CM-2025-221 - 9/12/2025 Consova Master Services Agreement
This Master Services Agreement("Agreement")is entered into as of the date signed below by
Consova LLC (the"Effective Date")by and between City of Round Rock (hereinafter"Client")
and Consova LLC (hereinafter"Consova"). Client and Consova shall be referred to in this
Agreement individually as a"Party" and collectively as the "Parties".
This Agreement creates a set of master legal terms and conditions that apply to all services
performed for, and reports or other items delivered to, Client by Consova("Services")as described
in statements of work or other exhibits that are now, or in the future may be, attached or
incorporated by reference into this Agreement("Statements of Work"). The Parties agree that this
Agreement shall govern in the event of any conflict between this Agreement and a Statement of
Work, except where the Statement of Work specifically by its terms amends this Agreement or
where the Statement of Work supplies a term on which this Agreement is silent.
If Client is acting as plan sponsor of an employee benefit plan to provide health and welfare
benefits for Client's current and former Employees and other eligible plan participants and their
eligible dependents(hereinafter the"Plan"), such Plan must be identified in any attached Statement
of Work that describes Services being performed for Client as the Plan sponsor. If Client is a
consultant to, or agent of, a plan sponsor of a Plan,then such Plan must be identified in any attached
Statement of Work that describes Services being performed on behalf of the Plan and all references
to Employees and their eligible dependents shall be deemed to refer to Employees of the Plan
sponsor and their eligible dependents.
The Parties agree to the following:
1. Agreement Term and Scope.
The term of this Agreement shall begin upon the Effective Date and continue until terminated in
the manner permitted by this Section 1, or as permitted by the terms of any Statement of Work.
Either Party may terminate this Agreement at any time upon thirty (30) days prior written notice
to the other Party. If either Party has materially breached any term of this Agreement, then the
other Party may terminate this Agreement if the breaching Party fails to cure its material breach
within 10 calendar days after it has received written notice specifying the material breach from the
other Party. Upon termination of the Agreement for any reason, Consova will send all eligibility
information and all material collected on behalf of Client that are in Consova's possession to
Client.
2. Information
Consova shall be entitled to rely on the accuracy, completeness and reliability of all information
provided by or on behalf of Client, and on all written decisions and approvals of Client(including
information supplied by current and former employees and other eligible plan participants,
hereafter referred to as "Employees," and their eligible dependents). Consova shall have no
responsibility to correct, investigate or locate any such information that is incorrect or missing,
such as names, dates of birth, addresses or similar information. Client shall be solely responsible
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CM-2025-221
for applying independent business judgment with respect to eligibility and other decisions Client
makes after reviewing Consova's Services and work product (including decisions on
implementation or other course(s)of action), and Client shall be solely and exclusively responsible
for the effect of such decisions.
3. Confidentiality; Intellectual Property
(a) Each Party will have access to, and may make available to the other party,information that
the disclosing Party and its agents, Employees or contractors regard as "sensitive," "confidential"
or"private,"whether or not such information is marked or designated as confidential or proprietary
information by the disclosing party ("Confidential Information"). Each Party shall protect the
other's Confidential Information in the same manner as it protects its own confidential information
of like kind(which shall be protected at least in the manner required by applicable laws,regulations
and contracts, and in not less than a reasonable manner). The Parties shall not disclose any other
Party's Confidential Information to any third party during or after the term of this Agreement,
unless a Party is: (i)required to disclose such Confidential Information by law, subpoena or other
lawful court order, and (ii) the Party who is subject to such law, subpoena or other lawful court
order gives the Party who originally supplied such Confidential Information reasonable advance
notice of the pending disclosure. Without limitation, the terms of this Agreement, the details of
any Services provided by Consova (including, but not limited to, the Dependent Verification
Program and process), Consova's related know-how and any documents or data generated by
Consova in the performance of its Services under this Agreement are "Consova Confidential
Information." Consova recognizes the sensitive and confidential nature of the data that will be
provided to it pursuant to this Agreement, and Consova agrees (i)to treat any information or data
received from Client or Employees as Confidential Information, regardless of whether such
information is marked or designated as such; (ii) to ensure that the data is used solely for the
purposes expressed in this Agreement; (iii)to ensure that the transmission, handling, storage, use
and eventual elimination of this data will preserve the confidentiality of same and will only be
viewed by Consova employees with a need to know such information; and (iv)to comply with all
applicable laws and regulations related to confidentiality of the data. Consova understands and
agrees that it may be required to execute one or more Business Associate Agreements or related
contracts mandated by HIPAA (as amended by HITECH) concerning use and disclosure of
protected health information and related data if requested by Client and required by law.
