HomeMy WebLinkAboutbocc.con.072.2015Rev. 08-30-11 jls
COUNTY CLERK'S
CONTRACT COVERSHEET
CONTRACT #:
ORIGINATING DEPARTMENT:G�nO�Or� t' C f ✓l �/ 5�
PROCUREMENT OFFICER49te/ W PHONE #:
PROJ T NAME: � �rti[ / �v`CONTRACTOR:
DOLLAR AMOUNT: LINE ITEM #
CONTRACT EXECUTION DATE: 1%/";�26i7 CONTRACT END DATE: ;ZD/ ?
AUTOMATIC RENEWAL: ❑ YES ® NO TERM: Cdoorek4sej
601•l!-00000. 4S2Y�'o /s/Ccia 1.ouau e�
❑ BOCC AGENDA ITEM (Grants, IGA) ❑ STAFF AUTHORIZED SIGNATURE o-" - Sol -S
(Requires BOCC Signature) (Per Revised Procurement Code 7/2005)
❑ OVER $50,000 (Requires Section Leader & County Manager's Signature)
✓ CHECK PROCUREMENT TYPE:
❑ None EZ Informal ❑ Formal ❑ Sole Source ❑ Emergency ❑ Outside Agency/State Bid
❑ Compliance with C.R.S. 8-17-5-101, 102 as amended (Immigration Form) ❑ Exempt
❑ Contract Renewal
✓ CHECK CONTRACT TYPE:
IM Services/Maintenance ❑ Employment
❑ License/Use ❑ Intergovernmental Agreement (Resolution Required)
❑ Lease ❑ Non -Profit
❑ Construction ❑ Quasi -Public (e.g.-AVH)
❑ Goods, Equipment, Supplies ❑ Grant Agreements (Notify Finance & Resolution Required)
❑ Other (e.g. revenue) ❑ Change Order/Contract Amendment
(C/O: 10% or $25K whichever is the lesser must have County Manager signature)
All Contracts should be proofed and all exhibits and notices must be attached for the following:
✓ ❑ No Pages Missing
✓ ❑ If Page Left Intentionally Blank —Note on Page
✓ ❑ Page numbered consecutively
✓ ❑ All Original Signatures Affixed
✓ ❑ All Dates Filled In
✓ ❑ Special Instructions for Finance Department:
✓ ❑ Authorized Procurement Officer's Name:
✓❑ All Other Blanks Filled In
✓❑ All Exhibits Attached
✓❑ All Legal Descriptions attached (if applicable)
✓❑ Notice of Award/Notice to Proceed Attached (if applicable)
✓❑ Warranty (if applicable)
BY CHECKING ABOVE AND ENTERING NAME, THE AUTHORIZED STAFF PERSON INDICATES THAT
THE ATTACHED DOCUMENT HAS BEEN PROOFED AND READY FOR SCANNING.
NOTE: CLERK'S OFFICE WILL KEEP ORIGINAL DOCUMENTS IN COMPLIANCE WITH COLORADO STATE
ARCHIVES RETAINAGE SCHEDULE. ALL ATTACHMENTS MUST BE WITH THIS CHECKLIST!
Contract # 072-2015 1i ;, ii J ;.: r: v
Budget Line Item# purchase- 110.21.92400.86617; on-going maintenance- 001.11.00000.82480
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CONTRACT FOR PROVISION OF SERVICES
Human Resources Information System (HRIS) Selection
THIS CONTRACT is made and entered by and between the Pitkin County Board of County
Commissioners ("County") and Ascentis Corportation (hereinafter "Contractor").
1. Term. The term of this contract is from April 1, 2015 to March 31 2018
2. Contractor's Obligations. See Exhibit A, Scope of Work
3. Compensation and Expenses Invoicing Payment and Offset. The County shall compensate
Contractor for its services in accordance with the Project Budget and Schedule set out in Paragraph
2. It is expressly understood and agreed that in no event will the total compensation and
reimbursement to be paid hereunder in the first year subscription exceed the sum of $49,995.00 for
all services rendered (The specific services to be provided under this Agreement are outlined in
Attachment A. Certain services not included are time clock hardware, one-time setup fees and/or
any estimated additional fees, as outlined in Attachment A). For subsequent Subscription Periods (if
any) within the Initial Term of this Agreement, the Subscription Fee will be calculated based on the
number of Clientemployees at the end of month I 1 of the previous Subscription Period multiplied
by the Per Employee Rate specified for the Initial Term of this Agreement. By contract or
amendment, the County and Contractor may reallocate the budget among project tasks if the total
budget amount remains unchanged. Contractor shall invoice for the project monthly based on hours
worked, with payment expected within thirty (30) days of invoice, but any payment by the County
may be offset by any amount the Contractor owes the County for any reason.
4. County's Exclusive Ownership of Data Drawings, specifications, guidelines and other
documents prepared by Contractor in connection with this contract shall be the property of the
County. However, Contractor shall have the right to utilize such documents in the course of its
marketing, professional presentations, and for other business purposes. Ascentis acknowledges that the
data entered by Client is proprietary and highly confidential in nature. Accordingly, Ascentis agrees to
employ security measures to protect and safeguard Client's confidential information that are consistent with
how Ascentis handles its own confidential information. Security measures in place at the time of this
Agreement are outlined in Attachment F. For clarity, any updates, enhancements, and new products
developed by Contractor are not deemed to qualify under this section, and remain the intellectual
property of Contractor.
5. Pitkin County's Obligations. Pitkin County shall administer this contract through a County
Representative appointed by the County Manager. The services provided and products delivered by
Contract 0 072-2015 ;;,r.
Budget Line item# purchase -110.21.92400.86617; on-going maintenance - 001.11.00000.82480
the Contractor under this contract will be subject to review by the County's Representatives, or a
designee, for compliance with Contractor's obligations prior to final payment.
6. Termination Prior to Expiration of Contract Term. The County has the right to terminate
this contract, with cause, by giving written notice to the Contractor of such termination and
specifying the effective date thereof. Such notice shall be given at least sixty (60) days before the
effective date of such termination. In such event all finished or unfinished documents, data, studies
and reports prepared by the Contractor pursuant to this contract shall become the County's property.
Contractor shall be entitled to receive compensation in accordance with the contract for any
satisfactory work completed pursuant to the terms of this contract prior to the date of termination.
Notwithstanding the above, Contractor shall not be relieved of liability to the County for damages
sustained by the County by virtue of any breach of the contract by the Contractor.
7. Independent Contractor Status.
A. The parties to this contract intend that the relationship between them contemplated by
the contract is that of independent contractor. Contractor, and any agent, employee, or servant of
Contractor shall not be deemed to be an employee, agent, or servant of Pitkin County.
B. Contractor is not required to offer his services exclusively to Pitkin County under this
contract. Contractor may choose to work for other individuals or entities during the term of this
contract, provided that the basic services and deliverable products required under this contract are
submitted in the manner and on. the schedule defined under this contract.
C. Contractor warrants that all work produced will conform to all applicable industry
standard of care, skill and diligence in the performance of Contractor's obligations under this
contract.
D. Contractor shall not attempt to oversee or supervise the work or actions of any Pitkin
County employee, servant or agent in the course of completing work under this contract,
E. Contractor is not entitled to any Workers' Compensation benefits through Pitkin
County and is responsible for payment of any federal, state, FICA and other income taxes.
8 Assignability. - Client shall not transfer or assign any of its rights, remedies or obligations under
this Agreement without the prior written consent of Ascentis. This Agreement shall be binding upon and inure
to the benefit of the parties and their respective successors and assigns.
