subcontractors. For the avoidance. of doubt, in no event will Contractors aggregate cumulative liability for any claims arising out of or related to the services provided to Public: Entity exceed the amount Public Entity actually paid .Contractor in connection with such services for the 12 months prior to any such claim arising. A. Minimum Scope of Insurance. Contractor shall obtain insUrance ofthe types and witt) the limits described below: 1. Automobile Liability insurance with a minimum combined single limit for bodily injury and property damage of 61,000,000 per accident. Automobile liability insurance shall cover alt owned, non -owned, hired and leased Yehicips Coverage Shall. be written on Insurance Services Office (ISO) form CA 00 01 or a substitute form providing equivalent liability coverage. If necessary, the policy Shall be endorsed to provide contractual liability coverage. 2. Commercial General Liability insurance 'with limits no lesS than $1,000,900 each occurrence; $2,000,000 general aggregate and $2;000,009, products -completed Oherationeaggregate limit. Commercial General Liabilityinsurance shall 1e as least.et..broad .as ISO occurrence form CG 00 01 and shall cover liability arising from prernises, Operation's; independent co ntractors,prodUcta-completedoperations,ratOp gap liability, personal Injury and advertising injury, and liability assumed under an insured dentradt. The Commercial General Liability insurance shall be endorsed to provide aper-pfbjeCt general aggregate liniitmaing.lSOfOrrn CG 25. 03 05 09 or an equivalent endorsement. There shall benOeXclUslon for liability arising from explosion,collapse or underground propertydarnage.. 3. Workers' Compensation coverage as required by:the-industrialInsurance laws. Ofthe State:of WaShington, CA RevlsedDeCatntiet 2010' Page 2�f4. -B, Other InsUrance Provision. The C,pritractOr'S Automobile Liability and Comniercial General Lfabllity Insurance policies are to contain, or be endorsed to contain that they shall be primary Insurance With respect to the city. Any insurance, self -Insurance, or insurance pool coverage Maintained by the City shall be excess of the Contractor's insurance and shall not contribute with It. C., Acceptability of Insurers: insurance is to be placed with Insurers with a current AM. Best rating,Of not'lesethari D. Verification of 'Coverage. Contractor shall furnish the City with original certificates and a copy of the -amendatory endorsements, Including but not necessarily limited to the additional insured endorsement, evidenCing the insurance requirements of the Contractor before commencement of the work, Upon request by the City, the Contractor shell furnish certified copies of all required Insurance OOlicles, including endorsements, required In this Agreement and evidence of all .subcontractors! coverage. E. SubcontraOtors. The Contractor shall have sole responsibility for determining the insurance coverage and limits required, if any, to be Obtained by subcontractorswhich determination shall be made in accordance with reasonable and prudent business practices. F. Notice OtCancellation. The Contractor shall provide the City and all Additional Insureds forthis work with written notice of any policy cancellation, within two business days of their receipt of such notice. G. Failure to Maintain Insurance. Failure on the part of the Contractor to maintain the Insurance as required shall constitute a material breach of contract, upon which the City may, after giving live business days notice to the Contractor to correct the breach, immediately terminate the contract Or, at its discretion, .procure or renew such insurance and .pay any and all premiums in connection therewith, With any sums • so expended to be repaid .to the City on demand, or at the sole:discretiOn of the bill', offset agalnSt funds due the Contractor from the City. .8. 'Record 'Keepirtg-antiRepOrting, A. The Contractor shall maintain accounts and records, including personnel, property. financial and programmatic records which sufficiently and properly retied all direct and indirect costs of any nature expended and services performed In the performance of this Agreement and other such records as' May be deemedneCessary by the City..to ensure the performance of this Agreement. B. These records shell be maintained for a periOd of seven. (7) years after termination hereof unless permission to destroy .them Is granted by the office Of the archivist in accordance With RCW Chapter 40.14- and by:the City. Audits and Inspections, The records and documents with respect to all matters covered by this Agreement shall be subject at all times to inspection, review or audit by law during the performance ofthis Agreement. 