(b) Client agrees that it will only use any reports or information generated by performance of
the Services to the extent permitted by this Agreement and applicable law. Except as otherwise
specifically provided in any Statement of Work, Consova does not transfer or assign to Client any
copyright, trademark, patent, trade secret or other intellectual property rights or interests of any
kind (collectively, "Rights") of Consova in the Services or any related know-how. Any Rights
and related know-how and other Consova proprietary or Confidential Information used to perform
the Services, or included in any deliverable, including but not limited to software, appliances,
methodologies, code, templates, tools, policies, records, working papers, knowledge, or
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screenshots or patentable subject matter of any kind (collectively, "Consova Information"), shall
remain the exclusive property of Consova.
4. Fees and Payment; Agreed Upon Scope of Services
(a) Client shall pay Consova the fees for the Services as set forth in the fee schedule contained
in the applicable Statement of Work. Client shall also be responsible for paying all applicable
taxing entities for any taxes arising out of this Agreement or the Services, not including taxes
imposed on Consova's income or arising from the employment relationship between Consova and
its personnel (such as payroll and withholding taxes for Consova employees). If Client fails to pay
any invoiced amount by the due date, Consova may, without limiting its other remedies at law, in
equity or otherwise: (a) charge Client interest on the unpaid amount at the lesser of one and one-
half percent(1-1/2%)per month or the maximum rate allowed by law, and(b)at Consova's option,
suspend, cease to provide or stop work until paid in full. Client shall be responsible to Consova
for all costs and fees (including, but not limited to, court costs, collection fees and reasonable
attorney's fees) in the event that Consova pursues any efforts against Client to collect past due
amounts from Client under this Agreement or any Statement of Work.
(b) Consova shall be obligated only to provide the Services specified in the Statements of
Work that are executed by both Parties. Any changes in such Services must be set forth in writing
and duly executed by the Parties.
5. Standards of Performance and Regulations; Representations and Warranties
Client acknowledges that the Services will involve analysis,judgment and other performance from
time to time in a context where the participation of Client or its agents or personnel are necessary.
Consova's sole warranty is that it shall perform its Services with the care, skill, prudence and
diligence under the circumstances then prevailing that a prudent person acting in a like capacity
and familiar with industry custom and practice would use in the conduct of an enterprise of a like
character and with like aims, in accordance with any standards or specifications expressly set forth
in this Agreement and applicable laws and regulations. Consova otherwise disclaims, and Client
acknowledges that it has not relied upon, any other express or implied warranties regarding the
Services, including all implied warranties of fitness for a particular purpose, merchantability or
performance. It is understood that unless Client and Consova agree otherwise,in writing, Consova
shall have no responsibility to update any of its work or re-perform any of its Services after its
completion. Consova reserves the right in whole or in part to decline to perform Services if
information comes to Consova's attention indicating that performing such Services could cause
Consova to be in violation of applicable law, regulations or standards or engage in a conflict of
interest. Client represents and warrants that it has all necessary right, power and authority to enter
into this Agreement,to provide the Confidential Information to Consova, and to perform the duties
and obligations required of Client by this Agreement, and that in doing all of the foregoing, Client
shall act in compliance with applicable laws and regulations including(but not limited to)HIPAA,
HITECH and ERISA.
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6. Indemnification and Risk Allocations; Limitation of Liability
(a) Subject to Section 6.(b) and Section 6.(c):
(i) Consova (acting as the Indemnifying Party) will indemnify and hold Client and its
subsidiaries and affiliates and each of their directors, officers, Employees and agents (each, a
"Client Indemnified Party") harmless against losses, liabilities, penalties, fines, costs, damages,
and expenses that such Indemnified Party incurs, including reasonable attorneys' fees and court
costs, arising out of claims or suits by persons or entities (other than a Party) against such Client
Indemnified Party for damages or injuries directly caused by the Indemnifying Party's material
breach of its obligations under this Agreement; and
(ii) Client (acting as the Indemnifying Party) will indemnify and hold Consova and its
subsidiaries and affiliates and each of their directors, officers, employees and agents (as"Consova
Indemnified Party") harmless against losses, liabilities, penalties, fines, costs, damages, and
expenses that such Consova Indemnified Party incurs,including reasonable attorneys' fees, arising
out of: (A) claims or suits by persons or entities (other than a Party) against the Consova
Indemnified Party for damages or injuries directly caused by the Indemnifying Party's material
breach of its obligations under this Agreement, and (B) claims or suits by Employees and/or their
dependents against a Consova Indemnified Party for damages or injuries arising from loss or
reduction of insurance or other benefits arising from Consova's performance of its obligations in
material compliance with its rights and obligations under this Agreement.
