TimeTrax Contract
Agreement, made this day of 1995 between Sandsport Data Services,
Inc., a domestic corporation having its principal place of office at 26
Harbor Park Drive, Port Washington, New York, hereinafter referred to as
"Processor" and __________________________________., a domestic
not-for-profit corporation having its principal office at
__________________________, herein referred to as "Vendor".
Whereas, Vendor is in the business of rendering home care services
within the jurisdiction of the Human Resources Administration of the City
of New York, hereinafter referred to as "HRA", and under contract by the
City of New York to render services to City's clients and Vendor desires
certain computer and telephone-related services as provided herein; and
whereas, processor desires, and is able, to furnish such services as
provided herein.
Now, therefore, in consideration of the mutual agreements set forth
herein the parties hereto agree as follows:
1. Vendor represents to Processor that it has contracted with the
City of New York, to deliver home attendant services to designated
clients.
2. Vendor will make available to Processor client schedules,
client's phone numbers, and client's name. Vendor will also make
available to Processor attendant's name and social security number.
3. Processor will assign to Vendor an 800 telephone number to
allow attendant to log in and log out from client's residence when
arriving and departing.
4. Client authorized twenty-four hour assignment (sleep-in
cases), will require attendant to log in once a day at an assigned
time.
5. Cluster client cases, will require attendant to log in at the
beginning of each assignment and log out at the end of the day from
last assignment.
6. The Vendor will be responsible for maintaining the client
database of information including client schedule and client phone
number, and the attendant database of information including
attendant's name and social security number. The On-Line Time Sheet
System (OTS) provides Vendor with the facility to update the client
(including the schedule) and the attendant data base.
7. Processor will record all calls received. TimeTrax will verify
the following:
- Call was received from correct client location.
- The attendant social security number is from an active
employee of the Vendor.
- Calls received were for scheduled assigned times.
8. TimeTrax will generate reports on demand as follows:
- No show report - listing all clients scheduled to receive care
and no call was received from home care worker.
- Unscheduled report - listing of clients who are not scheduled
to receive care yet a log in call was received.
- Unidentified phone numbers - listing of phone calls received
that are not identified as belonging to any clients.
- Unidentified attendants - listing of unidentifiable employee
social security number that were received.
- Daily call summary - listing of all activity from the
preceding day.
- Weekly call summary - listing of all activity from preceding
week.
9. TimeTrax will consider an attendant on-time if they arrive
within __ minutes of their assigned time. The attendant will also be
given full credit if they leave within __ minutes of the scheduled
depart time. However, at the end of the week, the system will
accumulate all the late minutes and reduce total hours worked in
increments of __ minutes. The most the attendant will be credited
within one week for time not worked is __ minutes. The rounding of
hours will be performed within each client assigned that week.
10. The Vendor will require attendants to log in when they arrive
at the assigned client's home by picking up the phone and depressing
the tones on the phone to correspond to employee's social security
number, or the employee can enter his or her social security number by
speaking the digits into phone. The attendant will log out when
leaving the assigned client's home, following the same procedure as
the log in. The maximum calls per visit should not exceed two calls.
11. As an option, TimeTrax can verify the person calling is the
individual assigned. The feature is voice verification and requires
caller to use voice recognition. To use the feature, all employees
must go through an enrollment process.
12. The log in and log out times cannot be altered; they remain
as permanent records. The Vendor may adjust total hours worked when
situation warrants. Special passwords are available to limit access to
this feature.
13. The Processor will tally hours worked daily. The Vendor will
review the Daily Call Summary and make adjustments and corrections.
The hours recorded will be inputted into the payroll module and the
MMIS billing module.
14. Processor agrees that all information pertaining to the
recipient or the provider of services contained in its files and all
information pertaining to such recipients and/or providers or learned
from official HRA files or records or from other sources, shall be
held confidential by processor pursuant to the provisions of the New
York State Social Services Law, the Federal Social Security Act and
any other applicable laws and any regulation promulgated
thereunder, and shall not be disclosed to unauthorized persons.
15. Processor agrees not to use, for any unauthorized purpose
whatsoever, any information pertaining to the recipient or provider of
services or learned from Vendor or official HRA files or records, or
from other sources. For the purpose of this clause, unauthorized
purpose means any use whatsoever not specifically authorized by
Vendor.
16. In the event that the contract between the Vendor and the
City of New York is terminated for any reason whatsoever, or the City
of New York dissolves the program involved herein, this contract shall
terminate immediately.
17. The terms of this Agreement shall run through ______________
and shall continue thereafter until terminated by either party on at
least __ days prior written notice to the other. Sandsport agrees that
it will not increase any of the fees through _______________.
