HomeMy Public PortalAbout030-2018 - Benefits Corporation of America LLC - Helping with Federal Reporting CompliancePROFESSIONAL SERVICES AGREEMENT
THIS AGREEMENT made and entered into this _ day of 2018 and
referred _ to as .Contract No. 30-2018, by and between the City of Ric nd, Indiana, -a
municipal corporation. acting by and through its Board of Public Works and Safety (hereinafter
referred to as the "City") and Benefit Corporation of America, LLC, 12 Walnut Street, Suite 21,
Natick, MA 01760-0825 (hereinafter referred to as the "Contractor").
SECTION I. STATEMENT AND SUBJECT OF WORK
City hereby retains Contractor to provide services for certain reporting requirements in
accordance with the Federal Affordable Care Act (ACA) that must be submitted to the Internal
Revenue Service (IRS), including, but not limited to, Form 1095 preparations and electronic
submissions to the IRS, which services shall include providing information to -the IRS about the
health plan coverage offered by the City.
The proposal of Contractor is attached hereto as Exhibit "A", which Exhibit consists of twelve
(12) pages, and is hereby incorporated by reference and made a part of this Agreement.
Contractor shall perform all work and. provide all services described on Exhibit "A."
Should any provisions, terms, or conditions contained in any of the documents attached hereto as .
Exhibits, or -in any of the documents incorporated by reference herein, conflict with any of the
provisions, terms, or conditions of this Agreement, this Agreement shall be controlling.
Contractor shall perform all work herein in a timely manner, conforming to all applicable
professional standards.
The Contractor shall furnish all labor, material, equipment; and services necessary for the proper
completion of all work specified.
No performance of services shall commence until the following has been met:
1.: The City is in receipt of any required certificates of insurance;
2.- The City is in receipt of any required affidavit signed by Contractor in
accordance with Indiana Code 22-5-1.7-11(a)(2); and
3. A purchase order has been issued by the Purchasing Department.,
SECTION II. STATUS OF CONTRACTOR, .;
Contractor shall be deemed to be an independent contractor and is not an employee or agent of
the City of Richmond. The Contractor shall provide, at its own expense, competent supervision
of the work.
L
Contract No. 30-2618
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SECTION 111. COMPENSATION
City shall pay Contractor a total amount not to exceed Eight Thousand Five Hundred Dollars and
Zero Cents ($8,500.00) for complete and satisfactory performance of this Agreement.
SECTION IV. TERM OF AGREEMENT
This Agreement shall be effective when signed by all parties and shall continue in effect until
satisfactory completion of this Agreement, which completion is expected to be on or before April
2, 2018. Contractor understands time is of the essence with respect to the completion of the
timely distribution of forms to City employees or recipients on or before March 2, 2018.
Notwithstanding the term of this Agreement, City may terminate this Agreement in whole or in
part, for cause, at any time by giving at least five (5) working days written -notice specifying the
effective date and the reasons for termination which shall include but not be limited to the
following:
a. failure, for any reason of the Contractor to fulfill in a timely manner
its obligations under this Agreement;
b. submission of a report, other work product, or advice, whether oral or written, by the
Contractor to the City .that is. incorrect, incomplete, or does -not meet reasonable
professional standards in any material respect;
c. ineffective or improper use of funds provided under this Agreement;
d. suspension or termination of the grant funding to the City under which this Agreement
is made; or
e. unavailability of sufficient funds to make payment on this Agreement.
In the event of such termination, the City shall be required to make payment for all work
performed prior to the date this . Agreement is terminated, but shall be relieved of any other
responsibility herein.
This Agreement may also be terminated, in whole or in part, by mutual Agreement of the parties
by setting forth the reasons for such termination, the effective . date,'and in the case of partial
termination, the portion to be terminated.
SECTION V.w INDEMNIFICATION AND INSURANCE
Contractor agrees to obtain insurance and to indemnify the City for any damage or injury to
person or property or any other claims which may arise from the Contractor's conduct or
performance - of this Agreement, either - intentionally or negligently; provided, however, that
nothing contained in this Agreement shall be construed as rendering the Contractor liable for acts
of the City, its officers, agents, or employees. Contractor shall as a prerequisite to this
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Agreement, purchase and thereafter maintain such insurance as will protect it from the claims set
forth below which may arise out of or result from the. Contractor's operations under this
Agreement, whether such operations by the Contractor or by any sub -contractors or by anyone
directly or indirectly employed by any of them, or by anyone for whose acts the Contractor may
be held responsible.