9. Binding Arbitration. Any disputes arising out of this contract shall be subject to binding
arbitration. The parties agree that any disputes concerning the terms and conditions of this contract
shall be submitted and finally settled by arbitration. Arbitration shall be conducted pursuant to the
rules of the American Arbitration Association and shall be presided over by the Pitkin County
Hearing Officer appointed to arbitrate Pitkin County contract disputes. Costs of the arbitration shall
be awarded to the substantially prevailing party. This Agreement shall be governed by and construed in
accordance with the domestic laws of the State of Colorado, without giving effect to any choice of law or
conflict of law provision or rule (whether of the State of Colorado or any other jurisdiction) that would cause
the application of the laws of any jurisdiction other than the State of Colorado. The Parties hereby agree that
the exclusive venue and jurisdiction to resolve any and all disputes between them including, without
limitation, any disputes arising out of or relating to this Agreement, and any and all alleged underlying
obligations of the parties shall be in the state or federal courts located in Denver, Colorado. In that regard,
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Contract # 072-2015 :1. ,'..: (, I ;,;, ;
Budget Line Item# purchase - 110.21.92400.86617; on-going maintenance - 001.11.00000.82480
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each of the parties hereto irrevocably submits to the exclusive ju indiction of the state of federal courts located
in Denver, Colorado in connection with any suit, action or other proceeding brought by any party arising out
of or relating to this Agreement, and each of the parties hereto irrevocably agrees that all claims with respect
to any such suit, action or other proceeding shall be heard and determined only in such court.
10. Severability. In the event that any provision of this contract shall be held to be invalid or
unenforceable, the remaining provisions of this contract shall remain valid and binding upon the
parties hereto
11. Integration and Modification
A. This contract represents the entire and integrated contract between the County and the
Contractor and supersedes all prior negotiations, representations, or contract, either written or oral.
This contract may be amended only by written contract signed by both the County and the
Contractor.
B. The' County may, from time to time, request changes in the scope of services of the
Contractor to be performed hereunder. Such changes, including the increase or decrease in the
amount of the Contractor's compensation, which are mutually agreed upon between the County and
the Contractor, shall be in writing and upon execution shall become part of this contract.
12. indemnity.
A. The Contractor agrees to indemnify, hold harmless and, not excluding the County's
right to participate, defend the County, its subsidiary, parent, associated and/or affiliated entities,
successors, or assigns; its elected officials, trustees, employees, agents, volunteers, and any
jurisdiction or agency issuing permits for any work included in the project„ hereinafter referred to as
indemnitee, from all suits and claims, including attorney's fees and cost of litigation, actions, loss,
damage, expense, cost or claims of any character or any nature arising out of the work done in
fulfillment of the terms of this Contract or on account of any act, claim or amount arising or
recovered under workers' compensation law or arising out of the failure of the Contractor to conform
to any statutes, ordinances, regulation, law or court decree. It is agreed that the Contractor will be
responsible for primary loss investigation, defense and judgment costs where this contract of
indemnity applies. In consideration of the award of this contract, the Contactor agrees to waive all
rights of subrogation against the County its subsidiary, parent, associated and/or affiliated entities,
successors, or assigns, its elected officials, trustees, employees, agents, and volunteers for losses
arising from the work performed by the Contactor for the County.
B. The Contractor further shall investigate, process, respond to, adjust, provide defense
for and defend, pay or settle all claims, demands, or lawsuits related hereto at its sole expense and
shall bear all other costs and expenses related thereto, even if the claim, demand or lawsuit is
groundless, false or fraudulent.
13. Insurance. Contactor and subcontractors shall procure and maintain until all of their
obligations have been discharged, including any warranty periods under this Contract are satisfied,
insurance against claims for injury to persons or damage to property which may arise from or in
connection with the performance of the work hereunder by the Contractor, its agents,
representatives, employees or subcontractors.
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Contract N 072-2015 ..., ;1, ; ;
Budget Line ItemN purchase - 110.21.92400.86617; on-going maintenance - 001.11.00000.82480
The insurance requirements herein are minimum requirements for this Contract and in no way limit
the indemnity covenants contained in this Contract.
The County in no way warrants that the minimum limits contained herein are sufficient to protect the
Contractor from liabilities that might arise out of the performance of the work under this Contract by
the Contractor, its agents, representatives, employees, or subcontractors. The Contractor shall assess
its own risks and if it deems appropriate and/or prudent, maintain higher limits and/or broader
coverages. The Contractor is not relieved of any liability or other obligations assumed or pursuant to
the Contract by reason of its failure to obtain or maintain insurance in sufficient amounts, duration,
or types.
A. Coverage and Limits of Insurance. Contractor shall provide coverage with limits of
liability not less than those stated below. An umbrella and/or excess liability policy may be used to
meet the minimum liability requirements provided that the coverage is written on a "following form"
basis.
Statutory Workers' Compensation: Colorado statutory minimums
a. Policy shall contain awaiver of subrogation against the County.
b. This requirement shall not apply when a contractor or subcontractor
is exempt under Colorado Workers' Compensation Act., AND when such
contractor or subcontractor executes the appropriate sole proprietor waiver form.
Minimum Limits:
Coverage A (Workers' Compensation) Statutory
Coverage B (Employers Liability) $ 500,000
$ 500,000
$ 500,000
2. Commercial General Liability — ISO 1 C 0001 form or equivalent.
(With County named as an additional insured)
Minimum Limits:
General Aggregate $
Products/Completed Operations Aggregate $
Each Occurrence Limit
2,000,000
2,000,000
1,000,000
Personal/Advertising Injury $ 1,000,000
Fire Damage (Any One Fire) $ 50,000
Medical Payments (Any One Person) $ 5,000
Coverage to include:
0 Premises and Operations
❑ Explosions, Collapse and Underground Hazards
❑ Personal /Advertising Injury
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Contract a 072-2015
Budget Line Item# purchase - 110.21.92400.86617; on-going maintenance -1001.11.00000.82480
❑ Products / Completed Operations
❑ Liability assumed under an Insured Contract (including defense costs assumed under
contract)
❑ Independent Contractors
0 Designated Construction Projects(s) General Aggregate Limit, ISO CG 2503 (1997
Edition or equivalent)
❑ Additional Insured—Owners, Lessees or Contractors Endorsement, ISO Form 2010
(2004 Edition or equivalent)
❑ Additional Insured—Owners, Lessees or Contractors Endorsement, ISO CG 2037
(2004 Edition or equivalent)
❑ The policy shall be endorsed to include the following additional insured language on
the Additional Insured Endorsements specified above: "County, its subsidiary, parent,
associated and/or affiliated entities, successors, or assigns, its elected officials,
trustees, employees, agents, and volunteers named as an additional insured with
respect to liability and defense of suits arising out of the activities performed by, or on
behalf of the Contractor, including completed operations".
3. Auto Liability: Bodily injury and property damage for any owned, hired, and
non -owned vehicles used in the performance of this Contract.
Minimum Limits:
Bodily Injury/Property Damage (Each Accident) $ 1,000,000
B. Proof of Insurance:
1. Each insurance policy required by the insurance provisions of this Contract
shall provide the required coverage and shall not be suspended, voided or canceled except
after thirty (30) days prior written notice has been given to the County, except when
cancellation is for non-payment of premium, then ten (10) days prior notice may be giver].
Such notice shall be sent directly to (County Representative's Name & Address). If the
insurance carrier will not provide the required notice, the Consultant/Contractor and or its
insurance broker shall notify the County of any cancellation, or reduction in coverage or
limits of any insurance within seven (7) days of receipt of insurers' notification to that effect.
Simultaneously with the Certificates of Insurance, the Contractor shall file with the
Procurement Officer a certified statement as to claims pending against the required
coverages, reserves established on account of such claims, defense costs expended and
amounts remaining on policy limits.
2. In addition, these Certificates of Insurance shall contain the following clauses:
a. The contractor's insurance shall be primary and non-contributory with
any insurance or self insurance purchased by the County.
b. The insurance companies issuing the policy or policies hereunder shall
have no recourse against the County of Pitkin for payment of any premiums or for
assessments under any form of policy.