(b) In no event shall either Party be liable to the other Party or its officers, directors, employees
(including, with respect to the Client, its Employees and their dependents) and agents pursuant to
Section 6(a) or otherwise under or in connection with this Agreement or its subject matter under
any legal or equitable theory, including breach of contract, tort (including negligence), strict
liability and otherwise for: any incidental, consequential, special, enhanced, punitive, exemplary
or indirect damages, demands, costs(including but not limited to attorneys' fees), loss of business,
revenue, profits, productivity, lost data or downtime arising out of or related to this Agreement or
the Services, regardless of whether such persons were advised of the possibility of such damages
or losses or such damages or losses were otherwise foreseeable. Except as set forth in Section
6(c), an Indemnifying Party's total liability for its indemnification obligations under or in
connection with this Agreement for all claims, suits, losses or damages of any kind, in the
aggregate, shall in no event exceed the amounts paid and payable by Client to Consova under this
Agreement.
(c) The limitations on an Indemnifying Party's total liability for its indemnification obligations
under or in connection with this Agreement and the exclusions from liability in Section 6.(b) shall
not apply (i) where the claim, suit, loss or damage is a result of the Indemnifying Party's fraud,
gross negligence or willful misconduct, (ii) to claims or suits by Employees and/or their
dependents against a Consova Indemnified Party for damages or injuries arising from loss or
reduction of insurance or other benefits arising from Consova's performance of its obligations
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pursuant to this Agreement, or (iii) a breach of Section 3 by the Indemnifying
Party. Notwithstanding the foregoing, however,in no event shall the Indemnifying Party be liable
hereunder for any amount in excess of the insurance coverages carried by Consova under this
Agreement as set forth on Schedule 1 attached hereto.
7. Successors and Assigns
This Agreement is binding on each Party hereto and on each of its authorized successors, assigns,
heirs and legal representatives.
8. General Conditions
(a) No Party shall be liable for any delay or failure in performance due to circumstances
beyond its reasonable control.
(b) Except to the extent expressly provided herein to the contrary, no third-party beneficiaries
are intended under this Agreement, including, but not limited to, any current or former Employees
and/or their dependents. Nothing express or implied in this Agreement is intended to confer, nor
shall anything herein confer, upon any person other than the Parties and the respective successors
or assigns of the Parties, any rights, remedies, obligations, or liabilities whatsoever.
(c) No Party may use the other Party's name trade name, trademarks, service marks, copyright
protected information or other intellectual property without the prior written consent of the other
Party. Neither Party will make any public statement or press release regarding the terms of this
Agreement or any aspect thereof without the prior written approval of the other Party.
(d) This Agreement, including its formation and the Parties' respective rights and duties and
all disputes that might arise from or in connection with this Agreement or its subject matter, shall
be governed by and construed in accordance with the substantive laws of Colorado,without giving
effect to conflicts of laws or rules. The Parties mutually, expressly, irrevocably, and
unconditionally waive trial by jury for any proceedings arising out of or relating to this Agreement.
Except for actions to enforce Section 31 before either Party may file a complaint or commence or
seek other judicial action or relief, the Parties shall make every reasonable attempt to first resolve
any dispute between them through good faith negotiations by persons with authority to resolve
such dispute for at least thirty (30) days after written request of a Party and, if such dispute is not
then resolved by the end of such thirty (30) day period, at the written request of either Party, the
Parties shall participate in non-binding, mandatory mediation for up to eight (8) hours over one
business day to seek resolution of any claim, demand or dispute arising out of this Agreement or
related matters.
(e) Consova is an independent contractor and shall not be construed as having a trustee,joint
venture, agency or fiduciary relationship with the Client or its officers, directors, employees
(including, with respect to the Client, its Employees and their dependents) and agents.
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(f) No Party may make any assignment of any of its rights, duties or obligations to any third
party without the written consent of the other Party, which consent shall not be unreasonably
withheld.