Coverage
Limits
A. Worker's Compensation &
Statutory
Disability Requirements
B. EmpIoyer's Liability
$100,000
C. Comprehensive General Liability
Section 1. Bodily Injury
$1,000,000 each occurrence:
$2;000,000 aggregate
Section 2. Property Damage
$1,000,000 each occurrence
D. Comprehensive Auto Liability
.Se ction 1. Bodily Injury
$1,000,000 each person
$1,000,000, each occurrence
Section 2. Property Damage $1,000,000 each occurrence
E. Comprehensive Umbrella Liability $1,000,000 each occurrence
$2,000,000'each aggregate
F. Malpractice/Errors & Omissions Insurance $1,000,000 each occurrence
$2,000,000 each aggregate
SECTION VI. COMPLIANCE WITH WORKER'S COMPENSATION LAW
Contractor shall comply with, all provisions of the Indiana Worker's. Compensation law, and
shall, before. commencing work under this Agreement, provide the City a certificate of insurance,
or a certificate- from the industrial .board showing that the .Contractor has ;complied with Indiana
Code Sections 22-3-2-5,. 22-3-5-1 and 22-3-5-2.:If Contractor is an out of state employer and
therefore subject to .another. state's worker's compensation` law, Contractor -may: choose to
comply with all provisions, of its home state's worker's compensation law and: provide the City
proof of such compliance in lieu of complying with the provisions of the Indiana Worker's
Compensation Law.
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f
SECTION VII. COMPLIANCE WITH INDIANA E=VERIFY PROGRAM REQUIREMENTS
Pursuant to Indiana Code 22-5-1.7, Contractor is required to enroll in and verify the work
eligibility status of all newly hired employees of the contractor through the Indiana E-Verify
program. Contractor is not required to verify .the work eligibility status of all newly hired
employees of the contractor through the Indiana E-Verify program if "the Indiana E-Verify
program no longer exists. Prior to the performance of this Agreement, Contractor shall provide
to the City its signed Affidavit affirming that Contractor does not knowingly employ .an
unauthorized alien in accordance with IC 22-5-1.7-11 (a) (2). In the event Contractor violates IC
22-5-1.7 the Contractor shall be required to remedy the violation not later than .thirty (30) days
after the City notifies the Contractor of the violation. If Contractor fails to remedy the violation
within the thirty (30) day period provided above, the City shalt consider the Contractor to be in
breach of this Agreement and this Agreement will be terminated. 'If the City determines that
terminating this Agreement would be detrimental to the public interest or public property, the
City may allow this Agreement to remain in effect until the City procures a new contractor. If
this Agreement is .,terminated under this section, then pursuant to IC 22-5-1.7-13 (c) the
Contractor will remain liable to the City for actual damages.
SECTION VIII. IRAN INVESTMENT ACTIVITIES
Pursuant to Indiana Code (IC) 5-22-16.5, Contractor certifies that Contractor is not engaged in
investment activities in Iran. In the event City determines during the course of this Agreement
that this certification is no longer valid, City shall notify Contractor in writing of said
determination and shall give contractor ninety (90) days within which to respond to the written
notice. In the event Contractor fails to demonstrate to the City °that the Contractor has ceased
investment activities in Iran within ninety (90) days after the written notice is given to the
Contractor, the City may proceed with any remedies it may have pursuant to IC`5-22-16.5. In
the event the City determines .during. the course of this Agreement that this certification is no
longer valid and said determination is not refuted by Contractor in the manner set forth in IC 5-
22-16.5, the City reserves the right to- consider the Contractor to be in breach of this Agreement
and terminate the agreement upon the expiration of the ninety (90) day period set forth above.
SECTION IX. , PROHIBITION AGAINST DISCRIMINATION .
A. Pursuant to Indiana Code- 22-9-1-10; Contractor, any sub=contractor; or'any person acting
on behalf of Contractor or any sub -contractor shall not discriminate -against any employee
or applicant,for employment to be employed.in the performance of this Agreement,'with
respect to hire, tenure, terms, conditions or privileges of employment or any matter
directly . or indirectly related to employment,- because of race, religion, color, sex,
disability, national origin, or -ancestry.
B. Pursuant to Indiana .Code 5-16-6-1, the Contractor agrees:
1. That in the hiring of employees for the performance of work under this
Agreement of -any subcontract hereunder, Contractor, any subcontractor, or any
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person acting on behalf of Contractor or any sub -contractor; shall not discriminate
by reason of race, religion, color, sex, national origin or ancestry against any
.citizen of the State of Indiana who is qualified and available to perform the work
to which the employment relates;
2. That Contractor, any sub -contractor, or any person action on behalf of Contractor
or any sub -contractor shall in no manner discriminate against or intimidate any
employee hired for the performance of work under this Agreement on account of
race, religion, color, sex, national origin or ancestry;
3. That there may be deducted from the amount payable to .Contractor by the City
under this Agreement, a penalty of five dollars ($5.00) for each person for each
calendar day during which such person was discriminated against or intimidated
in violation of the provisions of the. Agreement; and
4. That this Agreement may be canceled or terminated by the City and all money
due or to become due hereunder may be forfeited, for a second or any subsequent
violation of the terms or conditions of this section of the Agreement.