Contract # 012-2015
Budget Line Item# purchase - 110.21.92400.86617; on-going maintenance - 001.11.00000.82480
•.a,ii0; ; „i
C. Any and all deductibles or self insured retentions in the above-
described insurance policies shall be assumed by and be for the amount of, and at the
sole expense of the Contractor.
d. Location of operations shall be: "all operations and locations at which
work for the referenced Project is being done."
3. Certificates of Insurance for all renewal policies shall be delivered to the
County's Representative at least fifteen (15) days prior to a policy's expiration date except
for any policy expiring on the expiration date of this contract or thereafter.
4. The County reserves the right to request and receive a copy of any policy and
any policy endorsement at any time during the term of this contract.
14. Exemptions and Preferences. All purchases of construction or building or any other
materials for this contract shall not include Federal Excise Taxes or Colorado State or local sales or
use taxes. Pitkin County is exempt from such taxes under registration numbers 98-02624 and 84-
78000-5K.
15. Records. The Contractor shall maintain comprehensive, complete and accurate books, records,
and documents concerning its performance relating to this contract for a period of three (3) years after
final payment under the contract and the County shall have the right within the three (3) year period to
inspect and audit these books, records and documents, upon demand, in a reasonable manner and at
reasonable times, for the purpose of determining, by accepted accounting and auditing standards,
compliance with all provisions of the contract and applicable law.
16. Contract Made in Colorado. The parties agree that this contract was made in accordance with
the laws of the State of Colorado and shall be so construed. Venue is agreed to be exclusively in the
courts of Pitkin County, Colorado.
17. Attorney's Fees. In the event that legal action is necessary to enforce any of the provisions
of this contract beyond the arbitration described in Paragraph 9, the substantially prevailing party
shall be entitled to its costs and reasonable attorney's fees.
18. Governmental Immunity. Contractor agrees and understands that Pitkin County is relying on
and does not waive, by any provision of this contract, the monetary limitations or terms (presently
$150,000 per person and $600,000 per occurrence) or any other rights, immunities, and protections
provided by the Colorado Governmental Immunity Act, 24-10-101, et seg., C.R.S., as from time to
time amended, or otherwise available to Pitkin County or any of its officers, agents or employees.
Father, nothing in this contract shall be construed or interpreted to require or provide for
indemnification of the Contractor by the County for any injury to any person or any property damage
whatsoever which is caused by the negligence or other misconduct of the County or its agent or
employees.
19. Current Year Obligations. The parties acknowledge and agree that any payments provided for
hereunder or requirements for future appropriations shall constitute only currently budgeted expenditures of
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Contract 9 072-2015 V. i
Budget Line Item# purchase - 110.21.92400.86617; on-going maintenance - 001.11.00000.82480
Pitkin County. Pitkin County's obligations under this contract are subject to Pitkin County's annual right to
budget and appropriate the sums necessary to provide the services set forth herein. If budgeted funds are not
allocated for HRIS services, then Pitkin County will not be obligated to pay Ascentis during that annual
subscription term. However, Pitkin County may not avoid subscription fees if they choose to procure a
competitor HRIS service during the initial term or during any renewal term with budgeted. No provisions of
the contract shall constitute a mandatory charge or requirement in any ensuing fiscal year beyond the then
current fiscal year of Pitkin County. No provision of the contract shall be construed or interpreted as creating
a multiple -fiscal year direct or indirect debt or other financial obligation of Pitkin County within the meaning
of any constitutional or statutory debt limitation. This contract shall not directly or indirectly obligate Pitkin
County to make any payments beyond those appropriated for Pitkin County's then current fiscal year. No
provisions of this contract shall be construed to pledge or create a lien on any class or source of Pitkin
County's moneys, nor shall any provision of this contract restrict the future issuance of Pitkin County's bonds
or any obligations payable from any class or source of Pitkin County's money.
20. Notice. Any written notice required by this contract shall be deemed delivered through any of
the following:
(1) hand delivery to the person at the address below;
(2) delivery via email to Jon.PeacockOlpitkincountv.com and Jane.Achey(a oitkincountv.com
and Nate.Kneifel@pitkincountv.com; or
(3) within three (3) days of being sent certified first class mail, postage prepaid, return receipt
requested addressed as follows:
A, To; Pitkin County
Jon Peacock, County Manager
530 E. Main St., 4300
Aspen, Colorado 81611
Fax 970-920-5285
B. To Contractor:
Ascentis Corporation
11040 Main Street, Suite 101
Bellevue, WA 98004
with copies to:
Pitkin County Attorney's Office
530 E. Main Street, 4302
Aspen, Colorado 81611
Fax: (970) 920-5198
21. Public Contracts for Services and Public Contracts with Natural Persons. In conformance
with the provisions of C.R.S. § 8-17.5-101 and 102, as amended and C.R.S. § 24-76.5-101, as
amended
PUBLIC CONTRACTS FOR SERVICES. CRS §8-17.5-101. [Not Applicable to agreements
relating to the offer, issuance, or sale of securities, investment advisory services orfund
management services, sponsored projects, intergovernmental agreements, or information
technology services or products and services] Contractor certifies, warrants, and agrees that it does
not knowingly employ or contract with an illegal alien who will perform work under this contract
and will confirm the employment eligibility of all employees who are newly hired for employment
in the United States to perform work under this contract, through participation in the E -Verify
Program or the Department program established pursuant to CRS §8-17.5-102(5)(c), Contractor
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Contract # 072-2015
Budget Line ]tem# purchase - 110.21.92400.86617; on-going maintenance - 001.11.00000.82480
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shall not knowingly employ or contract with an illegal alien to perform work under this contract or
enter into a contract with a subcontractor that fails to.certify to Contractor that the subcontractor
shall not knowingly employ or contract with an illegal alien to perform work under this contract.
Contractor (a) shall not use E -Verify Program or Department program procedures to undertake pre-
employment screening of job applicants while this contract is being performed, (b) shall notify the
subcontractor and the contracting State agency within three days if Contractor has actual knowledge
that a subcontractor is employing or contracting with an illegal alien for work under this contract, (e)
shall terminate the subcontract if a subcontractor does not stop employing or contracting with the
illegal alien within three days of receiving the notice, and (d) shall comply with reasonable requests
made in the course of an investigation, undertaken pursuant to CRS §8-17.5-102(5), by the Colorado
Department of Labor and Employment. If Contractor participates in the Department program,
Contractor shall deliver to the contracting State agency, Institution of Higher Education or political
subdivision a written, notarized affirmation, affirming that Contractor has examined the legal work
status of such employee, and shall comply with all of the other requirements of the Department
program. If Contractor fails to comply with any requirement of this provision or CRS §8-17.5-101 et
seq., the contracting State agency, institution of higher education or political subdivision may
terminate this contract for breach and, if so terminated, Contractor shall be liable for damages.
PUBLIC CONTRACTS WITH NATURAL PERSONS. CRS 424-76.5-101 Contractor, if a natural
person eighteen (18) years of age or older, hereby swears and affirms under penalty of perjury that
he or she (a) is a citizen or otherwise lawfully present in the United States pursuant to federal law,
(b) shall comply with the provisions of CRS §24-76.5-101 et seq., and (c) has produced one form of
identification required by CRS §24-76.5-103 prior to the effective date of this contract.
IN WITNESS WHEREOF, the parties have executed this contract as of the date first set out herein
above.