10::Terirdnation. ThIS Agreement may at any time be: terminated by the City giving to the Contractor thirty Op) days Written notice of the, City's Intention to terminate the same. Failure to provide .products on schedule may result In contract termination.: If the Contractor's insurance coverage Is -cancelad-for any reason, the City shall have the right to terminate this Agreement, immediately. 11 lcr1mInation Prahibited. The Consultant, with regard to the work performed by it under this 'Agreement, will not diSOdtrilnate on the grounds of race, religion, creed, color, national origin, age, veteran status ; orientatiOn, gender Identity,. marital Status; political affiliation, the preseriOe of any disability, or any other protected class status under state or federal taw, in the Selection and retention of employees or procurement of materials or supplies. CARevisedDecember2016 Page 3 of 4 12. Assignment and. Subcontract, The: Contractor may assign this. .Agreetrieht .10.010.01. the Written consent of the City in the event Contractor Selists business Or ail or substantially:4d Its assets and such assignee (i) expressly assumes' in writing all of Contractor's Obligations:under this Agreement and (ii) such assignee provides written notice to the City within 30 days of any such assignment. 13. Entire Agreement Modification, This Agreement,• together with attachments or addenda, represents the entire and integrated Agreement between the City and the :Contractor and supersedes all prior negotiations, representations, or agreements written Or oral. No amendment or modification of this Agreement shall be of any force or effect .unless it Is in Writing and Sighed by the. parties. 14. Severability and Survival, If any. term, t,Oridition or pf0ViSiOn ofthis: Agreement i.declared vaid or unenforceable or limited in its application Or effect, such event shall :not :0000 any other provisions hereof and all other provisions shall remain fully enforceable. The provisions of this Agreement, which by their sense and context are reasonably intended. to .survive the completion, expiration or cancellation of this Agreement, shall ,survive: termination offhis Agreement. 15. Notices. Notices to the city of Tukwila shell be Sent tO thefollOwitig address: City Clerk, City.ofTglgiVila 6200 Southcenter Blvd. Tukwila, Washington 98188 Notices to the Contractor shall be sentto the address proVided by the:ContraCtot upon the signature line belOW. 16. Arrolicable Law:. Venue: Attornev'S Fees, This Agreernent Shall be :governed by POI cOnstrued In accordance with the laws of :the State of Washington. In to event any Suit, arbittaticin, or other proceeding is instituted to enforce any term of this Agreement, the parties apedfiPally understand and agree that venue shall be properly laid in King County, Washington The prevailing party in any such action shall be entitled to its attorney's fees:and costs Of suit. AtikrtrY% ).. DATED this / day of r eg Ju9r(Padilla, HR Director CA Revised Decemb er2016 Printed Narneand Title: Matt 1114(4-1 54149 00'01 Address: 1253 Sorinafield AVe..Suite 350 New Providence.Nj 07974 Page 4 of 4 I--i;XHIBIT A Your Journey Begins Here! We view ourselves as a trusted partner and an extension of your organization. Please see the section below on what to expect once the proposal is signed. 1. Proposal Signed: Welcome to EverythingBenefits Family! 2. On -Boarding: our Implementation Team will reach out with on -boarding materials and will schedule your project kick-off call shortly. 3. Kick -Off Call: team introductions, project overview, and discussion of next steps. 4. OrderPiacement: after the kick-offcall, complete and returnyour New Client Order Forrn withthe information necessary to start the implementation process so our team can submit and process your order. s. HRIS Data Connection: our team will assist here as the flow of data from your HRIS system is necessary for us to begin ourwork. 6. Project Start: your group's dedicated Implementation Specialist will begin the setup of your selected products once your data connection from your HRIS system is live. 7. Collaboration: we will keep you in the loop throughout the project and may need your participation throughout your implementation, so keep an eye out for our communications! 8. Project Finish: our team will communicate when your product is ready to go live and set up any necessary training sessions. 