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HomeMy WebLinkAboutContracts & Agreements_192-2011_CCv0001.pdf 6180 Quail Valley Court PAYPRO ADMINISTRATORS Riverside,CA 92507 951.656.9273 800,427,4549 951,656.9276 fax Flexible Spending Accounts Administrative Services Agreement RECITALS This Agreement is entered into as of December 6,2011,with Administrative Services beginning January 1,2012,between City of Redlands,California CEmpkW)and PAYPRO ADMINISTRATORS{"TPA"}. A. City of Redlands(Employer)has established certain employee benefit programs,including the following.A health care flexible spending arrangement(HC FSA)under Code§105,and a dependent care assistance program(DCFSA)under Code§129.The HCFSA and the DCFSA are each offered under a Code§125 cafeteria plan. B. City of Redlands(Employer)has requested PAYPRO ADMINISTRATORS(TPA)to act on its behalf in making payment of certain beriefits and furnishing certain administrative services for the HCFSA and DCFSA as described In this Agreement (collectively.the Program). In consideration of the mutual promised set forth in this Agreement,the Employer and TPA agree as follows: ARTICLE I: INTRODUCTION 1.1 Agreement Effective Date and Term This Agreement is effective January 1,2012(*Effective Datel. The initial term of the Agreement will be the initial 12-month period commencing on the Effective Date;thereafter,this Agreement will renew automatically for successive periods of 12 months unless this Agreement is terminated in accordance with the provisions of Section 6.8 1.2 Scope of Undertaking Employer has sole and final authority to control and manage the operation of the Program. TPA is and shall remain an independent contractor with respect to the services being performed hereunder and shall not for any purpose be deemed an employee of Employer.Nor shall TPA and Employer be deemed partners,engaged in a joint venture or governed by any legal relationship other thin that of independent contractor. TPA does not assume any responsibility for the general policy design of the program,the adequacy of its funding,or any act or omission or breach of duty by Employer. Nor is TPA In any way to be deemed an insurer,underwriter,or guarantor with respect to any benefits pay"under the Program. TPA generally provides reimbursement services only and does not assume any financial risk of benefits payable by Employer under the Program. Nothing herein shall be deemed to constitute TPA as a party to the Program or to confer upon TPA any authority or control respecting management of the Program,authority or responsibility in connection with administration of the Program, or responsibility for the term or validity of the Program. Nothing in this Agreement shall be deemed to impose upon TPA any obligation to any employee of the Employer or any person who is participating in the program('Participant'). 1.3 Definitions"Agireemerr means this TPA services agreement,including all Appendices hereto. "COBIW means the Consolidated Omnibus Budget Reconciliation Act of 1985,as amended. "Code"mews the Internal Revenue code of 1986,as amended. "DCAPIDCFSW has the meaning given in the Recitals, 'EligWity ReporW have the meaning described in Section 2.3. "Employer"has the meaning given in the Recitals. "ERISA'means the Employee Retirement Income Security Act of 1974,as amended, "Effectivis Date has the meaning given in Section 1.1. "Electronic PW has the meaning assigned to such term under HIPAA, "Health FSAMeafthCare FS FSA"has the meaning given in the Recitals. "HIPAA"means the Health Insurance Portability and Accountability Act of 1996,as amended. "Named lFiducW means the named fiduciary as defined in ERISA J 402(a)(1). "Particilpartr has the meaning given in Section 1,2. "Plan"means the HCFSA or DCFSA,as applicable, "Plan Administrator"means the administrator as defined in ERISA§3(16)(A). "Program"has the mewing given in the Recitals, "Protected Health Information"or'PHI"has the meaning assigned to such term under HIPAA. "TPA"has the meaning given in the Recitals. I.CaWjmtAgretmwtzxftypm FSA.doc ARTICLEII.- EMPLOYER OBLIGATIoNs 2.1 Sole Responsibilities (a) General. Employer has the sole authority and responsibility for the Program and its operation,including the authority and responsibility for administering,construing and interpreting the provisions of the Program and making all determinations thereunder. Empkiyer gives TPA the authority to act on behalf of Employer in connection with the Pmgrarn,but only as expressly stated In this Agreement or as mutually agreed in writing by the Employer and TPA,Ali final detenninationsi as to a Participants entitlement to Program benefits are to be made by Employer,including any determination upon appeal of a denied claim for Program benefits. Employer Is considered the Plan Administrator and Named Fiduciary of the Program benefits for purposes of ERISA. (b) Responsibilities. Without limiting Employees responsibilities described herein,it shall be Employees sole responsibility(as Plan Administrator)and duty to:ensure compliance with COBRA;perform required nondiscrimination testing,amend the Plans as necessary to ensure ongoing compliance with applicable law,file any required tax or governmental returns(mcluding Form 5500 returns)relating to the Plans;determine if an when a valid election change has occurred;handle Participant claim appeals: execute and retain required Plan and Claims documentation;and take all other steps necessary to maintain and operate the Plans in compliance with applicable provisions of the Plans,ERISA,HIPAA,the Code and other applicable federal and state laws, 2.2 Services Charges; Funding Employer shall pay TPA the service charges set forth in the Appendices hereto,as described in Article V. Employer shall promptly fund an account maintained for the payment of Program benefits as described in Article IV. 2.3 Information to TPA Employer shall furnish the information requested by TPA as determined necessary to perform TPXs functions hereunder, including Information conceming the Program and the eligibility of individuals to participate in and receive Program benefits. Such information shall be provided to TPA in the time and in the manner agreed to by Employer and TPA. TPA shall have no responsibility witti regard to benefits paid in error due to Employees failure to timely update such Information. From time to time thereafter,but no more frequently than monthly,TPA shall provide Employer with updated reports summarizing the eligibility data provided by