Contract 072-2015 1.1k._ „-� 7,! ) itro;'J,'
Budget Line Item# purchase -110.21.92400.86617; on-going maintenance - 001.11.00000.82480
CONTRACTOR: Ascentis Corporation
11040 Main Street, Suite 101
Bellevue, WA 98004
By: G,/a�lrte� 3/31 /2015
ontractor name Date
PITKIN COUNTY, COLORADO:
County Representative Oate Phylis Mat 'ce, Assistant County Manager Date
Nate Kneifel, BPA
By-
Dannette ogr9i, Risk M nage ent Date Jon Peaco&, 06nty Manager Date
Contract # 072-2015
Budget Line Item# purchase -110.21.92400.86617; on-going maintenance - 001.11.00000.82480
Attachment: Exhibit A, Statement of Work
SCOPE OF WORK - included, but not limited to:
Exhibit A — Exhibit A consists of pages 10-24
To the extent there is an inconsistency or discrepancy between the contract, pages 1-9 hereto, and the
Exhibit A, pages 9-23 hereto, the terms and language of the contract shall control. Ascentis is to satisfy
the problem definition and desired business goals & objectives as outlined in Pitkin County's BITS
department HRIS Business Case:
The characteristics sought in an HRIS are:
The functionality sought in an HRIS includes:
Knowledgeable
Integrates via
Flexible
Front-end
&timely
Eden
repots-
Data Import(Export
customization
system support
writing
NeoGov
tools
Independent
1-2008
tools
Function
functionality
The functionality sought in an HRIS includes:
Intuitive
Integrates via
Self-service —
Workflow
user
Eden
applicant/employee/
Data Import(Export
& routing
interface
manager
NeoGov
capabilities
The functionality sought in an HRIS includes:
Currently, to perform these various functions PC -HR uses:
Product Name
Recruitment
Integrates via
Automated
Integrated
& Applicant
Eden
open
Data Import(Export
talent -
tracking
enrollment
NeoGov
management
Independent
1-2008
Applicant Tracking
Function
functionality
ICE
Training &
Independent
Performance
Employee
development
Management
data history
administration
tracking -
Succession
On and Off-
Position
planning
Boarding
Control
Currently, to perform these various functions PC -HR uses:
Product Name
Product Function
Integrates via
Date Acquired
Eden
Enterprise Resource
Data Import(Export
when the earth was
Planning
young
NeoGov
Vacancy Announcement
Independent
1-2008
Applicant Tracking
Function
ICE
Property and WC Claims
Independent
1-1-2003 w/CCMSI
contract
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Contract # 072-2015
Budget Line Item# purchase - 110.21.92400.86617; on-going maintenance -001.11.00000.82480
eFMLA Mange EG FMLA time Independent 2013
and legal req
The HR department is challenged in managing HR data and business processes without supporting
information technology. This, in turn, burdens most of the available staff in the HR department with
excessive administrative work and data chasing. Tracking data manually with spreadsheets and
paper forms leads to disorganized, non -centralized data. As a result, the data is unavailable for
reporting and decision support. Employees and managers cannot themselves access the data they
need without further burdening HR.
The HR department ensures the organization is compliant with local, state and federal regulations
and hires, trains and retains the best employees. In order to do this effectively, a HRIS is needed. In
a HRIS, data is entered once and distributed to many disparate systems, freeing up staff to focus on
high value tasks. A robust HRIS provides a centralized location for benefits, performance
management, manager and employee access to data, and the entire employee life cycle, from hire to
retire. Easy access to this information will allow Pitkin County's leaders and managers to execute
their roles more efficiently and successfully.
As stated in the HRIS Design section, a HRIS can be stand-alone or a component of an enterprise-
wide, functionally integrated ERP product. This business case is designed to present four alternative
products.
Assumptions
APIs (application programming interfaces) to partners and providers assumed to be adequate tools
that are accessed via vendor service, not partner product. This assumption will be cleared in full
demos from vendors and partners.
Benefits
Enhanced Efficiencies/Improved Recordkeeping
The HR Department is overburdened with the administrative task of recordkeeping. Benefits
enrollment and continuation, recordkeeping requirements under the ACA, EEO -4 tracking, I-9
management, address changes, Pitkin Alert updates, clothing and tool allowances, fitness and,
wellness benefits, bus passes, ski passes, etc. are often tracked using burdensome manual
spreadsheets and/or multiple carrier contact databases. All are difficult and time consuming to
maintain. An HRIS will provide a single, secure repository for confidential HR information that is
available 24 hours a day 7 days a week from any location with access to the internet.
Improved Productivity via Employee Self Service and Work Flow Functionality
Employee Self Service (ESS) quickly reduces HR data entry tasks, allowing staff to.focus on
strategic HR initiatives. With an HRIS, employees are able to log in and manage their own data, with
the ultimate approval continuing to be granted by Human Resources. An employee can log in and
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Contract # 072-2015
Budget Line Item# purchase -110.21.92400.86617; on-going maintenance -. 001.11.00000.82480
. r:,e�ni - ba
change an address, update W-4 data, emergency contact information, dependents, beneficiaries and
direct deposit information.
Automated Benefits Management
Annual open enrollment processes can go from a time consuming task requiring HR to spend time
educating and following up with employees, to completion with the click of a mouse. HR staff can
click a button that initiates an automated open enrollment process.
Single Point of Entry for Data
A fully integrated HRIS system eliminates the need to enter an employee's information in multiple
systems. Once the employee's record is created, that information will immediately populate all other
applications. The information will be available to Payroll, IT or Security with the click of a mouse.
With this single point of entry, information is far more likely to be accurate as the likelihood of data
entry errors is reduced.
Dashboard Analytics
Today's HRIS are not just databases for tracking employee information — they are advanced systems
that will enable the HR Department to manage and analyze all employee data. An HRIS will put the
HR Department in control of workforce data with reporting tools that give a complete picture of
Pitkin County's workforce and provide data needed to participate in strategic planning.
Scope of work also includes Ascentis Corportation's Master Services Agreement as shown below,
and signed copy to be included with recorded executed contract:
This Agreement is made on March 31, 2015 (the "Effective Date") between Ascentis Corporation
("Ascentis"), a Delaware Corporation with offices at 11040 Main Street, Suite 101, Bellevue, WA 98004 and
Pitkin County located at 530 E Main Street, Aspen, CO 81611 ("Client"). Ascentis provides Software as a
Service (SaaS) for Human Capital Management applications to employers through an Application Service
Provider (ASP) model developed by Ascentis. Client wishes to purchase such services from Ascentis. Client
and Ascentis hereby agree to the following Terms and Conditions:
Term and Subscription Period
The initial term (the "Initial Term") of this Agreement will be for a period starting upon the Effective Date of
this Master Services Agreement and ending on March 31, 2018. At the end of the Initial Term, and each April
1 thereafter (the "Renewal Date"), this Agreement shall automatically renew for a term of one year (each a
"Renewal Term"), unless either of Ascentis or Client has notified the other, in writing, of its intention not to
renew, no later than 30 days prior to the then Renewal Date.
The Initial Term of this Agreement may include one or more annual "Subscription Periods". A Subscription
Period is defined as a period of time during which Ascentis provides any or all of the services listed in
Attachment B, and for which an annual fee is charged. The initial Subscription Period begins on April 1, 2015
12
Contract k 072-2015 licb. ",.; i.1 i ,rr,,,,
Budget Line Item# purchase - 110.21.92400.86617; on-going maintenance - 001.11.00000.82480
ra W. 1w
and ends on March 31, 2016. Subsequent Subscription Periods (if any) begin on April 1 and end on March 31
of successive years.
Services Provided
The specific services to be provided under this Agreement are outlined in Attachment A.
Charges
For the initial Subscription Period; the annual subscription fee will be $49,995.00, which includes all services
to be provided by Ascentis except for time clock hardware, one-time setup fees and/or any estimated
additional fees, as outlined in Attachment A. For acquisition growth, Ascentis reserves the right to adjust the
subscription fee for the acquired employees.
For subsequent Subscription Periods (if any) within the Initial Term of this Agreement, the Subscription Fee
will be calculated based on the number of Client employees at the end of month 11 of the previous
Subscription Period multiplied by the Per Employee Rate specified for the Initial Term of this Agreement. For
Payroll Subscriptions, Ascentis reserves the right to adjust the Per Employee rate if the number of payroll tax
jurisdictions increases from the prior year. Subscription Fees will be due no later than the first day of each
Subscription Period.