9. On -Going: after your product(s) are live, we will continuously monitor for data changes through our integration with your HRIS system. You will always have access to dedicated members of our team who will touch base on a regular basis, ensuring everything continues to run smoothly . Additionally, our team is always on standby should your product(s) require ay additions or modifications, such as during Open Enrollment. Please find additional information on how our service organization works in the Service LevelAoreement` Congratulations, you are now ready to automate your benefits administration processes with EverythingBenefits! Signature Section This proposal and accompanying quote form is governed by the terms of the EverythingBenefits Master Subscription Acareement, unless (i) Customer has a written Master Subscription Agreement executed by EverythingBenefits for such Services as referenced in the Documentation, in which case such written Master Subscription Agreement will govern or (ii) otherwise set forth herein. Please review our Service Level Acareement, which references our service commitments. Authorized ClientContact's Name Title Signature Date Email address to issue invoice to 800-689-3568 1 www.everythingbenefits.com 5 MASTER SUBSCRIPTIONS AGREEMENT Welcome to Everything Benefits. Please read the termsarid conditiont ofithit. agreetnent (used herein or further referenced as the "Matter Service t Agreement", "IVISA"cr''Terrns") carefully as they are a legally binding agreement between you /.your company("You" or "Your") and EverythingBenefits ("EVerything.Benefitt",'WO", "Our"or "Us") These Terms govern Your use of the websites, applications, products and SerVices proVided.byUs (the "Service ") that link to or otherwise reference these Terms. PLEASE NOTE: By accessing the •driii.C'e - or executing any- Prciposal ae defined below - You agree to bebound hy.these.Terms. Your use of the Service is further governed pursuant to any other separately. Written understandings .(paper or electrOrilc) entered into betWean You and EverythingBenefits: relating to the specific products and services accessed or used leach a "Proposal"). The terms in any Proposal are automatically Incorporated ,by referenCe IMO these:Terins. A Use of the Service By. accessing the Service, You acknowledge You. are at least layears old and are authorized to do so on behalf of Your Company. You agree not to use the Service in a way that violates any laws, infringes on anyone's rights, is offensive; or interferes with the Service or other 's use of the Ser Vice. You are solely responsible for maintaining the confidentiality of Your username and password along with any data or other information You may download or otherwise extract from the Service. If You access the Service through an account assigned. to You byan adrrilnistratar or use the Service In conjunction with third party software You r access could be limited; disabled or term inated, and may be further subject to, and further restricted by, any such application program interfaces ("API") or other means of electronic data transfer methods to and from Your human resoUrces Or OthersyStein(S). :If You 'choose to make any of Your personal inforthation.or other content publicly availableto others within or through the Service You do so at Yourown risk. R Service Term, Termination, Audit Rights. and Suspension The initial term of Your use of the applicable Service shall be as setforth in each Proposal (the "Initial Terra). This Initial Term shall be automatically teneWed for successive one (1) year renewal terms (each a "Renewal Term ") unless, either party provides notice tope other of its intention not renew at least sixty (60) days prior to the end of the Initial Term or any applicable Renewal Term. The initial Term together with any Renewal Term(s) shell collectively be referred toes the 'Teeth!' After the Term, We reserve the right to increase prioes no more than once annually ata rate of four percent (4%) per annum orin accordance with any increase in the U.S.Consurner Pfi'(CPIKWhiCheVeris9reatr. We also have the.right to audit usage of the Service PO;MOre. than once quarterly If?obi- usage is to or greater than 110% of your!contracted „per user or peage.volurpecorin the. case an increase in billing has afteadY bedurredi..YoUr lett recorded per•Uterriktittige VOlUrne: We may invoice Yob for all 'excest.tftegeinthe same rnanner and intervals as specified in any Proposal related to the: applicable Service: Eitheepartji has the,right to terminate these Terrns if theother Party Materially breaches these Terms and such breach remains uncured for thirty (30) days from