Employer("Eligibility Reports"}, The Eligibility Reports shall specify the effective date for each Parkipant who is added to or terminated from participation in the Program. Employer shall be responsible for ensuring the accuracy of its Eligibility Reports and bears the burden of proof In any dispute with TPA relating to the accuracy of any Eligibility Report. TPA shall have no liability to Employer or any Participant as a consequence of an inaccurate Eligibility Report,and TPA shall not have any obligation to credit Employer for any claims epenses or administrative fees incurred to or paid to TPA as a consequence of Employer for failing to review reports fog accuracy. TPA shall assume that all such inforriation is complete and accurate and is under no duty to question the completeness or accuracy of such information. Such Eligibility Reports shall be considered PHI,and when transmitted by or maintained in electronic media shall be considered electronic PHI,and subject to the privacy and security rules under HIPAA and Section 3.11 of this Agreement. 2.4 Plan Documents Employer Is responsible for the Program's compliance with all applicable federal and state laws and regulations and shall provide TPA with all relevant documents,including but not limited to,the Program documents and any Program amendments. Employer will notify TPA of any changes to the Program at least thirty(30)days before the effective date of such changes. Employer acknowledges that TPA is not providing tax or legal advice and that Employer shall be solely responsible for determining the legal and tax status of the Program, 2.5 Liability for Claims Employer is responsible for payment of claims made pursuant to,and the benefits to be provided by,the Program. TPA does not insure or underwrite the liability of Employer under the Program. Except for expenses specifically assumed by TPA in this Agreement Employer is responsible for all expenses incident to the Program. M Indeminirkation Employer shall Indemnify TPA and hold it harmless from and against all loss,liability,damage,expense,attomey!s'fees or other obligations,resulting from,or arising out of any act or omission of Employer in connection with the Program or claim,demand,or lawsuit by Program Participants and beneficiaries against TPA in connection with benefit payments or services performed hereunder. In addition,Employer shall indemnify TPA and hold it harmless from and against any liability,expense,demand,or other obligation, resulting from, or out of any premium charge, tax or similar assessment (federal or state), for which the Program or Employer is liable. Employer shall also have the indemnification obligation described in Section 3.3 2.7 Medical Records Employer shall,if required by law or regulation,notify each Participant and provide with an opportunity to opt out(if required)to obtain from each Participant such written authorization for release of any personal financial records and medical records in accordance with applicable state and federal law(including the Gramm-Leach-Bliley Act)to permit Employer andifor TPA to 1,kakdjjn1,Agrmnanta%P&yM FSAAoc 2 perform their obligiation under this Agreement, 18 HIPAA Privacy Employer shag provide TPA with the Health FSKs Notice of Privacy Practices(prepared by employer),as well as any subsequent changes to such notices. Employer shall provide TPA with certification that the Health FSA plan document has been amended as required by the privacy rule to permit disclosures of PHI to Employer for plan administration purposes and that Employer agrees to the conditions set forth in that plan amendment copies of any authorizations of Participants or Beneficiaries to use or disclose PHI(and any later changes to or revocations of such authorizations);notice of any restrictions on the use or disclosure of PHI that Employer agrees to under the privacy rule;and notice of any requests that communications be sent to a Participant or Beneficiary by an alternative means or at an alternative location that Employer agrees to under the privacy rule.Employer shall not request TPA to use or disclose PHI In any manner that would not be permissible under the privacy rule If done by Employer,except that TPA may use or disclose PHI for purposes of data aggregation and the management and admnistradve activities of TPA,as provided in Section 3.11 of this Agreement ARTICLE111: TPA RESPONSIBILITIES 3.1 Sole Responsibilities TPKs sole responsibilities shall be described in this Agreement(including the obligations listed in any Appendix to this Agreernerit). TPA generally provides certain reimbursement and moordkeeping services,as described further below. 3.2 Service Delivery TPA shell provide customer service personnel during normal business hours as determined by TPA.TPA shelf not be deemed in default of this agreement nor held responsible for any cessation,interruption or delay in the performance of its obligations due to causes beyond its reasonable control,including but not limited to,natural disaster,act of God,labor controversy,civil disturbance,eruption of the public markets,war or armed conflict,or the inability to obtain sufficient materials or services required in the conduct of its business,including Internet access,or any change in or the adoption of any law,judgment or decree. 3.3 Benefits Payment TPA shell,on behalf of Employer,operate under the express terms of this Agreement and the Prograrn. TPA shelf initially cleterrnine N persons covered by the Program(as described in the Eligibility Reports)are entitled to benefits under the Program and shall pay Program benefits in its usual and customary manner,to Participants as set forth In this Article III and Article IV. TPA shad have no duty or obligation with respect to claims incurred prior to the Effective Date("Prior Reimbursement Requests'),I any,and/or program administration(or other)services arising prior to the Effective Date(Prior Administration"), if any regardless of whether such services were/are to be performed prior to or after the Effective Date. Employer agrees that: (a)TPA has no responsibility or obligation with respect to Prior Reimbursement Requests and/or Prior Administration;(b) Employer will be responsible for processing Prior Reimbursement Requests(including any run-out claims submitted after the Effective date)and maintaining legally required records of all Prior Reimbursement Requests and Prior Administration a~to comply with applicable legal(e.g.,IRS substantiation)requirements;and(c)Employer shall indemnify and hold TPA harmless for any liability relating to prior Reimbursement Requests and or Prior Administration. 