With respect to Renewal Terms (if any), Client will pay an annual Subscription Fee, which will be due no later
than the first day of such Renewal Term. Ascentis will notify Client in writing of any price changes to the Per
Employee Rate 45 days prior to the start of the Renewal Term. The Subscription Fee will be calculated based
on the number of Client employees at the end of the previous Subscription Period multiplied by the new Per
Employee Rate.
The charges for supplies and services not listed on Attachment B will be billed at the rates in effect at the
time the supplies and / or services are provided.
Billing and Payment
Fees are invoiced per the schedule defined in Attachment A. Payment for Ascentis fees will be made via ACH
debit using a bank account designated by Client. A completed ACH debit form, Attachment E, must be
returned with this signed Agreement. Client's bank account will be debited no earlier than the due date for
each invoice. If the debit is rejected by the bank for any reason, including but not limited to insufficient
funds, Ascentis will notify Client as soon as is reasonably practicable, and Client will be given additional
opportunity to provide payment. If payment is not received by the last day of
the month in which the original payment was due, online access to Ascentis services may be denied until
such time as payment is received. Ascentis may assess Client a late fee of 1%2% per month (not to exceed the
maximum allowed under state law) on all balances not paid when due. Client agrees to pay any and all costs
and fees incurred in the collection of charges due and payable.
Confidentiality and Non -Disparagement
Proprietary Rights. The Ascentis HR, Payroll, and Self -Service software (the "Software"), which is the
subject of this Agreement, was developed by, and is the property of, Ascentis. Accordingly, Client agrees (a)
to limit access to the Software to employees of Client and (b) to deny access to the Software to any third
party, whether or not such third party is related to or affiliated with Client. Client shall have no rights in the
Software except the right to receive the Ascentis services pursuant to this Agreement.
13
Contract # 072-2015
Budget Line Item# purchase - 110.21.92400.86617; on-going maintenance - 001.11.00000.82480
Client Data, Ascentis acknowledges that the data entered by Client is proprietary and highly confidential in
nature. Accordingly, Ascentis agrees to employ security measures to protect and safeguard Client's
confidential information that are consistent with how Ascentis handles its own confidential information.
Security measures in place at the time of this Agreement are outlined in Attachment F.
Non -Disparagement. The parties agree not to disparage to any other person or entity each other or any of their
business or businesses, business ventures, business transactions, or business operations, marketing,
management, or any other businessrelated activities whatsoever, or anything else about any or all of them,
whether learned before, on or after the date of this Agreement.
Warranties
Ascentis represents and warrants (i) that it has the right to grant the access set forth herein, and (ii) that
Ascentis services do not infringe any U.S. copyrights, U. S. patents, trade secrets, or other proprietary rights
of any third party. Ascentis' sole liability for any breach of the foregoing representations and warranties wjll
be to defend Client and pay any final judgment or settlement in connection with any third -party claim based
on infringement or misappropriation of U.S. copyrights, U. S. patents, trade secrets, or other proprietary
rights of any third party arising out of the use of Ascentis services. Such defense and indemnification are
contingent upon Ascentis being promptly notified of such claim, having the sole authority to defend or settle
such claim, and receiving the reasonable assistance of Client in connection therewith. Ascentis will have no
obligation under this Section with respect to claims based on or resulting from: (1) use of Ascentis services
except in accordance with this Agreement and Ascentis' written instructions; (ii) the combination of Ascentis
products with any other software or hardware; (iii) modifications of Ascentis products not made by Ascentis;
or (iv) Client's failure to implement changes recommended by Ascentis if the infringement or
misappropriation would have been avoided by implementing the recommended changes. If Ascentis
services are finally determined by a court of competent jurisdiction to constitute an infringement of any U.
S. copyright, U.S. patent, trade secret, or other proprietary right of a third party and use of Ascentis Hosted
services is enjoined, Ascentis will either (I) procure the right for Client to continue to use the Ascentis
service, or (ii) replace or modify the Ascentis service with a version that is not Infringing. If Ascentis
determines that none of these alternatives is reasonably available, Client agrees that Ascentis may
terminate this Agreement, and Client's and its employees' access to Ascentis services, with 30 days written
notice. This Section states the entire liability of Ascentis to Client with respect to infringement of any third
party intellectual property rights.
Termination
Termination of Agreement. This Agreement may not be terminated by Client except at the end of the Initial or
Renewal Term, as set forth in Section 1 of this Agreement. That notwithstanding, either party may terminate
this Agreement for cause in the event a material breach of any term of this Agreement by the other party shall
continue uncured for a period of thirty (30) days after notice thereof is given in writing by the non -breaching
party to the breaching party setting the basis for the breach. Accrued payment obligations shall survive
expiration or termination of this Agreement.
Obligations Upon Termination. Upon termination of this Agreement, each party shall immediately cease
using all property of the other, cease all activities pursuant to this Agreement, and at the option of the other
party, return or destroy all property having tangible form in its possession, custody, or control which belongs
to or which was received from the other party.
Liquidated Damages. If Client attempts to terminate this Agreement other than pursuant to Section 7(a)
above, then at its option Ascentis shall be entitled to receive from Client, as liquidated damages, the
remaining fees due for the initial or renewal term set forth in Attachment A for the period of time between the
last payment by Client and the earliest date this Agreement could be terminated pursuant to this Section 7.
14
Contract 4 072-2015 ?es -.:i.., . I ij_w/j.*
Budget Line Item# purchase - 110.21.92400.86617; on-going maintenance - 001.11.00000.82480
The minimum fee due for each Subscription Period remaining in the term of this Agreement shall be equal to
the annual Subscription Fee calculated for the most recent Subscription Period. The foregoing amount shall be
deemed full and adequate compensation for the breach by early termination. The parties stipulate and agree
that the purpose of this liquidated damages provision is to induce full performance of this Agreement in
accordance with its terms rather than to liquidate damages. The pal -ties further stipulate and agree that (1) the
actual damages that would result from a breach of this Agreement is incapable or very difficult of accurate
estimation, (2) the liquidated damage amount set forth herein is a reasonable forecast of just compensation for
the harm caused by such breach of this Agreement, and (3) the liquidated damages sum set forth herein is not
grossly disproportionate to any damages that might reasonably be expected to follow from the Client's
termination other than pursuant to Section 7(a) above.
DISCLAIMER AS TO ASCENTIS SERVICES
EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, ASCENTIS MAKES NO EXPRESS OR IMPLIED
WARRANTIES OR REPRESENTATIONS WITH RESPECT TO ASCENTIS SERVICES, WHETHER ORAL OR WRITTEN,
AND WHETHER EXPRESS, IMPLIED OR STATUTORY. ANY IMPLIED WARRANTY OF MERCHANTABILITY AND
ANY IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE ARE EXPRESSLY EXCLUDED AND
DISCLAIMED,
LIMITED LIABILITY
CLIENT AGREES THAT NEITHER ASCENTIS NOR ITS AFFILIATES NOR THE OFFICERS, DIRECTORS, EMPLOYEES,
SHAREHOLDERS, AGENTS OR REPRESENTATIVES OF ANY OF THEM WILL BE LIABLE FOR ANY INCIDENTAL,
INDIRECT, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO
DAMAGES OR COSTS INCURRED AS A RESULT OF LOSS OF TIME, LOSS OF SAVINGS, LOSS OF DATA, LOSS OF
PROFITS, OR LOSS OF GOODWILL, WHETHER FORESEEABLE OR UNFORESEEABLE, THAT MAY ARISE OUT OF
OR IN CONNECTION WITH THIS AGREEMENT, AND FURTHER INCLUDING BUT NOT LIMITED TO DAMAGES OR
COSTS RESULTING FROM THE USE OR INABILITY TO USE ASCENTIS SERVICES, EVEN IF ASCENTIS HAS BEEN
NOTIFIED OF THE POSSIBILITY OR LIKELIHOOD OF SUCH DAMAGES OR COSTS OCCURRING AND WHETHER
SUCH LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, PRODUCTS LIABILITY OR
OTHERWISE. IN NO EVENT WILL THE COLLECTIVE LIABILITY OF ASCENTIS, AND ITS AFFILIATES AND THE
OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AGENTS AND REPRESENTATIVES OF ANY OF THEM FOR
ANY DAMAGES INCURRED BY CLIENT EXCEED THE FEES RECEIVED BY ASCENTIS UNDER THIS AGREEMENT
DURING THE 3 MONTHS PRIOR TO THE TIME THE DAMAGES FIRST AROSE.