C. Violation of the terms or conditions of this Agreement relating to discrimination or
intimidation shall be considered a material breach of this Agreement.
SECTION X. RELEASE OF LIABILITY
Contractor hereby agrees 'to release and hold harmless the City and all officers, employees, or
agents of the same from all Iiability for negligence which may arise in the course of Contractor's
performance of its obligations pursuant to this Agreement.
SECTION XI. MISCELLANEOUS
This Agreement is personal to the parties hereto and neither party may assign or delegate any of
its rights or obligations hereunder without the prior written consent of the other party. Any such
delegation or assignment, without the prior written consent of the other party, shall be null and
void. This Agreement shall be controlled by and interpreted according to Indiana law and shall
be. binding upon the parties, their successors and assigns. This document constitutes the entire
Agreement between the parties, although it may be altered or amended in whore or in; part at any
time by filing with the Agreement a written instrument setting forth such changes signed by both
parties. By executing this Agreement the parties agree that this document supersedes any
previous discussion, negotiation, or conversation relating to the subject matter contained herein.
This Agreement may be simultaneously executed in several counterparts,. each of which shall be
an original and all of which shall constitute but one and the same instrument.
The parties hereto submit to jurisdiction of the courts of Wayne County, Indiana, and any suit
arising out of this Contract must be filed in said courts. The parties specifically agree that no
arbitration or mediation shall be required prior to the commencement of legal proceedings in said
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Courts. By executing this Agreement, Contractor is estopped from bringing suit or any other
action in any alternative forum, venue, or in front of any other _tribunal, court, or administrative
body other thantheCircuit or Superior Courts of Wayne County,'Indiana, regardless of any right
Contractor may have to bring such suit in front of other tribunals or in other venues.
Any person executing this Contract in a representative capacity hereby warrants that he/she has
been duly -authorized by his or her principal to execute this Contract.
In the event of any breach of this Agreement by Contractor, and in addition to any other damages
or remedies, Contractor shall be liable for all costs incurred by City in its efforts to enforce this
Agreement, including but not limited. to, City's reasonable attorney's fees.
In the event that an- ambiguity, question of intent, or a need -for interpretation of this Agreement
arises, this Agreement shall be construed as if drafted jointly by the parties, and no presumption
or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any
of the provisions of this Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement at Richmond, Indiana, as of
the day and year first written above, although signatures may be affixed on different dates.
"CITY"
THE CITY OF RICHMOND,
INDIANA by and through its
Board of Public Works and Safety
By: &��
Vicki Robinson, President
By:
Rich rd Foore, Member
By:
nthony L. otter, II, Me ber
APPROVED: l `/
Snow
Date: 6 Z
"CONTRACTOR"
BENEFIT CORPORATION OF
AMERICA, LLC
12 Walnut Street, Suite 21
Natick, MA 01760-0825
Printed: ov Ili
Title:
Date:
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BenefitScape
Proposal to support City of Richmond with several functions related to ACA
Compliance for Tax Year 2017.
Overview of Services
• Receiving, verifying, and transforming TY2017 data from City of Richmond.
• The preparation and distribution of IRS Forms 1094 and 1095 as required by the
Affordable Care Act (ACA) for Tax Year 2017.
• E-Filing of all Forms 1094 and 1095 related data to the IRS Affordable Care Act
Information Return (IRSAIR) Program.
• Error Correction and re -filing to the IRS.
Table of Contents
BACKGROUNDS AND ASSUMPTIONS
OVERVIEW OF 4ERVICES
4
STATEMENT OF WORK AND COST 6
PAYMENT TERMS
6
DATA SECURITY
GUARANTEES BENEFITSCAPE WILL OFFER 8
CONCLUSION
8
SERVICE AGREEMENT
9
February 7, 2018
Prepared by:
Kenneth F. Phillips, President
r
BenefitScape Proposal City of Richmond TY2017 1 .
E�CIIIriT PAGEF is
BenefitScape
Introduction
City of Richmond seeks assistance with the monitoring of compliance with data compilation and
completion of reporting requirements related to the Affordable Care Act (ACA) for Applicable Large
Employers (ALEs).
BenefitScapeVs overall goal is to assist City of Richmond in providing all eligible employees and their
dependents with the information relative to City of Richmond Health offering in -'a manner designed to
enable City of Richmond to be fully compliant with the reporting requirements of the Affordable Care Act
(ACA).