(g) This Agreement, including any Statements of Work, Business Associate Agreement or
other attachments hereto or other agreements expressly incorporated by reference herein, sets forth
the entire understanding between and among the Parties regarding the subject matter addressed
herein, supersedes all prior and contemporaneous agreements, arrangements and communications
and may not be modified or amended except by the mutual written agreement of the Parties. If
any term hereof is found unenforceable or invalid this shall not affect the other terms hereof, all of
which shall continue in effect as if the stricken term had not been included.
(h) This Agreement may be executed in counterparts, each of which shall be deemed to be an
original, and both of which, taken together, shall constitute one and the same instrument.
Facsimiles of signatures and electronic signatures shall have the same force and effect as originals
for all purposes.
(i) The headings used in this Agreement are inserted only for the purpose of convenience and
reference, and in no way define or limit the scope or intent of any provision or part hereof.
9. Survival
The terms of Sections 1,3, 6,7, 8, 9, 10, 11, 12, and 13 shall survive termination of this Agreement.
10. Notices
All notices in connection with this Agreement shall be deemed given as of the day they are sent
by email,facsimile(with printed proof of receipt from the sending facsimile machine)or deposited
with a commercial overnight courier for delivery to other Party(ies) at the addresses listed below:
Consova LLC
Name: John Cratin, CGO
Address: 355 S. Teller St., Suite #200, Lakewood, CO 80226
Email iohn.cratin(ea�,consova.com
City of Round Rock
Name: Brooks Bennett, City Manager
Address: 221 East Main Street, Round Rock, TX 78664
Email: madam sgroundrocktexas.�,00vv
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It. No Waiver
No waiver of any breach of this Agreement by any Party shall constitute a waiver of any prior,
concurrent or subsequent breach of this Agreement by that Party.
12. Audit
Client shall have the right to conduct an audit of Consova's books and records created in the course
of performing the Services to ensure compliance with all terms and conditions of this Agreement.
Any such audit shall be conducted upon reasonable (at least 30 days') prior written notice to
Consova and shall not unreasonably interfere with Consova's business activities.If an audit reveals
that Consova has not performed in accordance with the requirements of this Agreement, then
Consova shall make internal process or other changes so that Consova performs in accordance
with the requirements of this Agreement. Consova will provide appropriate physical facilities,
system access, and a system demonstration for members of the audit team and system
documentation and data associated with the audit, upon the request of the Client. Consova will
provide access to workflow and customer service areas, as well as a description of Consova's
internal audit results, SSAE 16 reports, and quality control functions. Consova will reasonably
support Client's on-site audit activities and investigate all suspected errors using the same
techniques and diligence as if the errors were identified by Consova employees. Consova will
provide status reports identifying Consova's progress on issues identified as audit errors until such
errors are corrected. Consova also recognizes that Client shall have the right to audit Consova's
records relating to the performance of the Services by Consova when such audit is initiated by or
at the request of any government agency directed to Client.
13. Records Retention
Participant data and other data records of Client information will be maintained in accordance with
Consova's Records Retention Policy and applicable law.
14. Project Management
(a) Authorized Representatives. Each party shall designate an appropriate person or persons
(or designated alternates) as their respective authorized representatives. Consova's authorized
representative shall not be removed or replaced by Consova without the written consent of Client
provided further that Client shall have the right to ask Consova to substitute Consova's authorized
representative with another individual of equal or greater tenure and relevant experience at
Consova.
(b) Stewardship Meetings. Client's and Consova's authorized representatives, and other
representatives as appropriate, shall meet on a monthly basis, or more often as mutually agreed
upon, to discuss the parties' performance under this Agreement.
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IN WITNESS WHEREOF, the Parties have caused this Agreement to be signed and delivered
by their duly authorized representatives, as of the date signed by Consova below.
City of Round Rock Consova LLC
John CMtin
By: By:
Brooks Bennett John Cratin
Title: City Manager Title: CGO
Date: 09/12/2025 Date: 09/17/2025
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Schedule 1
Insurance in Force
Type of Amount of Insurance Policy Number Comments
Coverage Coverage Company Deductible
Business $3,000,000 State Farm 96-KJ-3325-6 $500 Deductible.
Policy Each Includes Business
Occurrence Property, Loss of
$6,000,000 Income, Business
Annual Liability, Medical
Aggregate Payments, Product
Completed
Operations. Hired
Auto Liability.
Commercial $5,000,000 State Farm 96-KJ-3326-8 $0 Deductible.
Liability Each Bodily Injury
Umbrella Occurrence Personal, Personal
Policy $5,000,000 Injury, Property
Annual Damage and
Aggregate Advertising injury.