Non -Solicitation
Ascentis and Client agree not to solicit each other's employees, or attempt to induce an employee to
terminate his or her employment with Ascentis or with Client, during the Initial and Renewal Terms of this
Agreement, and for one year following the termination of this Agreement.
Publicity
Ascentis shall be entitled to refer to the fact that Client is a customer of Ascentis.
Schedules and Attachments
The following schedules and attachments are incorporated as part of this Agreement:
Attachment A — Outline of Services Purchased
Attachment B— Detail of Available Ascentis Subscriptions and Services
Attachment C— Direct Deposit Services
15
Contract H 072-2015
Budget Line Itemtt purchase - 110.21.92400.86617; on-going maintenance- 001.11.00000.82480
,.....,.u; hi
Attachment D — Payroll Tax Services
Attachment E—ACH Debit Form and Billing Contacts
Attachment F — Statement of Security
Attachment G —Service Level Agreement
Survival
Sections S, 8 through 11, 13 and 14 shall survive termination of this Agreement.
Entire Agreement
This Agreement, together with any schedules and attachments, embody the entire agreement and
understanding between Ascentis and the Client regarding the subject matter hereof and supersedes any and all
prior or concurrent stipulations, understandings, statements, assurances, assumptions, premises, promises,
agreements, discussions or representations, oral or written, relating to the foregoing matters, including oral
stipulations or representations, if any. Neither party has made any representations upon which either party has
relied that are not contained in this Agreement relating to the foregoing matters. Neither party is relying on an
unstated assumption, premise or condition not contained in this Agreement relating to the foregoing matters.
Attorneys' Fees
Each party shall bear its own attorneys' fees and costs, except that, in any legal action or other proceeding
arising out of or relating to this Agreement the prevailing party shall be entitled to recover their reasonable
attorneys' fees and court costs from the nonprevailing party including reasonable attorneys' fees incurred in
connection with such dispute (including costs and fees incurred prior to the filing of any lawsuit, and also
those costs including fees incurred at the trial court and appellate court levels, and fees and costs incurred
litigating entitlement to, or the amount of, any fees and costs awarded under this provision), in addition to any
other relief to which such party or parties may be entitled.
Governing Law and Jurisdiction
This Agreement shall be governed by and construed in accordance with the domestic laws of the State of
Colorado, without giving effect to any choice of law or conflict of law provision or rule (whether of the State
of Colorado or any other jurisdiction) that would cause the application of the laws of any jurisdiction other
than the State of Colorado. The Parties hereby agree that the exclusive venue and jurisdiction to resolve any
and all disputes between them including, without limitation, any disputes arising out of or relating to this
Agreement, and any and all alleged underlying obligations of the parties shall be in the state or federal courts
located in Denver, Colorado. In that regard, each of the parties hereto irrevocably submits to the exclusive
jurisdiction of the state of federal courts located in Denver, Colorado in connection with any suit, action or
other proceeding brought by any party arising out of or relating to this Agreement, and each of the parties
hereto irrevocably agrees that all claims with respect to any such suit, action or other proceeding shall be
heard and determined only in such court.
No Modification or Waiver
No right or remedy herein conferred upon or reserved to either of the parties hereto is intended to he exclusive
of any other right or remedy, and each and every right and remedy shall be cumulative and in addition to any
other right or remedy given hereunder, or now or hereafter legally existing upon the occurrence of any default
hereunder. The failure of either party hereto to insist at any time upon the strict observance or performance of
any of the provisions of this Agreement or to exercise any right or remedy as provided in this Agreement,
shall not impair any such right or remedy or be construed as a
waiver or relinquishment thereof. No course of dealing or course of conduct shall be effective to amend,
modify or change any provision of this Agreement. Notwithstanding any applicable law, the terms of this
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Contract 9 072-2015 r!.
Budget Line Item# purchase- 110.21.92400.86617; on-going maintenance -001.11.00000.82480
Section may not be waived by any course of dealing or course of conduct. Every right and remedy given by
this Agreement to the parties hereof may be exercised from time to time and as often as may be deemed
expedient by the parties hereto, as the case may be. No modification or waiver of any of the terms of this
Agreement shall be valid unless in writing and executed by the parties with the same formality as this
Agreement.
Counterparts
This Agreement may be executed in one or more counterparts, each of which will be deemed an original but
all of which will constitute one and the same instrument.
Assignment; Binding Effect
Client shall not transfer or assign any of its rights, remedies or obligations under this Agreement without the
prior written consent of Ascentis. This Agreement shall be binding upon and inure to the benefit of the parties
and their respective successors and assigns.
Third Party Beneficiaries
This Agreement shall not confer any rights or remedies on any person or entity other than the parties and their respective
successors and permitted assigns.
Notices .
All notices will be in writing and delivered by certified mail or by overnight delivery to the addresses set forth above or
such other address as may be designated by a party so long as notice of such other address is provided in accordance
with this Section 21. All notices so given will be deemed effective upon transmission.
IN WITNESS WHEREOF, the parties, intending to be bound hereby, have executed this Agreement as of the date first
written above.
Client — Pitkin County Ascentis Corporation
Name h %<-, �K � e �a Y Name Jilbbert Washten
Title Customer Su ( ort Manager Title CFO
O r 71 Z 0 Date 3/31/2015
Attachment A — Outline of Services Purchased and Payment Schedule
Outline of Services Purchased
The following page contains the Ascentis Order Form that is incorporated into this Master Services
Agreement.
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Contract # 072-2015 : i r o It,
Budget Line Item# purchase -110.21.92400.86617; on-going maintenance - 001,11.00000.82480
Fees not included in Subscription Payments
Tax Service — Pass through fees not listed as included above.
W-2 Preparation, Delivery and Federal, State and Local filing fees (actuals billed each January 31 at $6.00
each).
Time Hardware.
Time clock support and maintenance is billed annually based upon original shipment date.
Professional Services—Call for quote for custom programming, training and other non-standard
services.
Delivery services
Payment Schedule
Year 1 Subscription Payments
$49,995 due in advance on April 15, 2015 for the subscription period April 1, 2015, through March 31, 2016.
Year 2 and Year 3 Subscription Payments
Annual Subscription fee equal to $14.67 times the number of client employees on February 28 (month 11 of
the previous Subscription Period) is payable quarterly in advance each April 1,July 1,October 1 and January
1. For Payroll Subscriptions, Ascentis reserves the right to adjust the Per Employee rate if the number of
payroll tax jurisdictions and/or delivery locations increases from the previous Subscription Period.
Taxes - Prices shown do not include any taxes that may apply. Any such taxes are the responsibility of the
Client.