Why Select BenefitScape for ACA Compliance
ACA Compliance is all we do at BenefitScape. Our proprietary technology is robust and built to handle the
complexities, business rules and efficiencies required in a timely manner.
Our staff are experts in ACA compliance and solely dedicated to ensuring our City of Richmond's
success. We are prepared to deliver 100% accuracy and timeliness for City of Richmond and are capable
of incorporating any and all regulatory guidance.
We successfully ensured 100% compliance for more than 300 companies in Tax Year 2016, including
multiple state governments and municipalities. We are equipped to expand that for hundreds more in Tax
Year 2017.
Overview of ACA IRS Reporting for Tax Year 2017
BenefdScape will be preparing all of the IRS reports required for distribution to employees and other City
of Richmond covered members.
IRS Reporting and Compliance 2017
BenefitScape will provide City of Richmond with direction and assistance
Data Collection
in connection with assembling and creating the data required to perform the
IRS Reporting for 2017.
BenefitScape will provide City of Richmond with a determination of
required codes on Line 14, 15, 16 on Form 1095 and provided information
istribution Form 1095 to
on coverage for members and their dependents. BenefitScape provides
mployee
Form 1095 for all Full Time employees in 2017, sent electronically to
City of Richmond, and Form 1095 will be mailed via USPS First Class to
all recipients.
Transmittal Form 1095 to
he IRSAIR platform
Form 1094 will be transmitted along with all Form 1095 for City of
Richmond's 1 FEIN to the IRS via an electronic feed.
BenefitScape Proposal City of Richmond TY2017
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BenefitScape
Backgrounds and Assumptions
BenefitScape's services will be provided to employees described below:
City of Richmond Plans
Estimated Full-time Eligible employees 550
Retirees TBD
COBRA employees TBD
TOTAL;: _
About City of Richmond
Employees included in the scope of this RFP'are currently reported under one (1) Federal Employee
Identification Number (FEIN). City of Richmond is Self -Funded.
Availability of Data.Sources.
1. Basic Demographic Information
City of Richmond's employeepayroll data and health benefits data may be located in multiple systems.
Generally, human resource information, benefit offer information and retiree and COBRA information
resides in the Employee InformationUddule of the HR1S system.
2. Employee Benefit Information
Benefit offer information will be provided based ,upon policy and collective bargaining agreements to
include coverage that was declined: by employees. Additionally„retiree insurance offer data and COBRA
will need to be provided.
Data available from the systems includes, but is not limited to, the following:
• Unique Employee ID / Employee Social Security
Number
• Employee Home Address
• Employee Work Address
• Employee Work Department
• ` Employee Union (if applicable)
• Employee Start Date
• Employee Leave Code
• Employee Termination Date
Employee Job Classification
Employee Leave of Absence Date
• Employee Status (Full -Time, Part -Time,
Temporary, Seasonal
• Employee Biweekly Wage ,
• Organization Chart (span of control)
BenefitScape Proposal City of Richmond TY2017
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-BenefitScape
Overview of Services
BenefitScape is ideally situated to satisfy City of Richmond's requirements because we are solely focused
exclusively on ACA Compliance and Reporting. The following briefly describes the proposed services that
will ensure a successful IRS Reporting project for City of Richmond for Tax Year 2017.
1. Project Management
A) Discovery
BenefitScape will perform a review of all City of Richmond's programs, policies, and
procedures that relate to the ACA Compliance Process. BenefitScape will workkwith City of
Richmond to review their compliance process; communicate the necessary information
required by the IRS for the AIR e-Filing program, and coordinate the collection and transfer
of data.
B) Submission Quality Assurance
Throughout the process, BenefitScape will track all the activities against'1RS requirements
and perform quality assurance testing to ensure an accurate transmission of all of City of
Richmond's employee Form 1095 data, Form 1094, and required manifests.
C) Produce Tax Year 2017 ACA Compliance Receipt
BenefitScape will provide City of Richmond with an end -of -project report which will
document the ACA Compliance activities undertaken on their behalf, their outcomes, and a
compendium of the IRS transmissions, associated transmission receipts, and IRS status to
act as evidence of a successful Tax Year 2017 Transmission.
D) Post Production Support
BenefitScape will continue to be available to City of Richmond after the e-Filing process to
clarify any data. within the ACA Compliance Receipt oranswer questions for future Tax Year
planning. If City of Richmond determines that they would like to make adjustments. to the e
Filed Authoritative Transmission;data, BenefitScape will discuss the requirements and
perform the desired changes. BenefitScape will lend support to City of Richrriond in
defending against any Health Exchange or Marketplace Appeal notices.
2. Data Processing
A) Data Collection and Review
BenefitScape will prepare a private, secure file sharing environment for City. of Richmond.
