AGREEMENT, made this day of , 199 between Sandsport Data Services,
Inc., a domestic corporation having a principal office at 26 Harbor Park
Drive, Port Washington, New York, hereinafter referred to as "Processor"
and [ ], a domestic not-for-profit corporation having a principal office at
[ ], herein referred to as "Vendor".
WHEREAS, Vendor is in the business of rendering Home Attendant
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
the City's clients.
NOW THEREFORE, in consideration of One ($l.00) Dollar, and other
mutual and valuable considerations, by each to the other paid, the
parties have agreed as follows:
1. Vendor represents to Processor that it has contracted
with the City of New York to deliver Home Attendant Care Services
to designated clients of HRA.
2. Vendor will make available to Processor completed time
sheets and other related completed forms.
3. The Processor agrees to provide Vendor with an on-line
system which includes the following features:
Hardware:
Software:
Vendor agrees to pay a monthly computer access charge of ________.
4. Time sheets, received from attendants who worked in the prior week,
should be batched with up to 50 time sheets. Totals of hours worked, number
of time sheets, etc. should be entered for control purposes. Time sheets
should be entered daily until twelve o'clock noon of day prior to payroll
delivery. (If payroll is on Thursday, time sheets should be entered and
completed prior to twelve noon on Wednesday.) In the event Vendor is unable
to update its files or enter time sheets, processor will pick up data at
Vendor's location and will enter data from Processor's forms or time sheets
for Vendor. Vendor must request such assistance prior to twelve noon for
such data to be entered and processed that day.
5a. Processor agrees to convey, on behalf of Vendor, a magnetic
tape equivalent to the sum of its weekly invoicing to MMIS in Albany,
State of New York, by Thursday of the week following time sheets
received, and in conformance with HRA and State of New York
specifications.
5b. Processor agrees, as an option, to provide Vendor Agency with
a separate magnetic tape of Vendor Agency's weekly MMIS invoicing for
an additional charge of $____ per magnetic tape generated.
5c. Processor agrees, as an option, to accept from Vendor Agency
a separate magnetic tape of MMIS remittance to be processed against
MMIS submissions generated on magnetic tape for an additional charge
of $_____ per magnetic tape processed.
5d. Processor agrees, as an option, to accept from Vendor Agency
paper MMIS remittance records to be keyed and verified and processed
against Sandsport MMIS submissions generated on magnetic tape for an
additional charge of ____ per line item.
6. Processor agrees that in the event (i) the Processor fails to meet
the time specification established by MMIS for submission of magnetic tapes
and such late submission was not caused by Vendor, or (ii) Processor
submits a Magnetic Tape that MMIS does not process due to faulty tape,
inaccuracies and/or omissions not caused by Vendor, and MMIS payments are
delayed, Vendor shall be entitled to receive from Processor, as liquidated
damages, the sum of __% of the amount due Processor from Vendor for such
week's processing, for each week any such MMIS payment is delayed.
7. Processor agrees to convey to HRA or its designee on behalf of
Vendor, a magnetic tape, including insurance requirements, monthly, per HRA
specifications.
8. In consideration for services as herein outlined to be performed by
Processor for the benefit of the Vendor, Vendor agrees to pay a fee based
on the allowable client case load assigned to Vendor by HRA as follows:
Up to ____ primary client cases $_____ weekly, plus $___ per week
for each and every client. Vendor agrees to pay Processor such sum
within _____ (__) days of receipt of such billing. Should any amounts
due not be paid, and remain unpaid for a period of _____ (__) days
thereafter, Vendor agrees to pay a late charge of ____% on the unpaid
amount for each month subsequent to the due date that such amounts
remain unpaid. In the event the Vendor fails to make such payments,
the Processor, at its option, may terminate this Agreement by giving
notice in writing of its intention to terminate. The termination shall
be effective _______ (__) days from the date of receipt by the Vendor
of the intention to terminate and Processor shall have no further
obligation under this contract, except that this clause shall not
serve to relieve the Vendor of its own breach of this contract.
9. Vendor, at its own cost and expense, shall pay for all payroll
forms and other forms which require Vendor's specific design (i.e., payroll
checks, personalized letterhead forms, time sheets etc.).
10. Processor agrees to provide Vendor at year end W-2 forms with
employee's pay history for an additional charge of $___ per W-2 form
printed.
11. Processor agrees to provide Vendor at year end a magnetic tape of
W-2 information for the Social Security Administration and N.Y. State for
an additional charge of $____ per tape.
12. Processor agrees to provide vendor, as an option, 24 hour payroll
turnaround (48 hour if legal holiday falls on day after pickup) for an
additional charge of $_____ per payroll upon written request of ______ (__)
days' advanced notice.
13. Processor agrees to provide Vendor Tier II payroll processing for
an additional charge of $________ per payroll.
14. Processor agrees to provide Vendor check signing of Vendor payroll
checks for an additional charge of $__ per check with a minimum charge of
$____ per payroll run. Cost of signature plates are $_____, and will be
billed to Vendor.
15. Processor agrees to provide Vendor, as an option, special payroll
run for an additional charge of $_____.
16. Vendor agrees to pay Processor the sum of _______ Dollars ($___),
for each pickup and delivery of materials set forth in Processor's
specifications.