3.4 Bonding TPA has,and will maintain,a fidelity bond for all persons involved in collecting money or making claim payments,and all officers of the company. This bond covers the handling of Employees and Participants'money and must protect such money from tosses by dishonesty,that forgery or alteration,and unexplained disappearance. 3.5 Reporting TPA shad make available to Employer each month,via written record,a master report showing the payment history and status of Participant claims and the amounts and transactions of Participant accounts during the preceding month. For purposes of Employees He FSA,Employer must provide certification that the plan document requires the Employer to comply with applicable privacy and security rules under HIPAA before TPA*4 make available the reports provided for in this Section to Employer. TPA shall also make available to Participants,via electronic medium a report showing their individual payment and claims history for the current plan year. For purposes of Employees Health FSA,Employer is responsible for ensuring that anybertelliclary of the Participant for whom a claim has been submitted to the Health FSA has agreed to the disclosure of his or her PHI to the Participant,4 required by the privacy rule. 3.6 Claims Appeals TPA shall refer to Employer or its designee,for final determination,on any claim for benefits or coverage after initial rejection and subsequent appeal and rejection by TPA or any class of claims that Employer may specify,including.(a)any question of eligibility or entitlement of the claimant for coverage under the program;(b)any questions with respect to the amount due;or(c) any other appeal. 1',cakrjmkAgrwnmtskPaypm FSA&c 3 3.7 Additional Documents If Employer requests,and Employer and TPA mutually agree upon payment of applicable fees,then TPA shall furnish Employer. (a)sample documents to be reviewed by Employer with its legal counsel,for creation of customized documentatiori for the Program to be approved and executed by Employer,including board resolutions,summary plan descriptions(SPDs),plan documents and plan amendments(if any);and(b)sample administrative forms needed for TPA to perform its duties under this Agreement 3.8 Recordkeeping TPA shall maintain,for the duration of this Agreement the usual and customary books,records and documents,including electronic records,that relate to the Program and its Participants that TPA has prepared or that have otherwise come within its . These books,records,and documents,including electronic records,are the property of Employer,and Employer has the right of continuing access to them during normal business hours at TPA's offices with reasonable prior notice. If this Agreement termiriates,TPA may deliver,or at Employees request will deliver all such books,records,and documents to Employer,su*d to TPXs right to retain copies of any records 4 deems appropriate. Employer shall be required to pay TPA reasonable charges for transportation or duplication of such records.Provided,however;that upon tenninadon of this Agreement TPA must destroy or return to Employer all PHI,Including PHI that is In the possesssion of subcontractors or agents of TPA. If it is infeasible to return or destroy PHI received by Employer or the health FSA,or created or received by TPA on behalf of Employer or the Health FSA,TPA shall provide to Employer notification of the condition that make return or destruction infeasible. Upon Employees agreement that return or destruction of PHI is infeasible,TPA shall extend the protections of this Agreement to such PHI and limit further uses and disclosure of such PHI to those purposes that make the return or destruction Infeasible,for so long as TPA retains such PHI. TPA shall pay all storage charges for any such PHI for so long as TPA retains such PHI. 3.9 Standard of Care; Erroneous Payments TPA shall use reasonable care and due diligence in the exercise of its powers and the performance of its dudes under this Agreement If TPA makes any payment under this Agreement to an ineligible person,or if more than the correct amount is paid, TPA shad make a diligent effort to recover any payment made to or on behalf of an ineligible person or any overpayment. However,TPA will not be liable for such payment unless TPA would otherwise be liable under another provision of this Agreement 3.10 Notices to Employer TPA shall make available to Employer all notices reflecting its Privacy policies and practices as required by state and/or federal law. 3.11 Compliance with Privacy and Security Rules Under HIPAA Capitalized terms used in this Section(but not otherwise defined in this Agreement)shall have the same meaning as defined in 45 G.F.R.%160.103,164.103,164,304,and 164.501. Upon the relevant HIPAA applicability dates with regard to Employees Health FSA,the follow provisions will apply: (a) General Responsibilities as a"Business Associate! TPA recognizes that it is considered a'Business Associate*with regard to employees Health FSA for purposes of the privacy and security rules under HIPAA. 1. TPA agrees not to use or further disclose PHI other than as permitted or as required by this agreement or required by law, 2. TPA agrees to use appropriate safeguards to prevent the use or disclosure of PHI other than as provided for by this Agreement 3. TPA agrees to mitigate,to the extent practicable,any harmful effect that is known to TPA of a use or disclosure of PHI,TPA in violation of the terms of this Agreement 4. TPA agrees to report to Employer any use or disclosure of PHI not provided for by this Agreement 5. TPA agrees to ensure that any agent,including a subcontractor,to whom it provides PHI received from,or created and received by TPA on behalf of Employer agrees to the same restrictions and conditions that apply throughout this Agreement to TPA with respect to such information. 61 TPA agrees to provide access,at the request of Employer,and in the time and manner designated by Employer,to PHI in a designated Record Set,to Employer,or as directed by Employer,to an Individual in order to meet the requirement of 45 C.F.R.§164.624. 7, TPA agrees to make any amendernents to PHI in a Designated Record Set that Employer dinacts or agrees to pursuant to 45 C.F.R.