Only City of Richmond authorized ,staff and BenefitScape-assigned Analysts will .have access
to this environment. This is the location that all data files will be maintained,
BenefitScape will compile the required data from the sources that City of Richmond is able to
provide. This may include files generated by City of Richmond's systems, spreadsheets, flat
files etc. BenefitScape will. analyze the data and advise City of Richmond on the adequacy of
the provided data to achieve a successful ACA filing.
BenefitScape Proposal City of Richmond TY2017
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BenefitScape
Eq: Data Transformation
BenefitScape will transform and import City of Richmond data into our proprietary software,
and through our tools, will create IRS AIR compatible formatted files. Having the data in '
BenefitScape will facilitate any Error Analysis and Remediation work later in the process. If it
is found that any Form 1095 requires substantive corrections to enable a successful e-Filing
to proceed during the Data Transformation or Error'Remediation; BenefitScape will provide
City of Richmond with a report detailing the number and types of changes that must be
made. BenefitScape will leverage the unique features of their software to make Form 1095
changes without altering the original data. As City of Richmond's IRS submission must
reflect what was included on the form, BenefitScape will produce corrected forms and the
changed forms will be re -transmitted to the IRS.
3. Pooduction and Fulfillment
AR Form Production and Fulfillment
BenefitScape will print and distribute all Forms 1095 with data collected from City of
Richmond through USPS First Class.
Eq Form Reprint
If City of Richmond reports any corrections needing to be made on any Form 1095,
BenefitScape will correct, reprint, and distribute these forms prior to the IRS e-Filing.
IRS e-Filing
BenefitScape will produce Form 1094 and the manifest documents used.for e-Filing with .
data collected from City of Richmond. As an IRS. authorized e-Filing service provider with a
Transmission Control Code (TCC), BenefitScape will transmit City of Richmond's ACA
documents to the IRS. Each transmission is archived, its status monitored, and all IRS
ieceipts recorded.
4 WffltionalServices
=Aj Error Analysis and Remediation
Unlike _e-File service providers who are primarily focused on W2 and 1099 forms,
BenefitScape is solely,focused on=ACA Reporting. BenefitScape is equipped to address any
IRS reported.erors and should any errors be reported by the IRS after transmission;
BenefitScape will analyze all ERROR codes, identify the individuals that are associated the
errors, and produce a summary detailing the results of the analysis. Benefit$_ cape will review
the analysis with City of Richmond. City of Richmond has the opportunity o. review the form
data for each IRS reported error to identify if any change is needed•.If the IRS error is not
truly an error,' no change will be'made. if the Form 66) or 1094 does require changes, .C.iry ...
of Richmond will. populate an error correction spreadsheet with .the corrected data.
BenefitScape will create a "Correction Transmissions" using theccr"e ed.data and a File'.
_those transmissions to the'IRS..
BenefitScqge Proposal City of Richmond TY2017 5
E)(HIi IT _ PAGF,QF1541
BenefitScape
Statement of Work and Cost
Project Activity J Comment Cost
BeneftScape reviews City of. Richmond's TY2016 Reporting and
Discovery Compliance resu6'io determine where process improvements can $2,400.00
ry be M.
BenefitScape will develop all Plan details, Safe Harbor
elections, data formats, data transmission modes, and frequency.
Submission Quality Continuous customer communication and quality reviews with City
Assurance of Richmond to ensure successful filing: -
Produce Tax Year, 2017 BenefitScape will provide City of Richmond with an end -of -project
ACA Compliance Receipt report which will document the ACA compliance activities
undertaken on their behalf.
Post Production Support Address all of City of Richmond's ACA Compliance questions for
TY20:17 .
t
Data Collection and Production files are provided by City of Richmond, including DEC ,
Review 2017 data. BenefitScape: builds out the production database: $3,500.00
Data Transformation All data is edited /prepared and Form 1005 PDFs are submitted to
City of Richmond for approval.
Form Production and
Fulfillment
BenefitScape will print and distribute all Fortes 1095 with data
collected from City of Richmond through USPS First Class.
$1,100.00
$2•00%Form 1.095
Estimated 5501095
If City of Richmond re ports any corrections needing -to be made on
No charge for up to 5%
of the total number of
Form Reprint
a Forth 1095. BenefitScape will correct, reprint, and distribute these
production Forrtr1095
forms prior to the IRS e-Filing.
$5.00 per Fonn in
excess of 5%
$1500.00...
e-File to IRS AIR
SeneffiScape will electronically tmrismit.City of�Richmond's Fomis
1094 and 1095
$1,$00,00/FEINT@ 1
FEIN
Error Anaiysls and BenefitScape will wont with City of Richmond to address. any IRS.