written notice. In theevent of any termination or expiration of these Terms, Sections C through J shall survive such expiration or tertnination �f these Tents. In the event of any termination or expiration of these Terms, Your obligation to protect Confidential Information (as defined below) and other Intellectual Property (as defined below) of EverythingBenefits and Our obligation to protect Your confidential Information shall remain in full force and effect. N_otWithitanding anything to the contrary in these Terms, We reserve the right tosuepend or 'terminate access and use of:the SerViCe, subject to Us pro viding written notice to You, should We detect Your use of the Service is (I) a source of maiware 9r othercomputer virus, (ii) presents a security risk for other users of the Service,. (iii) otherwise causes noticeable degradation of the Service, or (iv) is otherwise in breach of these Terms or any Proposal. In any such event both parties will use best efforts to prioritize:and resolve any such issues and restore access to the Service in a time is of :the essence manner as to mitigate any Impact such suspension may impose on You. C. Ownership of the Service. Marks and Other Intellectual Property 0ther thanthe rights,exp.repely granted to you, to use the. Service underany applicable Proposal; You agree that nothing contained inthese Terms or otherwise grants You any ownership, license and/or other rightsin Or to the Service or any invention, :enhancements, patent, :copyright trademark, or other intellectual property of EVerjithirigBeriefitt, Including: any work product You contributed to udder these Terms (collectively "Intellectual Propert" Ali such right, title and interest in and to all :Intellectual Property, Including such work prOdtitt, shall (as between the parties) remain with encitor upon creation be owned solely byEverythingEienefite. You will not Modify, :copy, reverseenginper,-decompile; create other works from, or disassemble the Service or aliyintelledtbal Property or Confidential Information of EverythingBenefits. You may not access or otherwfse utilize the Service, the Intellectual Property or the Confidential Informatien of EverythingBenefits in connection' with the development of a product or service competitive with the Servicewhether independently or in conjunction with a third party. You will. not provide access to the.Service to any third partie.s other than those acting on behalf of You for the purpose of implementing or supporting the Service, and which are bound by confidentiality provisions no less strict than those contained within these Terms. The EverythingBenefitslogo, and all other trademarks and:service marks used in connection with the Service are trademarks brand owned by EVerythingBenefits or EverythingBenefits' licensers. In the event:that You provide Us With any comments, suggestions or other feedback with respect to the 'Service or any component thereof (collectively, "Feedback"), EverythingBenefits and its successors, without any restrictions, have the right but not the Obligation, to use such Feedback In any way and any media, throughout the wbrid, We reserve the right.to reproduce, use, disclose, sell, resell, license, sublicense, transfer, modify, make available and distribute such Feedback. without any Obligation Or liabilityle•YOU. At .between You and EsterythihgadnefitS, EverythingBenefite,shall own anything We or Our 604,00 providers develop based on any Feedback, including, without limitatipp, any modifications or enhancements to the Service. You shall not indlUde any third par Y intellectual property:or ddriteritin Feedback. Unless otherwise stated in writing, We will not Openly•Use Your name, company lege or other marks in Our marketing and sales material without first receiving Your written consent. D. Confidentiality Other than Our transmission of Confidential Information, to/from .third party 'benefit carriers, brokers, or other third parties in conjunction with providing the Service, both parties will only permit access to confidential Information to those of its employees, consultants, advisors, investors and other professionals having a need to knolivand who have signed confidentiality ag reemente or are Otherwise bourid by writtenconfidentiality obligations at least as restrictive as those contained herein. "Confidential Information" means all non-public materials and information provided or made available:byte disclosing party to the receiving party; including personal information, products, services, screen data, know-how, processes, sOftWareprogramSresearch, deiieloprhent, pricing and related discounting, financial inforriiation, usage data and:information regarding third party relationships. The obligation to protect Confidential Information shall terminate when the receiving party can document that such Confidential Information: (a) was in the public domain at the tittle it was communicated to the receiving party; (b) entered the public:domain subsequent to the time it was oornmunipatedAp thexpophiing party through no fault of the receiving party; (c), was in the receiving party's possession free of any obligation of confidentiality at the. tithe lives communicated to thoseceivingparty; .