Loading...
CM-2024-332 - 12/31/2024Sv07052019 1 Employee Benefit Statement Service Agreement THIS AGREEMENT is entered into on10/17/2024between Navia Benefit Solutions(“Navia”), located at 600 Naches Ave SW, Renton, WA 98057 and City of Round Rock, TX ("Customer"), located at 231 East Main Street, Suite 100, Round Rock, TX 78664. WHEREAS, both companies wish to enter into this agreement whereby Navia shall render services to Customer related to employee benefit statement services.Naviaand Customer agree as follows: 1.Duties of Navia. a. Navia shall produce a personalized benefit statement for each participating employee of Customer as well as a summary report. It is also agreed that Navia shall furnish a proof including numbers and text for the benefit statements for review and approval before distributingthe statements. b. Navia agrees to exercise reasonable care and caution in reporting all data contained in the benefit statements. However, Naviamakes no expressed or implied guarantee as to the accuracy of the statements. Customer, therefore, agrees to check all data supplied in the proof copy for content and accuracy. 2.Duties of Customer. a. Customer shall provide Navia with all such information, as Navia requires in its sole discretion, to produce the employee benefit statement project including but not limited to text, employee data, benefit information, applicable logo, mailing address, design formatand delivery method. b. All data must be submitted withinsix (6)months after the signing of this agreement. This time limit may be extended should such extension meet the mutual agreement of Customer and Navia. If this time limit is not met and an extension is not obtained, this agreement may be cancelled by Navia, and the down payment shall be forfeited. c. All employee data and benefit information shall be furnished to Naviaby Customer in the format authorized by Navia. d. Customer shall review proof of numbers and text for the benefit statements and provide final approval for distribution of statements. e. If Customer requested delivery method is USPS, Customer authorizes Naviato use presort mailing services. f. If the project is not completed within two (2)months of data submission due to delays by Customer and no extension has been granted, the down payment shall be forfeited and Naviashall invoice for services performed. 3.Confidential Information. a. All data obtained by Naviafrom Customershall be held in confidence and shall not be made known to other persons, parties or businesses without permission from Customer. b. Throughout the course of this Agreement, Navia may receive or have access to confidential records provided by Customer related to compensation including salary, paid time off, employer paid benefits and other contributions made on employees’ behalf.However, under no circumstances will Customer sharerecords related to private health information (PHI), social security numbers, HIPAA data, financial payments or financial transaction recordswith Navia. c. Confidential information shall not include information or materials that are or become generally known as public information. d. Naviawill use and disclose confidentialinformation solely and exclusively for the purposes for which the confidential records, or access to it, is provided pursuant to the terms and conditions of this Agreement, and will not use, sell, rent, transfer, distribute, or otherwise disclose or make available confidential records. Sv07052019 2 e. Both during and after the term of this Agreement, Customer shall hold for Navia’s benefit and shall not use or disclose to any third party any trade secrets, or confidential information, knowledge, or data relating to the subject of this Agreement or materials relating to the Navia’s operations, business, or affairs including, without limitation, pricing proposals or pricing agreements. This restriction will not apply to disclosure to legal, tax or financial advisors; provided those advisors are notified of this provision and the advisors agree to use their respective best efforts to protect against any further disclosure by these persons. 4. Relationship of Parties. Customer and Navia acknowledge and agree that Navia is retained under this Agreement to provide employee benefit statements for Customer. The parties further acknowledge that Navia is an independent contractor and not a joint venture with or partner, agent or employee of Customer. Nothing contained in this Agreement shall be deemed to permit either party to conduct business in the name of or on account of the other party, or to act on behalf of or bind the other party in any manner whatsoever, except for the taking of actions by Navia on behalf of Customer in the fulfillment of Navia’s duties under this Agreement. 5. Reliance by Navia. Navia shall be fully protected in relying upon representations by Customer set forth in this Agreement and communications made by or on behalf of Customer in effecting its duties under this Agreement. Customer represents that the signatory to this Agreement is authorized to enter into such Agreement on behalf of Customer. 6. License. For the duration of this Agreement and strictly for the purposes stated herein, Customer grants to Navia a limited non-exclusive, revocable, and royalty-free license to use Customer’s names, logos, service marks, and trademarks solely for the purposes of allowing Navia to perform its obligations hereunder. Except as stated in the Agreement, no other rights or licenses with respect to any intellectual property is granted hereunder, and this license, unless previously revoked by Customer shall terminate upon the expiration or termination of this Agreement. 