Attachment B — Detail of Available Ascentis Subscriptions and
Services (Subscription and Services are included If purchased on
Attachment A)
All Ascentis Subscriptions Include:
Online access to data
Report generation and printing
Technical support
Software enhancements
Backup and recovery
HIR Subscription Includes:
HR application support
Federal compliance updates
Ascentis Self -Service Subscription Includes:
Online open enrollment (with HR module)
18
Contract # 072-2015
Budget Line Item# purchase - 110.21.92400.86617; on-going maintenance -001.11.00000.82480
Paycheck view (with Payroll module)
Leave calendar (with HR module)
Employee Self -Service
Manager Self -Service
Payroll Subscription Includes:
Payroll processing
On-site payroll check printing
W-2 processing (additional fees apply)
Third -party payments
Payroll application support
Payroll tax changes
Time Management Subscription Includes:
Time & labor management
Employee scheduling
Labor distribution
Employee time off requests
Accrual calculations
Recruiting Subscription Includes:
Applicant Tracking
Candidate Portal
Enterprise Requisition Management and Workflow
Electronic Applicant Onboarding
Custom User fields
Metrics Reporting
Performance Management (PM) Subscription Includes:
Real-time management of goals, development plans, accomplishments, feedback and evaluations
Learning Management (LM) Subscription Includes:
Support for all training types, including web -based, instructor -led, on thejob, resources and online
classes.
SCORM, AICC compliant
Automated course assignment
Course ratings
Automated certification management
Individual course requests
Sophisticated curriculum management
3600 Assessment Subscription Includes:
Real- time creation, assignment and management of assessments while maintaining Raters anonymity.
Powerful assessment engine with comprehensive competency analysis
19
Contract # 072-2015
Budget Line Item# purchase - 110.21.92400.86617; on-going maintenance - 001.11.00000.82480
Succession Planning Subscription Includes:
Management of performance vs. potential
Development of employee career plans
Compensation Management Subscription Includes:
Calculation and monitoring of compensation and rewards
Organizational compensation analysis
Optional Services:
HR -Alerts (standardized and custom)
HR - Carrier Connect electronic benefit changes
Payroll - Centralized check printing and delivery
Payroll - Data file transmissions for G/L, Bank, 401K, etc.
Payroll - Direct deposit services (see Attachment C)
Payroll - Payroll tax services (see Attachment D)
Time - Multiple employee data collection methods
LM - Optional - automated phone role plays
Training classes
Workshops
Professional services
Custom programming
Attachment C— Direct Deposit Services
Ascentis offers Direct Deposit services through National Payment Corporation ("NatPay"). Client shall utilize
the services provided by NatPay for the purpose of transferring funds through the Automated Clearing
House (ACH) in accordance with the rules of the National Automated Clearing House Association (NACHA),
the laws of the State of Florida, and all applicable federal rules and regulations for various purposes that
include, but are not limited to: direct deposit distribution of Client's employee payroll funds, flexible
benefits plans, taxes, child support, or any other applicable reason that Client may desire to transfer funds
electronically through the ACH. All applicable transfers of funds shall also be in accordance with the Service
Agreement signed by Ascentis.
Timine
To insure that funds are deposited into employees' bank accounts on check date, direct deposit ACH files
must be received by National Payment Corporation prior to the established cut-off time, which will depend
on the funding method selected by Client. It is the responsibility of Client to create direct deposit ACH files
on a timely basis. It is the responsibility of Ascentis to transmit ACH files within one hour following the
creation of files by Client.
ACH File Content
Client is responsible for verifying the content of ACH files by reviewing the Direct Deposit Report generated
when the ACH file is created. Ascentis is responsible for insuring that the information in the ACH file as
20
Contract # 072-2015 1 , , ;
Budget Line Item# purchase - 110.21.92400.86617; on-going maintenance - 001.11.00000.82480
accurately reflected on the Direct Deposit Report. Client shall report ACH file content problems to Ascentis
promptly via email to: transmissions@ascentis.com with a copy to Client's Ascentis payroll support .
representative.
Reversals
Once an ACH file is transmitted to National Payment Corporation, it cannot be recalled, but it can be
reversed within the parameters established by the Automated Clearing House Association. An entire file can
be reversed, or individual transactions within a file can be reversed. Ascentis requires written authorization
from Client in order to process reversal files. Authorizations must include specific instructions whether to
reverse an entire file, or to reverse individual transactions within a file. If an entire file is to be reversed, the
instruction must state the following: name of Client, name of directory, check date, and total dollar amount
of file. If individual transactions within a file are to be reversed, in addition to the preceding. information, the
Instructions must state: name of employee, routing -transit and bank account numbers, and the dollar
amount of transaction to be reversed. Client shall submit such instructions to Ascentis promptly via email to:
transmissions@ascentis.com with a copy to Client's Ascentis payroll support representative.
Holds
National Payment Corporation performs proprietary analysis on each Direct Deposit file each pay period to
determine what constitutes an average dollar amount. In the event that Client processes an unusually large
payroll — perhaps a payroll that includes bonuses or commissions — where the dollar amount of the direct
deposit is substantially higher than average, National Payment may place a hold on processing the file. This
is a security measure designed to pre-empt any fraudulent activity and to protect Client's organization from
risk.
If NatPay places a payroll file on hold, they will make Client aware of the issue via email. The payroll will not
be processed until the issue has been resolved. Client is responsible for working with NatPay tolift the hold
and process the payroll. To lift the hold, Client will be required to a) demonstrate proof of funds, or b) wire
the funds to NatPay in advance of the payroll date. This process serves as a protection to both Client and
NatPay.
Ascentis and NatPay are deeply committed to ensuring that Client Direct Deposit operations are
successful. We
appreciate your partnership in achieving that goal.
Attachment D — Payroll Tax Services
Ascentis partners with a Payroll Tax Service Company (PTSC) to provide payroll tax deposit and filing services
to Clients. In order for the PTSC to make payroll tax deposits and file payroll tax returns on a timely basis,
Client must complete the payroll processing cycle and perform the quarter -end procedures on a timely
basis. The charges associated with tax services are covered in a separate agreement with the PTSC.
Client Responsibilities
"Finish Payroll" is the procedure that extracts the payroll tax information calculated during payroll
processing and creates a tax liability transmission file that is forwarded to the PTSC. Consequently, it is
21
Contract # 072-2015
Budget Line Item# purchase -110.21.92400.86617; on-going maintenance - 001.11.00000.82480
essential that payrolls be finished on a timely basis. It is Client's responsibility to Finish all payrolls not later
than 12:00 noon, Pacific Time, two business days prior to check date.
Ascentis Responsibilities
Ascentis subscribes to Vertex, a service that provides monthly updates to all of the Federal, State and local
taxes in the United States. Ascentis will ensure that new payroll tax rates are implemented on a timely basis.
Ascentis will forward Client's employee tax (W-2) information to PTSC for filing with the Social Security
Administration.
Attachment E—ACH Debit Form and Billing Contacts
(does not apply because paying annually instead of monthly)
t;:omparry Name
Elate
Client hereby outhurizos Ascends to initiate dethil erih'ie<: to client'; accouni indirr red below at the
depository named helow, he i urafiPr calked "D pu Jtory"', :.Md to demi thw zanlr to such account.
NwIl f3ranch
.... .........
City _._._ ctrl "l e: zIr7_ _
Routing Number ----. ----- — 1arca(jni No.
SEeleet C)ne: Checking 5vings
11115, authorization is to remain ill lull force and effect until Asceni is Corporertion has recoiverl wl'iiten
notification from Chord of Rs termination in such inanner as to afford Ascentis Corporation and Depository ,r
reasonable opportunity to act on it.
If you use E;n AC1i block, please authorize transactions for Ascentis ACI I ID 091.1630801.
f7rrnar+i;:lilti.r�r; t;:ont�y_r.:r
1U411}F;
icl'nail
E=it!ine
uec��iid=a'r� i�ilfin � i'onf:itt:
Name—____ --
Email
Phone
22
Contract # 072-2015
Budget Line Item# purchase -110.21.92400.86617; on-going maintenance- 001.11.00000.82480
Attachment F — Statement of Security
Product -Level Security
Ascentis HR — Ascentis HR can be securely accessed over the web via RDP with 128 -bit encryption. Each user
is assigned a unique login and a secure password. Role -based security enables the administrator to grant
staff members and managers access to only the information they should see, on a tab by tab basis. Ascentis
HR includes Sarbanes-Oxley financial audit reporting which tracks the user and change date and time for any
changes made to compensation. User accounts are locked after 3 incorrect login attempts.