(0) was rightfully communicated to theseceiving party free of any obligation of .COnfidentiality.sUbteiqUent to the time it was comniunicate.dfto the receiving party, or (tj) Was developed:by employees or agents of the receiving party who had no access to any'Confidential Information communicated to the receiving party. Upon expiration or termination of these Terms as further specified in any Proposal; the receiving party, upon request of the disclosing party, shall promptly return to the discloaing party or certify the destruction of all documents, notes, software and Othertangible materials,Including all sensitive data, and :Otherit ieteriersineJeetifonid fOribit 0001116g the Confidential Information, and all copies; and derivatives thereof, subject to reasonable limitations specific to data archival outsidethe control of the receiVing party and any.data retention requirements Imposed on Eve.rythingBenefits as the provider of the SerVice. In the event of any such expiration or termination, Your obligations to. protect Confidential Information and Intellectual Property Of EverythingBetiefits, and Our ObligatiOnioprOteot Your Confidential Information , wdl remaip in full force pod 004 E Data Privacy We:wifluse.cornmerciaijy:reasonabe::eftorts, no less than.to the degree We protect Our Own date; to:Maintain tedUrity„ priVacy„ and breach notification policies and procedures tiYensOrethe privacy, confidentiality, integrity, and protection of Your data from unatithoriZedacceSS in connection withlhe prOvitiOn Of the-Seniice.Your use and that of Your other authorized Users, Otto Service is also subject to the terms of Our Privacy Policy; the then 'current terms of which are incorporated by reference. Forthe avoidance Of doubt, We reserve the right to anonyrnized data:ft:KM:0 purpose of improving the$eryiceores,WeripernapproKete, irroureoiebLitteasonable discretion, to fUrther our b.tititieSs so long as such ationyrniZed usedoes not expose Confidential Information belonging to You, or uniquely identifies You or personally identifiable data of an individual. F. Disclairner of Warranties ALTHOUGHWE WILL USE COMMERCIALLY REASONABLE EFFORTS TO EXERCISE STANDARD PRACTICES TO. ENSURE HIPAA COMPLIANCE (TO THE EXTENT APPLICABLE) AND TO CORRECT REPORTED ISSUES WITH THE SERVICE WITHIN GENERALLY INDUSTRY STANDARDS, THE SERVICE IS PROVIDED ON AN "AS IS"..BASIS..NO ORAL OR WRITTEN ADVICE OR.CONSULTATION7GIVEN.BY US, OUR AGENTS, OR EMPLOYEES WILL IN ANY wAr GIVE RISE TO A REPRESENTATION :AND/OR WARRANTY. WE ARE A TECHNOLOGY PLATFORM PROVIDER AND MAKE NO REPRESENTATIONS AND/ORWARRANTIESWITH.RESPECT TO, AND HAVE NO RESPONSIBILITY OR LIABILITY IN CONNECTION WITH , THE OPERATION, PERFORMANCE OR SUITABILITY OF, ANY THIRD PARTY BENEFIT OR INSURANCE PRODUCT OR SERVICE AVAILALE FOR ENROLLMENT,:REGISTRATIO N, USE OR CONNECTION THROUGH THE SERVICE: WE ARE NOT RESPONSIBLE FOR ACCURACY 'OF THE DATA COMMUNICATED ..YOU FURTHER RECOGNIZE THAT IN THE DELIVERY OF TI-JESERVIOE WE MAY WORK WITH THIRD PARTY PROVIDERS AND CANNOT BE AND ARENDT LIABLE FOR ISSUES;ACTIONS AND/OR OMISSIONS ON THEIR PART. .SOME JURISDICTIONS PROVIDE FOR CERTAIN REPRESENTATIONS AND / OR 'WARRANTIES; LIKE THE IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A 'PARTICULAR PURPOSE,AND NON -INFRINGEMENT. TO THE EXTENT .PERMITTED BY LAW WE EXCLUDE AND DISCLAIM ANY AND ALL REPRESENTATIONS AND/OR WARRANTIES, INCLUDINGSTATUTORY REPRESENTATIONS AND WARRANTIES AND IMPLIED REPRESENTATIONS AND WARRANTIES INCLUDING THE WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON - INFRINGEMENT. G. Limited Liability EVERYTHINGBEN.EFITS AND ITSAFFILIATE. CONTRACTOR% MEMIOS, MANAGERS, DIRECTORS, OFFICERS, ADVISORS, EMPLOYEES,,AGENTSAND LICENSORS .SHALL NOT BE LIABLE FOR LOSS OF USE, LOST PROFIT, LOSS OF REVENUE, COST TO COVER, BUSINESS INTERRUPTION, GOODWILL, LOSS OF DATA, :OR .ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, SPECIAL, OR EXEMPLARY :DAMAGES ARISING.OUT OF :OR RELATED TO SERVICE OR THESE TERMS, HOWEVER CAUSED: AND REGARDLESS OF THE FORM &FACTION, WHETHER IN CONTRACT, TORT (INCLUDING. NEGLIGENCE) STRICT LIABILITY, OR OTHERWISE, EVEN 1F:SUCHPARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN,NO!EVENT WILL EVERYTHINGBENEFITS' AGGREGATE COMULATIVELIASILITY FOR ANY CLAIMS ARISING OUT OF OR RELATED TO YOUR USE OF THE SERVICE EXCEED THE AMOUNTYOU ACTUALLY PAID US IN 'CONNECTION WITH SUCH USE FOR THE 12 MONTHS PRIOR TO ANY SUCH CLAIRARISING.. FOR THE AVPIPANC OF DOUBT, THE PRIOR SENTENCE IS YOUR SOLEAND EXCLUSIVE REMEDY AND -YOU HEREBY WAIVE ANY OTHER DIRECT AND/OR INDIRECT REMEDY WHETHER AT LAW OR IN gOVITY. H. Notices YOU agree to receive cornrnunidations relatingto Your useof the SerVice eIectronically. We may communicate with YOU by emailor by posting notices within theSerVide, You agree that all agreements, notices, disclosures and other communications that are provided to You electronically satiSfy any legal requirement that such communications be in writing, All notices intended for receipt by You will be deemed delNered and effective when sentto the email address You provide Within:the Service. By creating an account, submitting information or otherwise providing Us with Your email address, postal address or phone number, You are agreeing that We or Our agents may contact You at that address or number h a manner cOrisistent vvith our Privacy POlIcY. I. Indemnification We agree to indemnitR defend and hold'You harmless 'from and againStenY third party clainis,actions,oroce_edirigs, Idst,eXpenSeSPrdatriegSs, including reasonable attorn ey'S fees, (collectively, "Damages") ar(sing out of or otherwise incurred by you ass result of the Service infringing ori any third party intellectual property eights: We Will not Indemnify You in the event the alleged or actual infringement arises from (a) Your use of the Service in combination with products, .serviCes, content, information or data not furnished by Us, :(b) Your itodifitetion of the:..Servicei or .(c) Your use Of te Service outside the scope of or otherwise in breach of these TerMs. In .the event that Your use of the Service becomes, or we determine the Serviceis likely to f:seCorne, subject to such an infringement action, We may (i) procure for•You the fight to .contInue using the Service; 0).:replaCe ormOciify the Service so that petiOrmssubstantially•equivalent functions without or the aboyeoptiOns are not reasonably .available tsti-US, We may terminate theseTeretisehd We will refund You pro -rated recurring fees based on the length of the Term remaining for the applicable SetVice. THIS PARAGRAPH IS alja;lP.1-IPLaECTION:GARP la'THE ENTIRE OBLIGATION OF EVERYTHINGBENEFITS'AND ITS SUPPLIERS TO YOU REGARDING ANY CLAIM OF INFRiNGEMENTWiTHRESFiECtTOTHESERVICEANDANYOTHER INTELLECTUAL PROPERTY k101 -11-a, You acknowledge and agree that You are solely responsible for YOUt own Use of the SerVibe.,Accordirigly,.YciU agree to inderrinifyi defend and hold harmless .EvetythingBenefits from and against any Damages arising out of or otherwise incurred by Uses a result of Your or Your authorized users' breach of these Terms. Each indetnhified party hereunder shall provide the ihdethrlifying party prompt notice of any applicable claim and shall reasonably cooperate in the defense upon request, at the indemnifying party's expense. J. Miscellaneous Provisions 'We may modify or change. these Terms or the Service at any time, for any reason, with ot without notice, so long as.such Modification or change :doesn't materially impact Your rights .under these Terms or Your ability to use the Service as further described in any Proposal. By continuing to use the Service after these Terms or the Service have Changed, You indicate Your acceptance. If You do not comply with the Terms, and We don't take action right away this doesn't mean We are giving up any rights that we may have in the future.: You agree to. pay .any and all applicable use taxes, customs, withholding taxes, duties, assessments and other governmental impositions resulting from using the Service. From lirhe7 to -time, You may access products or services as part of the Service that are subject to additional terms that are referenced in the applicable Proposal, supplemental agreement and/ordirectly within the applicable website(s)/application(s). Such additional terms are incorporated into these Terms by reference. In the event of any conflict between such product or service specificterms and these Terms, the specific tents shall goVern solelymilth respebt to the applicable products or services being accessedae part of the