§164.526 at the request of Employer or an Individual,and in the time and manner designated by Employer, 8. TPA agrees to make internal practices,books and records relating to the use and disclosure of PHI received from,or created or received by TPA on behalf of Employer available to employer,or at the request of Employer,to the Secretary in the time and manner designated by Employer or the Secretary,for purposes of the Secretary determining Employees compliance with the privacy rule. 9. TPA agrees to document such disclosures of PHI and information related to such disclosures as would be 1AcakAmkA8Mft'ntWaWAypro FSA.&c 4 required for Employer to respond to a request by an Individual for an accotmiling of disclosures of PHI in accordance with 45 C.F.R.§16028. 10., TPA agrees to provide to Employer or an Individual,in the time and manner designated by Employer, information collected in accordance with Section 3.11(a)(9)to permit Employer to respond to a request by an Individual for an accounting of&A:Iosures of PHI in acccwdance with 45 C.F.R.§164.52& if. In the event that TPA conducts Standard Transactions with or on behalf of the Health FSA,TPA 40 comply with the requirements in 45 C.F.R. Part 162. TPA YAH require any subcontactor or agent involved with the conduct of such Standard Transactions to comply with each applicable requirement of 45 C.F.R.Part 162. 12. TPA agrees to implement administralive, physical, and technical safeguards that reasonable and appropriately protect the confidentiality, Integrity, and availability of the eledronk:PHI that TPA creates, receives,maintains or transmits on behalf of the Employer. 13. TPA agrees to ensure that any agent Including a subcontractor,to whom it provides electronic PHI created, received,maintained,or transmitted on behalf of the Employer agrees to implement reasonable and appropriate safeguards to protect such elachnic PHI. (b) Permitted Uses and Disclosures by TPA. TPA may use and disclose any PHI on behalf of,or to provide services to Employer,as spedW in this Agreement for the proper management and administration of TPA,to carry out the legal reepwsibifilles of TPA;and to provide data aggregation services to Employer. Notwithstanding the foregoing,such use and disclosure of PHI may not violate,the privacy rule. (c) Aimendment to Comply with Privacy and Security Rules. TPA agrees to amend this Section as necessary from time to time to comply with the requirements of the privacy and security rules under HIPAA. (d) Termination of Agreement TPA agrees to termination of this Agreement by Employer if the terms of this section are vtolded. In addition,at termination of this Agreement TPA agrees to return or destroy PHI mceivaci by TPA under this Agreement,or to the extent that it Is not feasible,to continue to limit the further uses and disclosures of that information as provided by this Section. 3.12 Non-Discretionary Duties;Additional Duties TPA and Employes agree that the duties to be performed hereunder are non-discretionary duties. TPA and Employer may agree to additional duties in writing as may be specified in the Appendices from time to time. ARTICLE IV,BENEFIT PROGRAM PAYMENT; EMPLOYER'S FUNDING RESPONSIBILITY 4.1 Payment of Benefits Employer authorizes TPA to pay Program benefits by checks written(or other draft payments or debit)on a bank account established and maintained in the name of the employer for the payment of Program benefits. Each paycycle,or week or at such other Interval as mutually agreed upon,TPA will balance and reconcile with Employer Payroll reports. The Employer shall pay or transfer into the bank account the amount equal to amounts withheld each paycycle. TPA shall use such funds to pay claims each cycle and shall notify Employer if claims exceed contributions at any time. Employer shall fund account as necessary to ensure adequate funds are available for claims.Employer shall enter into such agreement and provide instructions to its bank as are necessary to Implement 4.1.TPA shall have sole authority top whatever notifications, instructions,or directions as may be necessary to accomplish the disbursement of such program funds to or on behalf of Participants in payment of approved claims. TPA shall ACH funds from designated account to TPA account in order to process direct deposits and pay claims. Such funds will be equal to the amount of approved claims for said cycle. 4.2 Funding of Benefits Funcilng for any payment on behalf of the participants under the Program,including but not limited to,all benefits to Participants in accordance with the Program,is the sole responsibility of Employer,and Employer agrees to accept liability for,and provide sufficient funds to sa",all payments to Participants under the Program,including claims for reimbursement for covered expenses,if such expenses are incurred and the claim is presented for payment during the term of this Agreement ARTICLE V. TPA COMPENSATION 5.1 Service Charges The amount of the monthly service charges of TPA are described in the Fee schedule attached to this Agreement TPA may change the amount of such charges by providing at least thirty(30)days written or electronic notice to Employer. TPA may also change the monthly service charges as of the date any change is made in the program. Standard administration fees,as outlined in the attached Fee schedule are guaranteed for one(1)year,beginning January 1, 2012 through December 31,2012. These fees are guaranteed as described In the Fee schedules for a I year minimum. TPA has I�ca1JjmkA%rwmmtsXPaypra FSA.doc 5 a right to amend fees(increase)if the TPA has experienced any fee or service changes from the debt card verift which results in an Increased cost to the TPA. 5.2 Billing of Charges AN service charges of TPA,whether provided for in this or any other Section,shall be billed separately from statements for payment of claims so that proper accounting can be made by Employer of the respective amounts paid for claims an administrative expenses. 53 Payment of Charges All charges under this Afticle V shall be determined by TPA and billed to Employer monthly. Alternatively,N so agreed by the Parties.TPA may deduct payments for monthly service charges from the bank account maintained by Employer as described in Article IV. Employer shall make payment to TPA within ten(10)business days of receipt of notice of the amount due,or such amount will automatically be deducted from the bank account maintained by Employer as described in Article IV. ARTICLE W. GENERAL PROVISIONS 6.1 Severability- Headings If any term of this Agreement is declared invalid by a court,the same will not affect the validity of any other provision,provided that the basic purposes of this agreement are achieved through the remaining valid provisions. The headings and Sections and subsections contailned in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement 6.2 Compliarim;Non-Waiver Failure by Employer or TPA to insist upon strict performance of any provision of this Agreement M not modify such provision, render it unenforceable,or waive any subsequent breach. No waiver or modification of any of the terms or provisions of this Agreement shalt be valid unless in each instance the waiver or modification Is accomplished pursuant to the amendment provisions of Section 6.3. 