7. Indemnification of Customer. Navia agrees to indemnify and hold harmless the Customer from all direct loss, cost, damages, claim, liability lawsuit or expenses including attorney fees resulting from or arising out of this Agreement due to Navia’s willful and intentional misconduct or criminal conduct or gross misconduct. Regardless of any other provision in the Agreement, the Navia’s maximum obligation to pay or indemnify the Customer will be limited to the total fees received by the Navia under this Agreement for the prior twelve months. 8. Force Majeure. Navia shall not be liable for failures or delays in performance which are caused by natural disasters, strikes, war, utility outages, communication outages, or any other circumstances which could not have been reasonably foreseen and avoided by commercially reasonable action, or are beyond the reasonable control of Navia. Navia shall be excused from performance under this Agreement for the duration of the effects of such circumstances. 9. Third Party Beneficiaries. The parties do not intend, by the execution of this Agreement, to provide any rights to third parties under this Agreement. 10. Effective Date of Services and Term of Agreement. The "Effective Date" for commencement of service rates shall be 10/17/2024. This Agreement may be terminated as provided in Section 11 below. Term of this Agreement is defined as starting on the effective date and ending 30 days after mail or electronic delivery has been completed by Navia. 11. Termination of Agreement. Either party may terminate this Agreement without cause after sixty (60) days written notice to the other party of their intent to terminate. 12. No Implied Licenses. Except as expressly specified in this Agreement, nothing in this Agreement shall be deemed to grant to Customer, by implication, estoppel or otherwise, license rights, ownership rights or any other intellectual property rights in any software, literary works, other works of authorship, specifications, design documents and analyses, programs, documentation, reports, and similar work product produced by Navia. 13. Entire Agreement, Amendments And Modifications. This Agreement represents the entire agreement between the parties, and there are no oral or other written agreements or understandings between the parties affecting this Agreement, or related to the services to be provided by Navia or duties undertaken by Customer under this Agreement. This Agreement Sv07052019 3 supersedes all previous agreements between the parties. This Agreement may be amended only by a written agreement executed by Customer and Navia. 14. Governing Law and Jurisdiction. This Agreement shall be governed by and construed under the laws of the State of Ohio. If any provision of the agreement is held to be invalid in any court of competent jurisdiction, such finding shall not invalidate the remainder of the Agreement. With respect to any claim arising out of this Agreement, (a) each party irrevocably submits to the exclusive jurisdiction of the courts of the State of Ohio and (b) each party irrevocably waives any objection which it may have at any time to the venue of any suit, action or proceeding arising out of or relating to this Agreement brought in any such court and irrevocably waives any claim such suit, action or proceeding is brought in an inconvenient forum and further irrevocably waives the right to object, with respect to such claim, suit, action or proceeding brought in any such court, that such court does not have jurisdiction over such party. 15. Permissions (use of Customer name and sample statements). Navia has Customer’s permission to use the Customer name in advertising and marketing brochures. Naviahas Customer’s permission to use samples of the benefit statements including Customer logo to be used only for purposes of showing samples of myBenefitStatements' customized design options. Navia does not have Customer’s permission to use Customer name or generic samples. Accepted by Customer Accepted by Navia City of Round Rock TX Navia Benefit Solutions Signature: Signature: Name: Name: Title: Title: Date: Date: Pricing. Payor agrees to pay the fees outlined below plus the cost of USPS postage or FedEx fees. Project work will commence upon receipt of down payment. Down payment is not refundable. The final invoice is calculated based on either the listed minimum or the actual number of statements produced, whichever is greater, plus the cost of USPS postage or FedEx fees less Payor’s down payment. All invoices will be sent to the Payor via email unless otherwise requested and are due within 10 days of receipt, payable to Navia Benefit Solutions. Type of Statement Letter-size Minimum number of Statements 1163 Cost per Statement $6.83 Estimated Total Cost $7,943.29 Down Payment due to start project (50%)$3,971.65 Payment terms accepted by: Broker Customer I agree to the fees outlined above. Payor Signature: _________________________ Name: __________________________ Date: _______________ 01/02/2025 Tina Boyd Secretary Brooks Bennett Brooks Bennett City Manager 01/06/2025 01/06/2025 Sv07052019 4 Invoice Preferences Invoicing for the down payment of your project will be executed upon receipt of the signed service agreement. The final invoice will be sent following the completion of your project. Please provide the contact information for the invoices below. Company Name City of Round Rock, TX Company Mailing Address 231 East Main Street Suite 100 Round Rock, TX 78664 Project Contact Name Tyler Jarl Project Contact Email tjarl@roundrocktexas.gov Purchase Order Number (if applicable) Down Payment Billing Contact Name Down Payment Billing Contact Email Final Invoice Billing Contact Name Same as above Final Invoice Billing Contact Email Same as above If you have any questions completing this form, please contact our Accounting Administrator, Tamara, @ 937.668.7437 or email TMcGeary@NaviaBenefits.com.