Service: These Terms are governed by and construed In accordance with the laws of the state of Delaware, without regard to its conflict of laws rules. You expressly agree that the exclusive jurisdiction for any claim or dispute under these Terms and Your use of the Service resides in the courts located in Union County, New Jersey, and You further expressly agree to submit to the personal jurisdiction of such courts for the purpose of litigating any such claim or action . You further agree and hereby do waive any right to trial by jury. Both parties hereby agree that a breach of these Terms will cause the other party ("Affected Party") irreparable damage for which recovery of damages would be inadequate, and that the Affected Party shall therefore be entitled to seek timely Injunctive relief under these Terms, as well as such further relief as may be granted by a court of competent.jurisdiction, If it turns opt that a particular provision of :these:. Terms is not enforceable, that will not affect any other provision:: You may not assign or transfer any rights or ..obligations under these Terms without the prior°written consent of EverythingBenefits',. except in the event of the :sale, of Your' business or:all:'or substantially all of its assets and.such assignee (i) expressly. assumes in writing.all,of Your obligations under these Terms and:(ii) such assignee provides: written notice to.;Us :within 3O days::of any such assignment. These Terms, and EverythingBenefits rights under these Terms, may be assigned by EverythingBenefits without condition. These Terms do not create a franchise, oint venture, :agency, ._ partnership, cy., uciary'.or employmentrelationship between the parties, Each party will be. solely:respbnsible for payment ofall compensation owed to its employees, as well:;as all employment-related taxes. You do not have and are not entitled. to, grant any third partybeneficiaries rights°to third: 119503324.2 parties. Service We use commercially reasonable efforts to ensure access to our -Online application twenty-four hours a day, seven days e week, subjectto scheduled maintenance and events beyond our reasonable control, ihdluding interruption in any third party software or services or failure for such third party providers to perform, ▪ Service availablflty includes the application, data transfer, and validation. • Preventative Maintenance is scheduled during Off peak bUSihess hOurs. • ;fend when known downtime is to occur, such information is shared at least seven (7) days in advante to aVoldor Otherwite minirnize-servide availability issues. • Guaranteed service availability for services is ninety-nine point five percent (99.5%) average Monthly uptime. Downtirrie is rneasured by our internal system monitoring tools and third party reporting tools based on the 001 number of minutes in a calendar month that the application, data transfer and validation Were available divided by the total number of minutes in that calendar month expressed as a percentage. Exclusions: Downtime does hotinclude, •WithOutlithitation, instanceawhere the applidation, data transfer and/or validation were. unavailable as a resultofone or more of the following reasons. 1. Periods of scheduled or preventative Maintenance 2. Mt s of God, strikes, lodkOuts, labor restrictions by any governmenthl authority, civil riot, floods, and any other cause that, in each case, is not reasonably within the control of us and which by the exercise 0 reesonable diligehce by our team was unable, wholly or in part, to prevent or overcome. 3.. Failure of network connections oftelecommunication employed by others, or impacts by a regional or wide -Spread internet outage, which cause inability to reach the application, or otherwise affect data transfer or validation. 4. Any thiamin name system (DNS), or outages, including malicious attacks, distributed denial of service attacks (DDOS), DNS propagation issues and expirations elsewhere on the intemet that could not havereasonably been prevented by us using commercially reasonable measures generally ehipioyed by electronic data interchange services. Severity Levels The Severity Level for any given error or defect will be reasonably determined by us in accordance vvith the following definitions: • High: Produces an emergency situation in which the application is entirely inoperable, or a critical function of data transfer or validation is inoperative, causing a major impact on your business operations. • Medium: Produces a non-tritical situatiOnin Whibh.the application prOdUCesinborrectrestiltS br a feature of the application, data