Errors & $3,000,000 State Farm MCN0001944- $10,000
Omissions Each 61501 Deductible.
Occurrence
$3,000,000
Annual
Aggregate
Cyber& $5,000,000 Mountain C-4LRK- $50,000 Retention
Excess West Series of 041280
Lockton &CXS100267
7-00
Crime $1,000,000 Philadelphia PHSD157300 $10,000
Each Insurance 4 Deductible.
Occurrence Companies Includes Employee
$1,000,000 Theft, ERISA
Annual Fidelity, Computer
Aggregate and Funds
Transferred Fraud.
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Consova Statement of Work—Dependent Verification Program
This Statement of Work("SOW")is made and entered into as of the date signed below by Consova
LLC (the "Effective Date") by and between City of Round Rock (hereinafter "Client") as Plan
Sponsor of the City of Round Rock Group Welfare Plan (the "Plan") and Consova LLC
(hereinafter "Consova"). Client and Consova shall be referred to in this Agreement individually
as a"Party" and collectively as the "Parties".
This Statement of Work incorporates by reference the Master Services Agreement("Agreement")
between Consova LLC and Client. Any term not otherwise defined herein will have the same
meaning specified in the Agreement. In the event of a conflict between the Agreement and this
SOW, the terms of the Agreement shall prevail.
A. DESCRIPTION OF SERVICES
Consova has developed a proprietary methodology to identify ineligible dependents currently
enrolled in employer sponsored health and welfare plans (the"Dependent Verification Program").
Consova shall implement the Dependent Verification Program among all Client Employees who
have dependents enrolled in any Client sponsored medical plan, including (if applicable) dental
and vision coverage in accordance with this SOW. The Dependent Verification Program services
to be performed and items to be supplied under this SOW (the "Services") will include the
distribution of communications and surveys to Employees with enrolled dependents, requesting
that Employees submit documentation supporting the status and relationship of each covered
dependent. The Timeline describing the various phases of the Dependent Verification Program is
outlined in Exhibit A. Upon the completion of the Verification Phase II, Consova will provide a
report to Client showing Employees who failed to respond and/or failed to provide required
substantiation. The Employees will have an opportunity during the Appeal Phase to prove
dependent eligibility. Consova will obtain Client's written approval prior to the release of any
communication to Employees.
Consova will provide call center personnel through Consova's Verification Assistance Center
("VAC") to assist Employees with questions related to the Verification and Appeal Phases of the
Services.
Consova will furnish reports to Client in accordance with agreed upon time periods as information
is accumulated each week during the Services.
B. SCOPE OF SERVICES
The Services will cover a period of approximately seventeen (17) weeks. The Implementation
Phase will commence with a scheduled kick-off meeting between Consova and Client's benefit
administration personnel(`Benefits Team"). The main purpose of this meeting will be to introduce
the teams, discuss the project process and timing. A planning meeting will be scheduled to
determine composition of the communications, and documentation and audit scope requirements.
Prior to the planning meeting, Client will provide to Consova a copy of its current Summary Plan
Description, COBRA policy language and Logo. Once received, Consova will prepare a draft
verification communication package that it will distribute to the Benefits Team prior to the
planning meeting.
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Client shall also provide Consova with an electronic file, in a mutually acceptable format,
containing the enrolled census data for Plan participants where an Employee has one or more
dependents enrolled,to enable distribution of verification communications. Periodic meetings will
be included in the project timeline to discuss progress, timeliness and issues.
Following Consova's planning meeting with the Benefits Team, Consova will incorporate
appropriate and necessary changes to the Initial Communication and provide an updated project
timeline,if applicable. After the Initial Communication is approved by Client, Consova will merge
the eligibility data with the Initial Communication.
After a 3-week implementation period, Verification Phase I begins when Consova sends the Initial
Communications. The contents of these communications will be customized for each Employee
and will include verbiage necessary to facilitate the verification of eligibility for enrolled
dependents including an explanation of the program, a list of dependents and the documentation
requirements necessary for Consova to verify the relationship and status of the covered
dependent(s). The documentation submitted by Employees will be used for the sole purpose of
verifying dependent eligibility.
Employees may respond to the Initial Communication using the following options: (i) by U.S.
mail; (ii)by facsimile; or(iii)by using Consova's Secure Employee portal where they can upload
images of their required documentation. The Initial Communication and Employee portal will
provide a phone number to Employees who need assistance with the document requirements or
other general questions such as what organizations to contact to obtain Form 1040, birth and
marriage certificates.