Remediation generated errors: $5,00/per correction
Payment Terms
BenefitScape will invoice 50% after Service Agreement is signed. Remaining 50% wilt be invoiced after final IRS Transmission
Filing Receipt is provided to City of Richmond. Final billing will be adjusted to account for any IRS -generated corrections or
Forth reprints greater than 5%.
BenefltScape Proposal City of Richmond .TY2017 6
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BenefitScape
Data Security
BenefitScape takes all reasonable steps to safeguard any information' our customers share with
us. All sensitive data that is stored in databases is encrypted at the database level. All
communication is encrypted when sent to the site.
Features + Description
Protection during file transfer between City of Richmond and BenefitScape .
File Transfer BenefitScape contracts with.Citrix to utilize its secure and HIPAA compliant
ShareFile service..The service is accessed by City of Richmond by utilizing
SSL/TLS protocols to protect authentication, authorized and file transfers.
High -Grade As Cityof Richmond and BenefitScape transfer files using ShareFile, all data
Encryption in transit is protected by a minimum of 128-bit encryption protocols.
No email BenefitScape will not send any ell data over the public network using email.
It advises City of Richmond to avoid doing the same.,
Data Protection during storage
Datacenters
Citrix uses SSAE 16 Type II accredited or ISO 27001 certified datacenters to
host the SaaS application and metadata. All files are stored in SSAE116 Type
11 SOCI, SOC2, and ISO 27001 accredited datacenters with high availability
and durability ratings.
Encryption
ShareFile stores City of Richmond files at rest using AES 256-bit encryption, a
Federal Information Processing Standards (FIPS) encryption algorithm.
Redundant Storage
All files are stored in replicate with leading Infrastructure -as -a -Service (laaS)
providers to ensure high file durability and availability.
Controlled access to data
BenefitScape Analyst
We permit only authorized parties trained in the proper handling of sensitive
customer information to access data. Access is on a need to know basis.
Parties who violate our Security Policy are subject to disciplinary action
including termination and legal action.
City of Richmond
Only those individuals who have been identified by City of Richmond are
invited to the secure ShareFile system and provided usernames.
Protection during data transfer between BenefitScape and IRS
A2A Channel
A secure channel is created between BenefitScape and the IRS using 2048-bit
keys to conduct eFiling transmission
UI Channel Those times that BenefitScape utilizes the IRS' UI Channel to eFile; all
communication takes place over secure HTTPS connections
Protection when printing IRS forms
Secure Print Facility BenefitScape will print all forms securely and onsite. The office location is
monitored 24/7.
Masking Sensitive BenefitScape masks employees' Social Security Numbers as authorized by
Data the IRS. Only the last four digits are placed on the forms.
BenefitScape Proposal City of Richmond TY2017
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BenefitScape
Guarantees BenefitScape Will Offer
BenefitScape will guarantee the timely creation and fulfillment of the IRS reporting for City of Richmond.
All 1095 forms for City of Richmond will be sent to eligible recipients via USPS First Class by the IRS -
required date of March 2nd, 2018.
City of Richmond's IRS eFlling will be transmitted by the IRS -required date of April 2"d, 2018.
We will adhere to this guarantee for as long as City of Richmond data is provided to us in corrected form
by the date mutually agreed upon by BenefitScape and City of Richmond.
Conclusion
BenefitScape is prepared to assist City of Richmond in completing their ACA Compliance and IRS
Reporting requirements for Tax Year 2017.
IRS reporting -is. a perfect task to outsource because the IRS required coding structure, XML format
required and. the transmission technology to IRS AIR presents the challenges of a new requirement and .
system. The inflexible timeframe for report delivery and'the year-end constraints on Information
Technology resources are difficult obstacles to overcome:
We look forward to working with you on this project.
BenefitScape Proposal City of Richmond TY2017
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BenefitScape
Service Agreement
This Agreement (the "Agreement") is entered into by and between Benefit Coordinators of America,.LLC, a Massachusetts
corporation doing business as ('BenefitScape', with offices at 12 Walnut Street, Suite 21 Natick, MA 01760, and City of
Richmond, ("the Customer"). This Agreement is made this day, February 7, 2018 ("Effective Date) BenefitScape and
Customer each desire that BenefitScape perform certain services for Customer, subject to the terms and conditions of this
Agreement. In consideration of the mutual covenants and agreements fisted, the parties agree as follows:
1 SERVICES
a) BenefitScape shall undertake and perform the Service(s) specified in Exhibit A, Statement of Work and Cost ('SOWGI,
which contains the tasks performed in detail.
b) Any changes to the Services shall be made in a writing signed by authorized representatives of each party ("Change Ordee).