transfer or Validation is Inoperative, causing:a minorirspactpn your business operatiOns or thereare 'postible:WorkarOundsot alternatiVeniethOdS tocontinue business operations. Low: General ..q0eStiOnS .and/Or inquiries caUting. IittIe or no impact on yOUrbtisitiettibperatibriS. Customer Support Our technical support staff is available 8:30-a.m. through 5:30 p.m..US Eastern Standard Time during business days. Our support response objectives arewithin: two (2) business days for inquiries with. Low severity levels; one (1) day for inquiries with Medium severity levels; and four (4) hours for High severity level inquiries. Response times exclude any period of time, where we arewaiting for informatierifrOMPUi benefits' carrier(s) or other:applicable third parties, you or a third party is further debugging,a problem, or confirmation that an issue has been resolVed. Response foes do not Infer resolution: Additional fees may apply for managed services, changerhatiagement custom development, and learning management. Please:refer to your agreement or account manager foradditional information. Compliance & Security We are committed to enforcing compliance to the Health Insurance Portability -and Accountability Act (HIPAA) through the enforbement of stringent privacy and security policies,.• procedures and internal controls. We consistently meet or exceed expected HIPM standards. Please visit our jnfrastrUbture page for more information. Questions.? New Orders: 800-689-3568 option 1, orderseevervthinabenefits.com Customer Support 800-689-3568, option 2, feedbabkOeverythinabenefits.com Billing: 800-689-3568, option 5, orders(Mevervthiriabenefits.corn Emergency: 800-689-3568, option SOS: (767), 9116evervthinobenefits.com We believe that technology should make life simpler, mire rewardinO, andmOre enjoyable. Software should conform to the business and its needs, not the other way around. EXHIBIT B Issued To: Cityof Tukwila Date: November 22 2019 Item Product Employees Term (MO) PEPM Net Price (MO) Net Price (Annual) Software Service i Enrollment Self Service/ Carrier Connection 350 12 $3.00 $1,050 512,600 3 Financial integrations 350 12 50.20 $70 $840 5 COBRA Administration 350 12 $0.60 $210 52,520 Implementation Services 1 Enrollment Self Service N/A One Time $500 2 Carrier Connectivity N/A One Time $2,000 3 Financial lntegrations N/A One Time 51,000 5 COBRA Administration N/A One Time 5500 Notes/Additional Terms: * Discounted Pricing Contingent on a November, 2019 Sign Date -PEPM Billing Delayed 3 Months for annual Payment -Carrier Connectivity Covering 6 Carriers -Financial Integrations Covering 2 Carriers Software 515.960 Implementation $4,000 Shipping & Handling 50.00 Total Cost 519,960 This proposal and quote form Is governed by the terms of the EverythingBenefits Niaste r Subscript ion Aoreement, unless (i) Customer has a written Master Subscription Agreement executed by EverythingBenefits for such Services as referenced in the Documentation, in which case such written Master Subscription Agreement will govern or (ii) otherwise set forth herein. If you have any questions concerning this quote, please contact your Account Executive Christopher Edie christooher.edie(a evervthinobenefits.conl 800-689-35681 www.everythingbenefits.com 3 Additional Pricing Terms Services Selected: Enrollment Self Service, Carrier. Connectivity, COBRA Admlnistration, Financial Integrations, Enrollment Self Service Per Employee per Month (PEPM). Is billable Monthly for all employees Whew data we store and/or transmit. Enrollment Self Service PEPM includes carrier connectivlty. Carrier Connectivity PEPM is billable monthly for all employees whose data we store and/or transrnit. COBRA Administration PEPM isbillable rnonti ly for (a):all active empioyees whose data we and/or transmit. PEPM billing starts after the setup and walk-through has been completed. Financial Integrations PEPM' Fee: is billable monthly for:all employees data we store and/or transmit Consulting Fee (if needed): $150 per hour. Optional fee would. appiy if client should require assistance reg training, custom -code development,. data cleanup and analysis. Initial Subscription Tenn:12.months from Effective; Date; ofAgreement Fees, Billing end Payment. Client will be invoiced ennuatlyupon execution, of proposal for• irMyear's term (12 months) subscription and Es responsible for paying, Including anysetupfees,.usagefees,:andotherfees subject to EverythingBenefitsstandardMasterSubscription Agree menta Ail implementation Fees onthe . initial invoice are due NET 30. 800-689-3568 I www.everythingbenefits.com