6.3 Assignment Amendment Neither Employer nor TPA can assign this Agreement without the other party's written consent This Agreement may be amended only by written agreement of duly authorized officers of Employer and TPA. 6.4 Audits Each party shah be authorized to perform audits of the records of payments to all Participants and other data specifically related to performance of the parties under this Agreement upon reasonable prior written notice to the other. Audits shall be performed during normal working hours. Audits may be performed by an agent of either party provided such agent signs an acceptable confidentiality agreement. Each party agrees to provide reasonable assistance and information to the auditors. Employer acknowledges and agrees that if it requests an audit it shall reimburse TPA for TPA's reasonable expenses,Including copying and labor costs,in assisting Employer to perform audit Each party also agrees to provide such additional information as the other party shall reasonable request 6.5 Non-Disclosure of Proprietary Information (a) General. Employer and TPA each acknowledge that in contemplation of entering into this Agreement(and as a result of the contractual relationship created hereby),each party as revealed and disclosed,and shalt continue to reveal and disclose to the other,information which is proprietary and/or confidential information of such party. Employer and TPA agree that each party shall:(1)keep such proprietary and/or confidential information of the other party in strict confidence;(2)not disclose confidential information of the other party to any third parties or to any of its employees not having a legitimate need to know such information;and(3)shall not use confidential information of the other party for any purpose not directly related to and necessary for the performance of its obligations under this Agreement(unless required to do so by a court of competent jurisdiction or a regulatory body having authority to require such disclosure, (b) Confidential Information Defined. Information revealed or disclosed by a party for any purpose not directly related to and necessary for the performance of such party's oblk ations under this Agreement shall not be considered confidential information for the purposes hereof(1)if,when,and to the extent such information is or becomes generally available to the public without the fault or negligence by the party receiving or disclosing the information;or(2)if the unrestricted use of such Information by the party receiving or disclosing the information has been expressly authorized in writing and in advance by an authorized party of the other party. For purposes of this Section,confidential information is any information in written,human-readable,machine-readable,or electronically recorded form(and legaided as confidential and/or proprietary or words of similar import)and information disclosed orally in connection with this Agreement and identiffed as confidential and/or proprietary(or words of similar import);and programs,policies,practices,procedures, files,records,and correspondence concerning the parties'respective businesses or finances. The terms and conditions of this Section 6.5 shall survive the termination of this Agreement 6.6 Arbitration Any controversy or claim arising out of or relating to this Agreement between Employer and TPA,or the breach thereof,shall be 1Ata\djmkAw,mnent!AP&wo FSA,&c 6 subject to non-binding arbitration prior to the filing of a complaint in a court of law,provided,however,that such arbitration shall be final and bkding and may be enforced in any court with the requisite jurisdiction if the parties agree in advance,in writing,that such mtdradon shaft have final,binding effect All arbitration,whether binding or non-binding,shag be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association. The Arbitration shall take place in a mutually agreed upon location within the State of California, 6.7 Notices and Communications (a) Notices. All notices provided for herein shah be sent by confirmed facsimile,or guaranteed overnight mail,with trecing capability,or by first clan United States mail,with postage prepaid,addressed to the other party at their respective addressed set forth below or other addresses as either party may designate in writing to the other from time to time for such purposes, All notices provided for herein shall be deemed given or made when received. (b) Addresses. The Employees address for notices as described above is:City of Redlands,Human Resources Department,35 Cajon Street Ste,10,P.O.Box 3005,Redlands,CA 92373 TPKs address for notices as described above is:6180 Quail Valley Court Riverside,CA 92507 (c) Communications. Employer agrees that TPA may communicate confidential,protected,privileged or otherwise sensitive information to Employer through a named contact designated by Employer(named contact)and specifically agrees to indemnify TPA and hold it harmless*(1)for any such communications directed to Employer through the Named Contact attempted via telefax,mail,telephone,e-mail or any other media,acknowledging the possibility that such communications may be inadvertently misrouted or intercepted;and(2)frons any claim for the improper use or disclosure of any PHI by TPA If such information is used or disclosed in a manner consistent with its dudes and responsibilities hereunder. 