Thereafter such fees may be increased by Sandsport upon at least __
days prior written notice to Vendor. Any such price increase shall
become effective unless Vendor gives Sandsport at least __ days prior
written notice of its intention to terminate this Agreement on the
effective date of such increase, in which case this Agreement shall,
not withstanding anything to the contrary, terminate on such date.
18. This contract embodies all the terms of the agreement between
parties. Any modifications hereto shall be in writing and signed by
both parties.
19. Any disputes arising between the parties as to billing
charges must be settled within ______ of receipt of billing by Vendor.
20. Processor agrees to allow audit firms hired by Human Resource
Administration of the City of New York, to audit its computer systems
and operating procedures in order to form an opinion of the security
and integrity of the system.
21. Vendor hereby acknowledges that it shall have access to and
come in contact with certain information and documentation which is
the property of Processor which is copyrighted and/or which Processor
considers a proprietary trade secret ("Confidential Information").
Vendor hereby agrees that:
- All such confidential information shall be retained at the
premises of Vendor unless Vendor obtains the expressed written
consent of the Processor that such confidential information
may be removed.
- Vendor will use reasonable means (not less than that used to
protect its own proprietary information) to safeguard
Processor's confidential information.
- Vendor shall not show or otherwise disclose any portion of the
materials or their contents to anyone other than its
employees.
- It will make no copies of the confidential information.
- It will return all confidential information promptly upon
request of the company.
22. Processor agrees to comply with equal employment provision
relating to subcontractors, where applicable, that are set forth in
Part II, Section 6, of the Home Attendant Service Agreement between
Vendor and HRA and all amendments and modifications to such
provisions.
23. Processor will not violate or in any way infringe upon the
rights of third parties, including, but not limited to, property,
contractual, employment, trade secrets, proprietary information and
nondisclosure rights, or any trademark, copyright or patent rights.
24. Processor is the lawful user of all programs used in
providing the services hereunder; rights to use such programs have
been lawfully acquired by Processor and Processor has the absolute
right to permit Vendor access to or use such programs.
25. Processor will comply with and be responsible for ensuring
that its employees, agents and subcontractors comply with all
applicable federal, state, and local laws, rules, and regulations
relating to the performance of the services, and that it will have
obtained such permits licenses, and other forms of documentation and
authorization required to comply with such laws, rules and
regulations.
26. Processor hereby indemnifies and shall hold harmless Vendor
against all liability to third parties (other than liability which is
the fault of the Vendor), including, without limitation, any
liability incurred as a result of an improper
determination of benefit eligibility, arising from or in connection
with Processor's improper performance of the services or any breach of
the Processor's warranties provided for herein and accordingly shall
on demand reimburse any indemnified party for any and all loss.
Liability, fine, penalty, cost, or expense which may for any reason be
imposed upon any indemnified party by reason of any suit, claim,
action, proceeding or demand by and third party which results from
Processor's performance of the services.
27. This Agreement shall be governed by the laws of the State of
New York, without regard to principles of conflict of laws but
including any applicable provisions of the New York Uniform Commercial
Code, except to the extent that the provisions of this Agreement are
clearly inconsistent therewith, in which case the provisions hereof
shall be controlling.
28. Any notices or other communications required or permitted
hereunder shall be in writing and will be deemed sufficiently given
only if delivered in person or sent by telex, telecopier, first-class
mail or recognized courier service, postage and other charges pre-paid
addressed as follows:
If to Processor:
Sandata TimeTrax
Sandsport Data Services
26 Harbor Park Drive
Port Washington, NY 11050
Attention: President
If to Vendor:
Address of Vendor
Attention: Director (or to such other address as the addressee
may have specified in a notice duly given to the sender as provided
herein.
29. Vendor agrees to pay Processor as follows:
Start up fee $
Weekly per client charge
(or)
Optional: Voice verification:
Enrollment fee per attendant
Weekly per client charge
30. This Agreement, together with any schedules, appendices and
other attachments hereto, all of which are hereby incorporated by
reference herein and made a part of this Agreement, constitutes the
entire Agreement between Processor and Vendor and supersedes all
proposals, oral and written and all other communications between the
parties in relation to the subject matter of this Agreement. Except as
otherwise provided herein, no amendment, modification or other
variation of this Agreement shall be effective until reduced to
writing and executed by the parties hereto.
In witness whereof, the parties have caused this Agreement to be
executed by their respective duly authorized officers.
SANDSPORT DATA SERVICES, INC. VENDOR
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Hugh Freund Name
President Title
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Date Date