BenefitScape shall respond to written requests for changes to the Services within a reasonable amount of time after receiving
such request The response shall include an estimate of cost and time period anticipated to complete the requested changes.
2 BENEFITSCAPE FEES
The CUSTOMER agrees to pay Fees for.the Services as outlined briefly in detail in SOWC and specified in any mutually
executed Change Orders.
PAYMENTTERMS
BenefitScape shall bill the Customer as per the payment amounts and schedule outlined in SOWC between BenefitScape
and the Customer. The Customer shall pay all invoices net upon receipt of the invoice via the payment method set up by the Customer and BenefitScape.
3 LIMITED WARRANTY
a) BenefitScape shall perform all Services in a professional and workmanlike manner using a Commercially reasonabledegree of
care. This warranty is made solely to Customer and. Customer may make no.re
BenefitScape's behalf. presentations, or warranties to any. third .party on
b) If customer believes that a.Service was not performed in accordance with thelimited warrantyin Section 4(a); Customer shalt promptly notify. BenefitScape in writing of such non -conformity. Customer's sole remedy and BenefitScape's exclusive liability
for a lireach of this limited warranty shall be for BeneftScape to re -perform the non- conforming Service, one-time only, within
thirty (30) days of SenefitScape's receipt of Customer's notice of non -conformity.
c) Except as specifically'set forth in this Section 4, BenefitScape makes no representations, conditions, warranties,.or
guarantees, statutory or otherwise, either express or implied. BenefitScape expressly disclaims all other conditions or .
warranties statutory or otherwise including' but not limited to the implied warranty of title fitness fora particular purpose and
merchantability.
4 LIMITATION OF LIABILITY
a) In no event will SenefitScape be responsible for any delay or failure to Perform its service under this. agreement which delay
or failure is Caused in whole or in part, directly or indirectly, by the.failure of delay of customer to'pe
this agreement rform its obligations under
b) BenefitScape's entire liability to customer arising out of BenekScape's provision of,°or failure, or delay in providing services_
under,this agreement regardless of the form of any claim or action or theory of liability including without frmliation contract,
tort, or warranty, shall be limited to the total amounts actually paid to BenefitScape by'the customer for the service during the
preceding 12 months, Pursuant to section 2.
c) BenefitScape shall. be excused from its obligation to perform its obligation under this Agreement in -the event and to the extent
that its ability to perform such obligations is delayed or prevented by any circumstances beyond its°control, including, but not
limited to, fire, utility, flood, epidemic, act of God, labor.dispute, unusually severe weather conditions or civil disturbance.
d) If the customer gets BenefitScape the data on time, and City of.Richmond incurs a penalty affeoted 6y actions taken by
BenefitScape, City of Richmond shall not be responsible for those penalties.
BenefitScape Proposal City of Richmond TY2017 g
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BenefitScape
5 CONFIDENTIALITY AND RETURN OF DATA
BenefitScape and Customer agree that certain information supplied by each to the other related to the performance of
Services or otherwise under this Agreement may be proprietary or confidential. Any such information that is marked or
otherwise reasonable identifiable as proprietary or confidential, including any Personally Identifiable information on specific
employees:
a) , Shall. be held in confidence by the receiving party with at least the same degree of care as it uses to keep its own proprietary
information confidential, which shall in no event be less than reasonable care, . .
b) May be disclosed by the receiving party to its directors, officers, employees, or agents who need to know such information for
the sole purposes of providing or receiving Services under this Agreement,
c) Shall be used only for the purposes of providing or receiving Services under this Agreement, and
d) Shall be returned to Customer v&hin 30 days upon request after all invoices have been paid.
6 TERM AND TERMINATION
a) The tern of this Agreement shag commence on the Effective Date and shall continue for a period of twelve (12) months.
b) Upon the expiration of this Agreement, (a) BenefitScape may immediately cease providing Services under this Agreement,
and (b) all payment obligations of Customer under this Agreement will become due and payable immediately. The obligations
of Customer to pay BenefitScape for any fees or expenses accrued or incurred as of the expiration of this Agreement shall
survive the expiration of this Agreement.
c) The provisions of Sections 3,4,5, and 6 shall survive the expiration of this Agreement.