Prior to the start of Verification Phase II or based on an extension date if one is granted, Client
will allow sufficient time for Employees to respond by the Verification Phase I deadline and
therefore will not commence any internal outreach program to Employees regarding the Services.
After approximately four weeks, Consova will initiate Verification Phase II. During this phase,
Consova will send a second notice(Non-Response Communication),to those Employees who have
not sent a documented response to Consova to substantiate their dependent's eligibility. The
purpose of this second communication in Verification Phase 11 is to garner additional responses by
advising the Employee that Consova has not received a response and remind them that their
dependent(s)benefits may be affected if they do not respond as requested.
Once the timeframe to respond under Verification Phase II is complete, Consova will provide a
report to the Benefits Team detailing Employee responses and verification results. Consova
will send Employees who have not responded or have dependents that have not completed the
verification as eligible a Drop-Appeal Communication, which the Benefits Team has approved,
that their dependent(s)have been or will be removed from coverage. This is the start of the Appeal
Phase. Consova will provide a final results report to Client within fifteen (15)business days after
the Appeal Deadline.
During all project phases Consova will review the documents received from Employees to
independently verify and confirm dependent relationship and status and will provide such
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documentation to the Benefits Team upon request and at the end of the Dependent Verification
Program services, to the extent not previously provided. The outcome of the verification of
documentation will either prove there is or is not sufficient or adequate documentation supporting
the dependents' relationship or status.
During the entire term of this SOW, Consova's VAC will be available to accept calls from 6:30
AM to 5:00 PM Mountain Standard Time, Monday through Friday with the exception of the
following holidays- New Year's Day, Martin Luther King, Jr. Day, Memorial Day, Juneteenth,
Independence Day, Labor Day, Indigenous People's Day/Columbus Day, Thanksgiving Day, the
day after Thanksgiving Day, Christmas Eve and Christmas Day.
C. FEES
As payment to perform Dependent Verification Program Services Client agrees to compensate
Consova twenty-five dollars and zero cents ($25.00) per Employee audit plus a one-time
implementation fee of five thousand dollars and zero cents ($5,000.00).
Consova will invoice Client in three(3)invoices based on the following installments.Fifty percent
(50%) of the total estimated Employee audit fees plus all implementation fees upon contract
execution, twenty-five percent(25%) of the total estimated Employee audit fees 30 days after the
contract execution date and the final twenty-five percent(25%)60 days after the contract execution
date or following the distribution of the initial employee communication.
Total estimated fees are eighteen thousand twenty-five dollars and zero cents ($18,025.00) and
are based on an estimated five hundred twenty one (521)Employee audits. Consova reserves the
right to increase the per-employee-audit fee if actual audits performed is less than ninety (90%)
of the estimated Employee audits documented above. A final fee calculation will be computed
based on the actual number of Employee audits and will be reconciled on the final invoice.
Payments for Services for the Dependent Verification Program will be due upon receipt of the
invoice. Payments for services are to be made electronically via ACH. Banking information for
these transactions is as follow:
1. Account Name: Consova LLC
2. Bank Name: Capital One NA
3. Account Type: Checking
4. Account Number: 4670320018
5. Bank Routing Number: 065000090
Consova agrees to meet specific levels of performance regarding document processing, response
times and availability as documented in Exhibit B.
Consova will guarantee that Client will obtain at least a two hundred percent (200%) Return on
Investment(ROI)by identifying at least nine(9) dependents that are currently enrolled in the Plan
are ineligible. ROI is calculated by the following formula: Dependent Eligibility ROI = total
number of ineligible dependents identified by Consova multiplied by Client's average annual cost
per dependent ($4,220) divided by total Dependent Verification Program fees paid by Client
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($18,025); Total Fees at risk is equal to ten (10%) percent of the total Dependent Verification
Program fees. Certain documents are required to be collected during the audit in order for this
ROI guarantee to remain in force, as agreed upon during the Implementation Phase and outlined
in Exhibit C.
Should Client request that this SOW or the scope or nature of any of the services to be provided
hereunder be modified, amended or otherwise changed (a"Change Request"), including, without
limitation, to data clean-up or addition, additional call center hours, additional languages and
more than one variation of communications, Client shall provide a description of such Change
Request to Consova in writing. Following Consova's receipt of such written Change Request,
the Parties will promptly negotiate in good faith the scope, nature and terms of such Change
Request, including increase to the fees to be paid to Consova hereunder for implementing such
Change Request. Neither Party shall be bound by any Change Request or other modification,
amendment or change to this SOW unless mutually agreed upon in writing.