6.8 Termination of Agreement (a) Automatic. This Agreement shall automatically terminate as of the earliest of the following:(1)the effective date of any legislation which makes the Program and/or,this Agreement illegal;(2)the date Employer or TPA becomes insolvent, or bankrupt,or subject to liquidation,receivership,or conservatorship;or(3)the termination of the date of the Program, subject to any agreement between Employer regarding payment of benefits after the program is terminated. (b) Optional. This Agreement may be terminated as of the earliest of the following:(1)by TPA upon the failure of Employer to pay any charges within ten(10)business days after they are due and payable as provided in Article V;(2)by TPA upon the failure of Employer to perform its obligations in accordance of this agreement,including the provisions of Section 3.11;or(4)by either Employer or TPA,as of the end of the term of this Agreement,by giving the other party thirty(30)days written notice, (cy Limited Continuation After Termination. If the Program is terminated,Employer and TPA may mutually agree in writing that this Agreement shall continue for the purpose of any payment of any program benefit,expense,or claims incurred prior to the date of Program termination. In addition,if this Agreement is terminated while the Program continues in effect,Employer and TPA may mutually agree in writing that this Agreement shall continue for the purpose of payment of any claims for which requests for reimbursements have been received by TPA before the date of such termination.If this Agreement is continued in accordance with this subsection(c),Employer shall pay the monthly service charges incurred during the period that this Agreement is so continued and a final termination fee equal to the final month's service charge. This Agreement shall continue as provided by and subject to Section 3.8 if the return or destruction of PHI is determined to be infeasible. (d) Survival of Certain Provisions. Termination of this Agreement shall not terminate the rights or obligations of either party arising out of a period prior to such termination. The indemnity,confidentiality,privacy,and security provisions of this Agreement shall survive its termination. 6.9 Complete Agreement; Governing Law This Agreement(including all Appendices)is the full Agreement of the parries with respect to the subject matter hereof and supersedes all prior agreements and representations between the parties. This agreement shall be construed,enforced and governed by the laws of the State of California. IN WITNESS WHEREOF,Employer and TPA have caused this Agreement to be executed in their names by their undersigned officers,the same being duty authorized to do so. City of Redlands,as Employer PRO ADM N1 ORS,as TPA — I A _n? Z&ORS, By: A� Title: Title: i-It r FSA doc 7 Appendix A— Health FSA and Dependent Care FSA Guidelines Initial Set up Fee: $280.00 waived Debit Cards Set up Fee: $200,00 waived Monthly Service Charges • The monthly fees charged for each person enrolled in the Health FSA and/or the Dependent Care FSA as of the first day of each morith for the term of the Agreement shad be$6.50 per Participant Per Month. • Debit Cards will be issued for each Participant in the Health FSA at an additional cost of included with above fee. This fee is assessed regardless if the card is used. • TPA is responsible for the$0.15 per card swipe fee. • Reimbursement checks are mailed to Participant home addresses,at no additional cost. • If TPA provides Form 5500 upon employer request a fee of$250.00 wig be billed to the Employer. • Group EnrollmenVEducatiori Meetings will be provided for the initial plan year at no cost Group Enrollment/Education meetings can be provided in future years,based upon mutually acceptable dates/times,TPA shall provide up to two meetings for Open Enrolment meefings at no cost. Services Included: Employer is responsible for all legal requirements and administrative obligations with regard to the FSWs,except for the following administrative duties that will be performed by TPA: 1. TPA shall make available(by electronic medium and paper copy)enrollment and reimbursement forms and instruction for filing Participant claims. Upon payment of additional fees,TPA shall make available other FSA Documents. 2. Upon receiving instructions from Employer with regard to a Participants change in status or other event that permits an elw.*n change under IRS regulations,TPA shall make the corresponding change to the Participants election when payroll deduction amounts reflect change in election amounts. 3. TPA shall prepare the information necessary to enable the employer to satisfy its Form 5500 filing obligation with regard to the Haab FSA- Employer Is responsible for reviewing the information provided by the TPA for accuracy,as well as determining the filing requirements of the Form 5500. Employer shall notify TPA yearly,of the requirement to prepare and provide a Form 5500. TPA has no authority or advice as to satisfying the filing requirements. 4. TPA shall assist Employer in preparing preliminary final non-discrimination tests for the Health FSA and the DCFSA. 5. TPA shall make initial decisions with regard to Participant claims and disburse any benefit payments that it determines to be due within a reasonable amount of time,and at a minimum of twice per month,following the receipt of required payroll deduction information.Benefit payments shall be made by check or electronic deposit payable to the Participant If the amount of the claim exceeds the amount the Participant had withheld to date,Employer understands and agrees that eligible claims under the Health Care FSA shall be reimbursed in accordance to the plan documents. 6. Claims of less than$5,00 may be carried forward and aggregated with future claims until the amount is equal to or greater than$5,00,except that any remaining amount shall be paid after the end of the Plan Year without regard to the$5.00 threshold. 7. Claims paid byPaypro Benefits Card shall be deducted from TPA account initially,and will be replenished from Employer Account the following Claim cycle, If the account balance is exceeded by claims,TPA shall notify Employer to deposit additional funds in Employer Account that TPA can access and use to pay claim. 8. TPA shah notify Participants with regard to any claim that is denied due to inadequate substantiation or data submission and provide an adequate period of time for the Participant to resubmit the claim.TPA shall follow the requirements of ERISA with regard to denial of claims, Services Not Included: 1. Employes compliance with COBRA or compliance with HIPAA portability requirements. 