7 - MISCELLANEOUS
a) Relationship of Parties The relationship of BenefitScape and Customer established by this agreement is that of independent
contractors, and nothing contained in this Agreement shall be construed (i) to give either party the power to direct or control
the day-to-day activities of the other, (i) to deem the parties to be acting as partners, joined ventures or otherwise as
participants in a joint undertaking (iii) to allow either party to create any obligation on behalf of the other party for any purpose
whatsoever, or (W) to constitute, or be deemed to constitute; either party as a franchisee of the other.
b) Assignment -This agreement shall be binding upon and shall inure to the benefit of the parties and their respective successors
and permitted assigns. Neither this Agreement nor the rights or obligations of the parties hereunder may be assigned,
subleased, or transferred (by operation of law or otherwise) by either party without the express written consent of the other
parry, which, consent shall not,be.unreasonably withheld,: provided that BenefitScape may -assign this Agreement as part of
the,sale-or.all or substantially all of the business or assets of BenefitScape (whether by means of a merger, stock sale, asset
sale or otherwise).
c) Notices Any notice required, or permitted to be delivered by this Agreement, shall be in writing and shall be delivered by hand
or sent (postage prepaid), by certified mail or by a reputable overnight couderservice. Any such notice shall be delivered or
sent to the signatories below, at the'address set forth in the introduction to this Agreement
d) Entire Agreement This Agreement (together with all attachments and exhibits) constitutes the entire agreement between
BenefitScape and Customer with respect to the subject matter hereof and supersedes and terminates all prior agreements,
representations, statements, and understandings with respect to such subject matter. This Agreement may be modified or
amended only by the written agreement of BenefitScape and Customer.
e) Goveming Law This Agreement and any disputes between the parties relating to the subject matter of this Agreement shall be
govemed.by. and construed in accordance with, and any arbitration or court actions hereunder shall apply, the laws of the
Commonwealth of Massachusetts. The parties hereto consent settling any and all disputes arising under or in connection with
this Agreement via binding arbitration.in Boston, Massachusetts, subject to the commeraal.rules of the American Arbitration -
Association. However, each party shall have the right to institute judicial proceedings against the other party or anyone acting
by, through or under such other party, in other to enforce injunction or similar equitable refief. .
f) Sections Headings Captions and section.. headings are used herein for reference, purposes only and shall not control or after
the meaning of this Agreement as set forth in the text.
g) Authorized Signatures Each party represents. that () it has the legal right to enter into this Agreement and perform its
obligations hereunder and (n) the person signing this Agreement on its behalf has been duly authorized to bind such party to
perform its obligations hereunder
J .
BenefitScape Proposal City of Richmond 1Y2017 10
PACE
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BenefitScape
IN WITNESS WHEREOF
BenefitScape and Customer have signed this Agreement on the respective dates set forth below:
IEXHINT
City of Richmond
Or
EXHIMT
PAGE
Name (Print))
Date
t�
BenefitScape.
Kenneth Phillips
Name (Print)
February 7, 2018
Date
BenefitScape Proposal City of Richmond TY2017
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BenefitScape
Exhibit A: Statement of Work and Cost
Project Activity Commenty
Cost
ts•�'` ,r%'�` r � .� 3i � �' � �k
>s., `dryly i. t Otis
1 '�rojeci`Managem'ent s ` �
_
8enefitScape reviews City of Richmond's N2016 Reporting and
Discovery
Compliance results to determine where process improvements can
$2,400.00
be made. BenefitSgpe will develop all Plan details, Safe Harbor
elections, data formats, data transmission modes, and frequency.
Submission Quality
Continuous customer communication and quality reviews to ensure
Assurance
successful filing.
Produce Tax Year ACA
BenefitScape will provide City of Richmond an end -of -project report
Compliance Receipt
which will document the ACA compliance activities undertaken on
their behalf.
Post Production Support
Address all of City of Richmond's ACA Compliance questions for
N2017
Data Collection and
Production files are provided by City of Richmond including DEC
Review
2017 data. BenefitScape builds out the production database.
$3,500.00
Data Transformation
All data is edited /prepared and PDF forms are submitted to City of
Richmond for approval.
u an t� crier
F
a
-
-
Form Production and
Production and mailing distribution of Form 1D95 via USPS First
$1,100.00
Fulfillment
Class.
$2.00/For m 1095
Estimated 550 1095
No charge for up to 5%
If City of Richmond reports any corrections needing to be made on
of the total number of
Form Reprint
a 1095, BenefdScape will correct, reprint, and distribute these forms
production Form 1095
prior to the IRS e-Filing.
$5.00 per Forth in
excess of 5%
$1,s0o.ao
e-File to IRS AIR
BenefitScape will electronically transmit City of Richmond's 1094
and 1095 fortes
$1,500.00/FEIN @ 1
t�
FEIN
itro d.4: al. n rir _
Error Analysis and BenefitScape will work with City of Richmond to address any IRS
Remedlation generated errors
$5.00/per correction
Payment Terms
BenefitScape will invoice 50% after Service Agreement is signed. Remaining 50% will be invoiced after final IRS Transmission
Filing Receipt is provided to City of Richmond. Final billing will be adjusted to account for any IRS -generated corrections or.
Form reprints greater than 5%.
BenefitScape Proposal City of Richmond TY2017
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