If Client terminates this SOW, at no fault of Consova, within the Implementation Phase or prior to
the distribution of the initial communications (see Exhibit A) of the Services, then Client agrees
to compensate Consova an early termination fee in the amount equal to one-third (1/3) of the total
estimated fees documented above. If Client terminates this SOW, at no fault of Consova, after the
distribution of the initial communication but prior to the distribution of the second communication
(non-responder communication) Client agrees to compensate Consova an early termination fee in
the amount equal to two-thirds (2/3) of the total estimated fees documented above. If Client
terminates this SOW, at no fault of Consova, after the distribution of the non-responder
communication, Client agrees to compensate Consova the full amount of the total estimated fees
documented above.
Early termination fee will be due within twenty (20) days from the effective date of termination.
D. SERVICE LEVEL AGREEMENT COMMITMENTS
1. Call Center Availability
During the entire term of this SOW, Consova's VAC will be available to accept calls from 6:30
AM to 5:00 PM Mountain Standard Time, Monday through Friday with the exception of the
following holidays- New Year's Day, Martin Luther King, Jr. Day, Memorial Day, Juneteenth,
Independence Day, Labor Day, Indigenous People's Day/Columbus Day, Thanksgiving Day, the
day after Thanksgiving Day, Christmas Eve and Christmas Day.
2. Consova Website, Electronic Mail, Fax and Secure FTP Server
Consova will provide custom developed applications to support the Services. Consova will create
a customized secure employee portal for the exclusive use by Employees. Employees may fax
their documents to Consova's electronic fax mail. All documents submitted through electronic fax
mail will be scanned into Consova's systems within one business day. Consova does not have any
express or implied warranties that fax submissions by Employees will be received by Consova
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because of user, fax transmission or telecom provider errors. Employees may also use Consova's
secure employee portal to upload images of their required documentation. Consova will maintain
a secure FTP Server using the SFTP and HTTPS transport protocols where Client can provide
process required data to Consova.
3. Reporting
During the course of the project, Consova will provide the following reports to the Benefits Team
available through Consova's secure client portal:
i. Verification status (includes the following employee statuses: complete,
incomplete non-responder, ineligible, in-process,);
ii. Ineligible dependents;
iii. Non-responder detail (includes all census information requested in the
sample data file layout provided by Consova);
iv. Daily, weekly and cumulative call center statistics;
v. Average on-hold time.
E. STANDARD STATEMENT OF WORK TERMS
The term of this SOW to provide the Dependent Verification Program services shall begin upon
the Effective Date and will continue until completion of the Services as described herein on Exhibit
A or as permitted by the terms of the Agreement,but in no event shall the term of this SOW exceed
thirty-six (36) months.
IN WITNESS WHEREOF,the Parties have caused this SOW to be signed and delivered by their
duly authorized representatives, as of the date signed by Consova below.
City of Round Rock Consova LLC
fit. Join CYatin
By: By:
Brooks Bennett John Cratin
Title: City Manager Title: CGO
Date: 09/12/2025 Date: 09/17/2025
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Exhibit A
Dependent Verification Program - Estimated Timeline of Events
Implementation (Weeks 1-3) Timin
Client logo and eligibility rules provided by Client to Consova Prior to Week 1
Initial implementation call between Client and Consova Week 1, day 1
Audit parameter implementation call between Client and Consova Week 2, as
scheduled
Data file due from Client to Consova Week 2, day 3
Communications approval due from Client Week 2, day 5
Final preparations and project configurations completed Week 3
Verification Phase I (Weeks 4-7)
Initial communications sent to Employees Week 4, day 1
Consova Benefit Verification Associates facilitate audit Weeks 4-7
Disposition communications sent to audit responders Weeks 4-7
Final Revisions for Non-Responder communication due to Consova Week 7, day 1
File of terminated employees due to Consova Week 7, day 3
Verification Phase I document submission deadline Week 7, day 5
Verification Phase II (Weeks 8-12)
Non-Responder communication sent to Non-Responder employees Week 8, day 1
Consova Benefit Verification Associates facilitate audit Weeks 8- 12
Disposition communications sent to audit responders Weeks 8- 12
Reminder email issued to all Incomplete and Non-Responder employees Week 10
Final Revisions for Drop-Appeal communication due to Consova Week 11, day 1
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File of terminated employees due to Consova Week 11, day 3
Final Revisions for Appeal Result communication due to Consova Week 11, day 5
Verification Phase II document submission deadline Week 11, day 5
Verification Phase III -Appeal(Weeks 12-17)
Drop-Appeal communication sent to Incomplete and Non-Responder employees Week 12, day 5