17. Processor agrees to provide, as an option, Microfiche of various
reports, at a charge of $____ per fiche.
18. 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 information 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. For the purpose of this clause
unauthorized persons are those persons not specifically designated by
Vendor.
19. The Processor agrees not to use, for any unauthorized purpose
whatsoever, any information pertaining to the recipient or provider of
services obtained 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.
20. Processor agrees to receive a magnetic tape from HRA with Client
Prior Approval information (PARVND). Processor agrees to create a Client
Prior Approval file. HRA will provide weekly, on Friday, a Prior Approval
Transaction on Magnetic Tape, which will be used to update Vendor's client
Prior Approval file. If Magnetic tape is not available on Friday, update of
Vendor's Client Prior Approval file may be delayed until the following
Friday.
21. Processor agrees to generate monthly a preliminary Surplus Fund
Billing listing for clients with Surplus Funds from the Client Prior
Approval file.
22. Processor agrees to generate monthly Surplus Fund Bills for all
clients with Surplus Funds on the Client Prior Approval file and a Surplus
Fund Billing Report at an additional charge of $____ per Surplus Fund Bill
generated.
23. Vendor will make available to Processor completed forms with
credit and debit transaction codes reflecting cash received, credit
adjustments, and debit adjustments for Surplus Fund processing.
24. Processor agrees to generate monthly, Accounts Receivable Report,
Transaction Report and Transaction Ledger.
25. Processor agrees to provide a clearance system at a monthly charge
of $____. All Vendor Agencies' history of Employed Home Attendants will be
maintained by Processor so that Vendor Agencies, who participate, can
determine if a prospective Home Attendant was employed by another Vendor
Agency. Only the following data relating to employee history will be made
available to Vendor Agency when inquiry is made: Social Security Number,
Name of Employee, Name of Vendor Agency(s) where Employee worked, and Date
of Commencement of Employment.
26. Processor agrees to provide Vendor, as an option available at an
additional charge of $_____, a "Quarterly Duplicate Hours Report" which
lists attendants who are working on the same day for your Vendor Agency as
well as another Vendor Agency.
27. Processor agrees to provide Vendor, as an option, 'Hour
Reconciliation
Report' weekly.
28. Processor agrees to provide, as an option, Expenditure Control
Services, allowing Vendor to retrieve __ weeks of payroll history of
employees at a monthly charge of $____.
29. The Processor agrees to comply with Equal Employment Provision
relating to subcontractors, where applicable, as set forth in Part 11,
Section 6. of the Home Attendant Services Agreement between Vendor and HRA
and all amendments and modifications to such provisions.
30. The Processor certifies the implementation of the collective
bargaining monitoring system as specified in HRA Memorandum No. 82-19 and
represents that the necessary safeguards and controls exist in the payroll
and billing systems which include this system.
31. The Processor will provide the Differential Billing Report and the
Baseline Report as described in HRA Memorandum No. 82-19 when payroll is
generated.
32. Processor agrees to provide, as an option, weekly pickup and
delivery service of MMIS remittance checks, and/or remittance magnetic
tape, at a charge of $____ per pickup.
33. The system will retain all paid claims up to ___ weeks old, and
claims over ___ weeks old will be purged from the MMIS Invoice file and
will no longer be accessible.
34. 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 Agreement shall terminate
immediately.
35. The terms of this Agreement shall continue through ___________ and
shall
continue thereafter until terminated by either party upon at least __
days' prior written notice to the other. Processor agrees that it will not
increase any of the fees through ________. Thereafter such fees may be
increased by Processor upon at least __ days' prior written notice to
Vendor. Any such price increase shall become effective unless Vendor gives
Processor 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, notwithstanding anything to the contrary,
terminate on such date.
36. Upon termination of this Agreement, Processor, at Vendor's
request, will provide Vendor, in a mutually agreeable standard format,
files and data still in possession, provided that Processor has been paid
for all services rendered to the date of termination, and provided further
that Processor is paid for such files and data at Processor's standard
rates.
37. This Agreement constitutes the entire Agreement between the
parties. Any modifications hereto shall be in writing and signed by both
parties.
38. Any disputes arising between the parties as to billing charge(s)
must be settled within one week of receipt of billing by Vendor.
39. Processor warrants that, in the event its system cannot be
operated to process payroll data, Processor has arranged with a large local
corporation for guaranteed portion of time on their computer system and
that Vendor's payroll data shall be processed utilizing such back-up system
at no additional cost to Vendor.
40. Processor agrees to allow audit firms hired by Human Resources
Administration, 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.
41. 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 (1) all such Confidential Information shall be retained at the
premises of Vendor unless the Vendor obtains the express written consent of
the Processor that such Confidential Information may be removed; (2) Vendor
will use reasonable means (not less than that used to protect its own
proprietary information) to safeguard Processor's Confidential Information;
(3) Vendor shall not show or otherwise disclose any portion of the
materials or their contents to anyone other than its employees; (4) Vendor
will make no copies of the Confidential Information; (5) Vendor will return
all Confidential Information promptly upon the request of the Processor.
42. Processor agrees not to release any information in Vendor's files
without written authorization from Vendor.
IN WITNESS WHEREOF, the parties have duly executed this Agreement
effective the day and year first above set forth.
SANDSPORT DATA SERVICES, INC.
By: By:
Hugh Freund, President