2. Determining whether Employers DCFSA and/or HCFSA documents are in compliance with the Code or any other applicable state,federal,or local statutes or regulations, 1 Determining if and when an event has occurred under the IRS permitted election change regulations that would allow participant to make a change in election(following the provisions of the plan), 1AcaWjinkA9r0cnmntskNyWo FSA-dw 8 Aflac Group Payroll Account Authorization IN=CTI.QNS- • Complete this form for all now and re-enroftent Aflac Group payroll accounts. • Please cornplelle all fleft that apply to this account prior to submission to the state offte. • Submit cornpleled tne to your stats of for approval and submission to Affac Group. • For additional delalle regarding Aflac Group Account Setup,plesse,refer to the Quick Reference section of Associate Set="> Afac Group page. 1.GENERAL ACCOUNT INFORMATION(Please select only the category and sub-category the apply): C3 Now Ailsa Gmp Payroll Account (3 Afac,Group Products only U Cfflkxd Iflness Wrap*(bass plan only) 13 Critical Ilin"s Vftp With Riders arKVor Additional Group Products' Rs-enrogntent OW Is required when offering additional products.Please complete Sections 1.4 3,7,8,then 9 If SNGG) 8 Afte Group Products Only 113 Critical Illness Wrap*(base plan only) Q Critical Illness Wrap with Riders and/or Additional Group Products* Tritical Illness Vft and Critical I&Ws Wrap Wfth Hiders and/or Additional Group Products are only available to accounts OW have Aftac Individual products In lbres and we only valld for the first Aflac Group product enrollment. Name of Account C111Y Of Redlands Type of Business: WMICIPal Tax ID No.; 95-61300766 Situs State(situalheadquarters/domielle state):CA Number of Eligible Employees: 500 Mailing Address: P.O.Box 3005 City. Redlands State: CA ZIP: 0371 Number of Locadons* 1 If mini-location account list states: 2. ENROLLMENT INFORMATION Employee eligibility: Hours per week: 40 Length of employment 90 (in dep) Enrollment Mathod(sy 9 1 on 1 0 SNGG(Corn piete section 6y.0 Third-Party Laptop 0 Call Center 0 Web 0 HR/Group Meetings Enrollment Date: N Paper E3 Electronic Fits NOME Th sty Laptm Cad Center and Web enroftent methods may result in corrmssiw redudion Refer to the wactronk enrollment gudefim an Ass:odaft Services for addidonat rt quirements *Enrollment Data Start 11-15-11 End: 12-1-11 CoveragelBfling EffectiveDalm 1-1-2012 *Enrollment appffca6ws canrW be sol lied mom than 90 days pdor to the coveragelbilling effective date.Enrollment applications taken outside the dates specified above Wit be automatically declined unless they are new hires as noted below. G0138A 7- ENROLLME14T INFORMATION(continued) Wit newly efigbe en ployees be enrolled throughout the year? C3 Yes 8 No W"newly offglft employees be enrolled using a dftwA method than the initial enrollment method?D Yes 13 No If Yes,what method wig be useck It Yes,with what towency will they be enrolled? 13 Monthly C3 Quarterly 0 Semiannually 0 Other For(6-Onreftwft only,what was the date of the lad new hke enrollment? j NA' Date aPPlIcallm will be received by Affac Group: 12 t, 16 t. 2011 (Aakaflons must be 1h house on the f 51ft Of the RWM PflOr to the cGV~Jfflnq effectlVe date or 15 days p(W to the dedluctibn register dbo date,whichever Is earlier, OR 30 days PdW to the coveregeoWUng effectIve date for Ct wrap and C1 wrap wdh other products,) Employee 10 Type(dwa am): 0 SSIN 0 EEID Who should certillcates be mailed to? 0 Insured 0 Account Enrollment Contacts Main POC for Enroftent: Nww. Emelt: TslephOrWK OSA Contact Nanw Julius Botelho State opera#= CASE OSA A&IM".. P.O Box 7814 ca.f. Redlands state: CA zip coft 92375 OSA contact Tme: DSC Contact Emall Addrew. JtlLItI.1q ROTFI.HO,81 IS AFLAC-C(' M Td*xxw. WD 367-0200 FRX 0951)367-0202 Please Indicate which of the following the OSA would Iko to be copied on: N Deduction Register 0 Wing correspondence with account 0 Admin set uWconfirmation 8 Any other corresporidence with to account 0 Correspondence to Irsureds,Ift carvW copy wyom on cornea poodarm OW c&*Vm heash jnformaumj ci ouw Secondary Fm contact Name: Nancy Botelho Address.. 1737 Atlanta Ave Suite H2A c*. Riverside Stew. CA ZIP code: 92507 Contact TRW ASA contact Ems#Address:NANCY BOTELHO(MUSAFLAC.COM Pt ww (951)367-0200 Fax (951)367-4202 am Joy Gundersom-- MVR Jim Mattson Broker Finn fffsppfib").- Broker Name: Broker Address: city. State: ZIP Code: Contact Nam: Contact Too. Contact Emak Address: Contact Phorw Contact Fax. Enrol knent Company Nara(Yeppftabiap Enrollment Cornpany Addreav- city. State: ZIP Code: Contact Narw Contact Tft* Conrad Erre'll Address: Contact Pho1W. Contact Fax G0138.1 2 3. GROUP PRODUCTS BONO SOLD Plena che&the box fbr each group product you will be offisring during this enrollment a Critical mroft SaW"one: 0 Tobecoo-Distinct Robs 0 Uni-Tobacco Rates Select o*ons: *4ft Wellness 0 Without Wetness 0 Non Ci Wrap (only one:0 Cancer 0 Without Cancer) 6 Cl Wrap (11111 Cancer 0 Without Cavw) 0 Incklent Rider 0 Heart Rider 0 Gentile Testing Rider 0 HSA Compatible(sAsd to syskbft) *Rklem not avail"on HSA compatible plans M Acckfont Select only one: E3 Low Option 8 High Option Select only one. 0 Nonoccu;udwsl 0 24-Hour Select only one: 0 With Wellness 0 Without Wellness 0.Sicimen Rider C3 Catastrophic Rider(high option only) 0 HSA Compatible(Autlect to avallebilityr *Only Catastrophic Rider'[a available on HSA Compatible plan for Accident 0 Hospital bulernnity Select a*onw. 0 Plan 1 0 Plan 2 0 Plan 3 0 Plan 4 0 HSA Compatible(subjed to availability) 0 Centel Select only one: 13 Basic Plan 0 Standard 0,Premier 13 VfiwW Life 0 Few Purchase 0 Premium Purchase(only available for cases over 1,000 lives) •Term Lffs,(&*two selections per payroll account) 0 6-Year 0 10-Year 015-Year 0 20-Year 0 30-Year •Short-Tom Disability(Select only one from each category) 0 24-Hour Benefit 0 Nonoccupallonal Benefit Period- 13 3-Month 0 6-Month 0 12-Month Elimination Period: 0 017 E3 M 0 0/14 0 14/14 13 30/30 Which products and plan will be pre-W? 8 Critical Illness 8 Accident 0 Hospital Indemnity 0 Dental 0 Short-Term Disability When does ttws plan yew begin? 01-01-2012 Will the account mire pre-texdocumentation? OYes ANo If Yes,Plans SOW all that apply.0 Premium-Only Plan 0 Flexible Spending Accounts(ANowwdaysibrpocessingandcomplato sectba 10,) 4. EXISTING AFLAC IMIDIVIDUAL ACCOUNTS NOTE: Plane c=nPlaile this section only If your account has In-force Aftac,Individual products. By o#MV a group pnxW Drat is skniler to(So)Me&'t-force indlvftal produd,you acknowledge that you have advised the payroN account of ft polondel dillbrance between Me hw productt Afac Ind"us!Account Number UV933 Will individual products continue to be offered with Ase Group products? M Yes 0 No Plea"indicate ream for offering group products: * Low penetration on wristing products 0 yes 0 No • Wfill-locationmets,account 13 Yes 0 No • To add a new fine of business: 8 Yes 0 No • Competitive situation: E3 Yes 0 No If yes,list the name of the competitor. NOTE: Pleass consult with employees payroll contact to ensure accurate compleflon of the next section. 