Ascentis Payroll —Ascentis Payroll is a web -enabled application with the client portion running on the user's
local workstation. No data is stored locally, and all data communicated between the user's PC and the
Ascentis web server is encrypted with SSL v3 128 -bit encryption. Each user is assigned a unique login and
secure password. Login and password information is maintained only on back -end servers, and not on any
web server to ensure that password lists cannot be compromised. User accounts are locked after 5 incorrect
login attempts.
Ascentis Time — is a web application running over SSL with 128 -bit encryption. Employees are granted access
to various sections of the Ascentis Time service based on selections made by Customer and the employee's
role.
Ascentis Self -Service — Ascentis Self -Service is a web application running over SSL with 128 -bit encryption. A
complete log is maintained of all user activity including successful and failed logins, password changes, and
user authentication. Employees are granted access to various sections of Ascentis Self -Service based on
selections made by Client and the employee's role.
Ascentis Recruiting — Ascentis Recruiting is a web application running over SSL with 128 -bit encryption.
User -access types (such as Hiring Manager or Recruiter) and locations are configured and assigned to each
user based on selections made by Client so that users can only view permissible information.
Datacenter Security
The Ascentis SSAE16-certified datacenter provides a high level of security. The datacenter infrastructure
includes:
Stateful packet filtering at the firewall. All traffic passes through the firewall before reaching a web
server
The network is protected by a network Intrusion Prevention System (IPS) along with Network
Intrusion Detection System (IDS)
Traffic leaving the web server must again pass through the firewall before reaching the client's
databases, giving another level of stateful packet inspection and filtering
Servers are installed with current operating systems and updates are applied regularly
All web servers have SSL certificates issued by Thawte
Attachment G —Ascentis Service Level Agreement
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Contract # 072-2015 "."v, i ; vii,, ,;
Budget Line Item# purchase -110.21.92400.86617; on-going maintenance - 001. 11.0 . 0000.82480
This document is a Service Level Agreement ("SLA") setting out the levels of services to be provided by
Ascentis to Client under the Master Services Agreement.
System Access & Uptime Commitment
Ascentis HR, Payroll, Time, Recruiting and/or Self -Service modules will be available to Client 24 hours per
day, 7 days a week less the Excusable Downtime which includes:
Routine System Maintenance: On occasion the system may be taken off-line for scheduled.
maintenance. This maintenance is done at night or on weekends. Ascentis will notify Client of
scheduled maintenance at least 48 hours in advance.
A general failure of the Internet beyond the control of Ascentis.
Ascentis guarantees that the system will be available to the Client at least 99.5% of the time each month,
excluding the Excusable Downtime. This is the Uptime Commitment.
If Ascentis fails to satisfy the Uptime Commitment during a month, upon request Ascentis will credit to
Client a percentage of the fees for the service that was unavailable. This percentage will be calculated as the
number of hours Ascentis failed to meet the Uptime Commitment divided by the total number of hours in
the month.
The Uptime Commitment does not apply to disruptions caused by factors outside of Ascentis' reasonable
control; or that resulted from Client's equipment or third party equipment, or both (not within the primary
control of Ascentis).
Support AVailabilitV
Customer Support Representatives (CSRs) are available Monday — Friday (with the exception of holidays)
during the hours of 6:00 am - 5:00 pm Pacific Time.
Support Response Time
Ascentis closely monitors response time and has metrics set in the following areas:
98% of all Support calls are answered by CSRs, with less than 2% going to voicemail.
Voicemail calls are returned within one business hour
Email support requests are responded to within four business hours
Support Escalations
To ensure client success and satisfaction, Ascentis provides a defined escalation path. If the Client
believes their issue is not being handled properly, the client may request escalation. The escalation
path provided includes:
CSR Level II
Manager of Support & Services
Vice -President of Client Services
24
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Attendance tracking (eligidbty & accrue suits). Corrospondmce Wizard. 300 We-
mpenaation Monngemam (WM1at .1....ones. Compo-mtto). Unlimited
with Ess, allows employees unit m nage. add, edn, or estate attachments
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AddlUenal A..entis HR Services
Carries Connect: Creation of electronic connections between Ancenbs HR and requested tamers (ealimato 4)
Integration Somcas; Connections to other appicauuna (permits l Connections)
CoWa Connect: Sycmmze employs* now hire- seminarian and demographic data between HR and your Copra povider, ( 1 Connections)
With Perlormanea T.ning, raangors can an lyidentify what makes their top people so successful and leverage
In... skills to kelp others, focus ea the said 1.1 "dormem to help them accelerate their cnpaphties and
nWnrincies. alt it. el.e Inking s clien oa the cluicat gape lnnl are fielding back than lower peaormars from
acnivnag their potamial
Talent Metlules Selecbtl:
Parsormans— Menogemonl Included
Aacamie Pmformancn Management Inucrarralars themanagement of Goals (both performance and davelopmon 1.
Accomplishments. Feedback. and Competencies, P Fifll ratings may at$* be managed in mabtime. All
inform tion ur ag9regetep it n godo•manca walumion wn a•d —hien faeilnatas o stat, Isw hit,/90 day, and say
mlvim •.News n ..ry t r perfrnunce. Pdwarlul. custom Ituals dashboards and repona ..aura that
both manager. and admtnislmunts isms tnfonsunon needed to stay in tuna wish the business.
Al.. Include. /a: Notihcntions. R.J. and User group Management. Goal Cascading. Goal Linking. Corporate
mnimese. Ga.. Weigmin'. and Ga.. Tompdu.. -
Loanling Managrrlom lncluaod
Astoria Laomi............ Inci, ...... tM delivery and tracking of all forms of training including non -Scheduled
(web .easel. scheduled (inrtmctor lad. nibers, on In. job arntorinHh ..it r
Also /..luded /a: Notifications. Rely and User Group Management. Some tad Curriculum Management,
Session Management. Weisser Management. Competency Intagfatien, Aulomalad Assignment. Certification
M ... game- and Apormod Work6ow
A .... Us Recrultinp Incudes bm.vaoa
Ascaris Recruiting a the entire hiring process. making n easy for you collect. track. and onelyze
applicant and raquisinon data.Ths arandard packagesincludes; Candidate Poral on your company website. Job
Specific Questionnaires (Creme unharnad Weactranung questionnaires to scare candidates & pequvlify the
applicant pool. Application Builder Module (C angst able online application that includes rho ability to create a
Bored apps cm.a. plot... ana ire c qunnhad candidates to compete the application at a subsequent stage in your
Matas.). Free Ad Food (Indeed. SimpyHnad. Trait..1... door. Bnght.c m A Veterans Job Bank). Roeun inon
Management with appoval worMow. Repeaa (Apptcanl Stews Summary. Dema1•apM1ic Sumsiary. Applicant
Sources Summary. Online sppicabon Statistics. Sourcing Replens. Time re Fill and Ad Hoc upon.). Ascaris
Onboarding (Includes: Application. 19. Wd. State Ta: Fo•m.. EEQC declaration)
Additional Rarmisand Modules Ifeleclod
2 Admin Users.-Mimtled Quick Response Users
A.dentis Tme 1-1.6ans
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• Automatic necking of employe, on lendance.
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• Pawoess........ mnh9uratiana.
PEPM
525.11
Discount
92%
NSI PEPM
51101
Teel saonlM1ly Cost
L.166
Tore. Annual Cos,
11.49.995
Gmu ImPlomon,allon Cos,
219.220
Dlacount
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Pryell Check Delivery included in the aubacriMion Estimate. Annul Dellvonlos D
We firs Ins ampoyea taunt an in. fuel yeas. The wbacnipion payment her year 2 end year 3 is aqua. to Ih. is. PEPM, .an.. the numbers of
of chin, a—p..... on your anniv*ri ary data
.t you news any questions cencarmnp this quote, contact
James Edwards 613.246.6306