Consova Benefit Verification Associates facilitate audit Weeks 12 - 17
Appeal Result communications sent to audit responders Weeks 12 - 17
Verification Phase III document submission deadline Week 17, day 3
Consova Processing cutoff(documents received by submission deadline audited) Week 17, day 1
Final Results provided to client Week 17, day 3
Project completion Week 17, day 3
Executive Summary Presented by Consova As scheduled
Note:Real-time reporting available 24/7 via Client portal Weeks 1-17
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Exhibit B—Performance Guarantees
Document Processing Timeliness >95%processed within 5
-Complete responses business days 3%
Document Processing Accuracy >99% 3%
Telephone Response Time Calls answered within 55
seconds average 3%
Employee/Employer Web Portal >99%
Availability 3%
Call Center Availability >99% 3%
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Exhibit C
Dependent Relationship Required Verification Documents
A copy of your marriage certificate
Spouse
AND
Your legally married spouse
One(1)of the following documents:
(legally separated or divorced
spouses are not eligible for Please submit a copy of page one through the claimed dependents section of your
coverage)
jointly filed federal tax return (form 1040) or both or your returns if you file
separately,from the most recent tax season. Please black out the first five digits of
any Social Security numbers.
OR
Please submit a joint financial statement dated within (insert start/close date).
Acceptable joint financial statements are: Bank statement, mortgage statement,
current renter's lease, credit card statement. If joint documents are not available,
individual documents from employee and spouse indicating the same residence
within the same time frame will be accepted. Please black out financial
information and account numbers.
Copy of the enclosed domestic partner affidavit (signed by you and your partner)
Domestic Partner
AND
Your eligible, unrelated domestic Proof of dependency as evidenced by a copy of two of the following documents:
partner ■ Proof of shared residence via joint mortgage statement or rental agreement
■ Automobile title or registration showing joint ownership of vehicle
■ Joint checking, bank or investment account statement
■ Joint credit account statement
■ A will and/or life insurance policy which designates the other as primary
beneficiary
Please note: Proof of dependency documents need to be dated within 60 days
prior to the date of this communication and insurance and medical-related
documents will not be accepted as a proof of dependency.
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Dependent Relationship Required Verification Documents
Child under age 26 A copy of the following documents (varies by the relationship of the child to the
Employee):
■ Your natural child, legally
adopted child, or child in the ■ Natural child or legally adopted child: State or county issued birth certificate
process of being adopted; showing employee's name or signed court order. If birth certificate lists
■ Stepchild; employee's maiden name, please provide marriage certificate.
■ A child of your Domestic
Partner; or ■ Stepchild: State or county issued birth certificate showing parents' names,
■ A child whom you have legal copy of your marriage certificate, and a copy of page one through the
guardianship of; or signature line of your Jointly filed Federal Tax return from the most recent tax
■ A grandchild so long as the season or both of your Tax returns if you file separately. Please black out the
grandchild's parents is a first five digits of any Social Security Numbers and any IRS Identity Protection
covered dependent under the PIN's.
age of 18; or
■ A foster child; or ■ Child of your domestic partner: State or county issued birth certificate and
■ A child who is the subject of a proof of established Domestic Partnership.
Qualified Medical Child Support
Order (QMCSO) issued to you. ' Child whom you have legal guardianship: Signed court order and a copy of
page one through the signature line of your Federal Tax returns from the most
recent tax season claiming the child as a dependent. Please black out the first
five digits of any Social Security Numbers and any IRS Identity Protection PIN's.
■ Grandchild: State or county issued birth certificate showing parents' names for
child and grandchild.
■ Foster child: Signed letter from social service agent confirming child has been
placed under your care and a copy of page one through the signature line of
your Federal Tax returns from the most recent tax season claiming the child as
a dependent. Please black out the first five digits of any Social Security
Numbers and any IRS Identity Protection PIN's.
■ Child who is the subject of a Qualified Medical Child Support Order: Signed
court order.
Please note:for unmarried disabled children aged 26 or over, in addition to the
birth certificate, we will also need a copy of page one through the signature line of
your Federal Tax returns from the most recent tax season claiming the child as a
dependent. Please black out the first five digits of any Social Security Numbers and
any IRS Identity Protection PIN's.
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