0138.1 3 AFLAC GROUP BILUNG ADMINISTRATION Iia.CONTACT INFORMATION NOTE:Affect Group will contact the designated billing contact to rairtaw Inl6nnation via*mail or a phone call. Contact for Billing Inquirles:0 A&a Me, Human Resources Department Billing Contact Phorw(909 ) 798-7514 EA:—Fax(it appffeablop(909 336-47R2 Billing Contact Email(rowksit. ashearftchoftediands.ora Address: P.O.Box 3005 City. Badlands Statw. CA zip cocit 92372 Please designate a ressm point of contact:and complete that person's lnlbrmati;n below. Row"Contact for Bill ft Incluirter.0 Mr.0 Ms. Billing Contact Phone:( ) Ext.:—Fax(1Y applkable)* Billing Contact Ems# Address: City- ZIP Cods: Please designate a point of contact for cancellations,prarnturn changes due to underwriting,and stop/blvangs cleductJon notices,and complete that person's information below. Contact for Cancellations:0 Mr.0 Me. Contact Phone:( Ext.:_Fax(it appikable): Contact Email(Irsqkvo. Address: City: State: ZIP Code: 5b.SILUNG AND DEDUCTION INFORMATION Employee ID Type., 8 SSN 0 EEID(check one) Date Deduction ft due to account after InItIalfre-enrollmert 01 J 02 1 2012 Date Deduction Me due to account each month for self4li accounts: Billing and Payroll Inlormadon: 13 Check if prafflurns are deducted at different frequencies for different employees(i.e.,some employees am deducted weekly while others are deducted biweekly). If this is the one,please check all that apply below. Deduction Frequency List the dates of the first and second deduction for each deduction frequency: E3 Weekly(62 psycheclai) *First Deduction: —1 l Second Deducdon: 0 BWeskly(26 paychecks) *First Deduction- I I Second Deduction: It Semimonthly(24 paychecks) -First Deduction: 15 12012 Second Deduckn- 1_/x.1_2012 2012 E3 Monthly(12 paychecks) *First Deduction. I Second Deduction: 13 Other. *First Deduction: Second Deduction: jl�� 00138.1 4 t { 8b.BILLING AND DEDUCTION INFORMATION(continued) t3�F sass!to the fh�l#pr►y pertod of the month of tM �ti Mhedrre� t Monthly moat*or sernhomhly} p Monthly 444(paid ) s. p Morft 2-2-3(paid b ) p Plane Indlesta how deduaftna vA#be handled lbur omployaas who may miss workideductlow a Instsw pays i i ww* v k*AW pays,Mdse Group(LAIC) Q Accountfrdtb pmmkxn Please Indlesto how reftinds should be handled? M issue to its empbee D Issue to the account p May to the account and mala payable to the employes D A thin4u ty admiral (TPA)will be used for being purposes. TPA tame;.; &/A TPA Contac TPA Addrosat City: sta* ZIP Codec TPA Contact Tf w C tact Email Phone: Fatc d Chock tf kwom should be subtotaled by depailmerd or location List locations or deparlmm ts: Raft to muN#-Invoice guidelines If requesdrq separate I mo6ices(only available to acowntsvitt 1,000 or more eligible emp#oyeos� If requirernents are met 0 Check y nxMiple invoices we needed and complete tta multWnvo&w Information below Multi-Invalco Information Departmorrttt oc:abon Department/Location Department/Location Contact Deperbnont/Location Names Contact name Mailing Address Contact ErnatAddress G0138.1 5 ft BILLING FORMAT Invoice Information 4 Electronic Bill[An woke is emailed at ft desired tmquency(Section 5b).Please be sure to include,ffm email addiess in Section 5&NOTE: A maximum of 2 recialents can receive the elachonic W,including Me account contact.] 0 Hard Copy BIN(A paper bift Is ma ted to the bift address. Copbs cannot be provided to more Ow one reciplent.) 0 Self Blil Reminder(ReWires an eiacbonic deduction report to be sent to Aflac Group)Rmkx*s are sent monthly.A maximum of 2 reciplarb may receive the reminder,Including the account contest. Please Include the Inlormation requested on the Payment Detail File Layout(Self-8111)on Assochft Services. Please Indicate which of the following the OSA would like to be copied on 0 the Electronic bill or 0 the Self-Bill Reminder. Please check the box for the way In which the detail remittance will be submitted: •Hardcopy with attached payment •Secure email 0 Secure FTP Payment Inibmadon Please check the box for the way In which the payment Will be submitted: 0 Check 0 VWWACH 5d.REPORTING Reconciliation Report 4 Yes 13 No • Se1f-131111 accounts 1,000 and over(provided monthly) • AN other accounts,regardless of size and billing method (provided quarterly) Exception Report 0 Yes 0 No • SW-W accounts(provided monthly) • Hard copy and electronic accounta1,000 and over(provided monthly) • Hard copy and electronic accounts under 1,000 (provided quarterly) Reports should be sent to.• 6. SPECIAL IINSTRUCTIIONS Please Include any additional special Instructions as appikable. For SNGG cases(if applicable),please complete Section 8 at this form. If offering FSAs,pleaso complete Section 9 of this form. G0138.1 6 w 7. ASSOCIATWAGENT AUTHORIZATION AND NATURP(S} i ad=wWcige ttwt W msrican lnauranosny(AftoGvup}haft soloand absolute d*b ddKmtm who snail solieltand serviospWadeduction accOunto,and that Continw4slAmokm tnaurancs Company t VW)mgy Metal"w fw s , and dae who may ns hm pa r one in tttsgawt timet i am not an am ;orr+s*ioof ofths (oro ass" taxleistanddistl ant not td �hm account without taut ap s an what American 1nsunutos Cor m � I WWW*Wd ss O$A fortt t 600ounIft1l"may beondtiodtos at cat all Wainewt onIft aomsnt(Mester }, AssoclabOs Agenfe rw DsUaz AssodetwWAgonft Neow Julius Botellr' Wtitlrg tb »bsfs Stoe OP* > Phone Num _.._ Fax Numbs:f } COmmteek .Q PWIC81941 1 © Package 2 0 Packa"3 0 Package 4 8 No"mker CI Other.- S. ither;S. ACCOUNT REPRESENTATIVE AUTHORIZATION AND SIGNATURES(S) t Account Representative Signature: I sXA1 Account Representative Name; Pete Agar. Mayor Account Nwnr. _City of Redlands Continental American insurance Company Aflac Group lnsurw"•PO Box 427•Columbia,Smit Carolina 29202 G0138.1 7 SNGQ SETUP INFORMATION NOTE: Complets only if appliesb* 9, SNQ4 SETUP INFORMATION Name of Account: Feld Underwriting some& 0 Yea 0 No Census Info Source:❑Core 0 SNG CI Download with Case O None *Employment Type:❑Full Time D Part Time 'Minimum Hours per Week: Full Time Part Tarte 'Employee Minkrnsn time on job: pays Main Contact for Enrollment setup,K diFferent from OSA: Name: Email Ad Telephone: Enrollers: Agent Nam Agent Emall Writing Number SNG Unit Number Locationts)Code Locatton(s)Nam For non-Cl vVrap accounts,this information wilt be confirmed by the Marketing manager during setup. 0(2138.1 8