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Resolution No. 098781 a 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 M RESOLUTION NO. 9878 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VERNON APPROVING AND AUTHORIZING THE EXECUTION OF A COBRA ADMINISTRATIVE SERVICES AGREEMENT BY AND BETWEEN THE CITY OF VERNON AND IGOE & COMPANY INCORPORATED DBA IGOE ADMINISTRATIVE -SERVICES WHEREAS, on April 7, 2008, the City Council of the City of Vernon adopted Resolution No. 9585 approving a COBRA Administrative Services Agreement with Igoe & Company Incorporated dba Igoe Administrative Services ("Igoe") for the period April 1, 2008 through IMarch 31, 2009; and WHEREAS, the Risk Manager has recommended that the COBRA Administrative Services Agreement with Igoe be renewed for the period April 1, 2009 through December 31, 2009, at the same rate as last year, $75.00 per month, plus additional services as requested; and WHEREAS, the City Council of the City of Vernon has determined that, pursuant to the provisions of subsection (a) of Section 2.27 of the Vernon City Code, it is in the public interest and necessity to approve an agreement with Igoe for COBRA services. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF VERNON AS FOLLOWS: SECTION 1: The City Council of the City of Vernon hereby Ifinds and determines that the recitals contained hereinabove are true land correct. SECTION 2: The City Council of the City of Vernon hereby approves the COBRA Administrative Services Agreement with Igoe, in substantially the same form as the copy which is attached hereto as Exhibit A and incorporated by reference. 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 SECTION 3: The City Council of the City of Vernon hereby authorizes the Mayor or Mayor Pro-Tem to execute said Agreement for, and on behalf of, the City of Vernon and the City Clerk or Deputy City Clerk i's hereby authorized to attest thereto. SECTION 4: The City Council of the City of Vernon hereby authorizes the City Administrator, or his designee, to make whatever nonsubstantive, administrative and/or text changes, upon advice of counsel, to the Agreement. SECTION 5: The City Council of the City of Vernon hereby directs the City Clerk, or her designee, to send one fully executed Agreement to: Igoe Administrative Services Attn.: Michael C. Igoe, President/CEO 15090 Avenue of Science, Suite 201 San Diego, CA 92128 SECTION 6: The City Council of the City of Vernon hereby approves and authorizes the City Administrator, or his designee, to perform such acts and deeds as may be necessary or convenient to effect the purposes of this Resolution and the transactions herein approved or authorized and to execute any and all documents as shall be required to complete the COBRA services consistent with the terms of the Agreement herein. I/ / / - 2 - 1 SECTION 7: The City Clerk of the City of Vernon shall 2 certify to the passage of this resolution, and thereupon and 3 thereafter the same shall be in full force and effect. 4 APPROVED AND ADOPTED this 9th day of March, 2009. 5 6 Name: Leonis`C. Mallburg Title: Mayor Za-y,&T--P-r��em- 8 9 ATTEST: 10 11 MANUELA GIRC)tl-, tity Clerk 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 3 STATE OF CALIFORNIA ss COUNTY OF LOS ANGELES 3 4 1, MANUELA GIRON, City Clerk of the City of Vernon, do hereby 5 certify that the foregoing Resolution, being Resolution No. 9878, was 6 duly adopted by the City Council of the City of Vernon at a regular 7 meeting ofthe City Council duly held on Monday, March 9, 2009, and 8 thereafter was duly signed by the Mayor or Mayor Pro-Tem of the City of 9 Vernon. 10 11 -MANUELA (�-rROW, City Clerk 12 (SEAL) 13 14 is 16 17 18 19 20 21 22 23 24 25 26 27 28 4 EXHIBIT A COBRA ADMINISTRATIVE SERVICES AGREEMENT This Agreement made on April 1, 2009, between City of Vernon (hereinafter referred to as "Client"), with principal offices at 4305 Santa Fe Avenue, City of Vernon, State of California, and Igoe ft Company Incorporated dba Igoe Administrative Services (hereinafter referred to as "Igoe Administrative Services" or "Business Associate"), with principal offices at 15090 Avenue of Science, Suite 201, City of San Diego, State of California. In consideration of the mutual covenants contained in this Agreement, Client and Igoe Administrative Services agree as follows: 1 Client desires to have Igoe Administrative Services provide administrative and clerical functions related to Client's compliance with Health Care Coverage Continuation under the Consolidated Omnibus Budget Reconciliation Act of 1985 (COBRA), as amended. 2. In consideration for the fees and charges detailed below, Igoe Administrative Services hereby agrees to perform said administrative and clerical functions subject to the following terms and conditions: a. This Agreement shall be for a period of nine (9) months beginning on the date first above written, subject to Client's right to earlier termination in Section 2j(1), and Section 4(f). If Client or Igoe Administrative Services does not desire to renew, the terminating party must give the non -terminating party written notice sixty (60) days prior to the expiration of this Agreement of their intent not to renew said 'Agreement. Further, Igoe Administrative Services must give notice to Client regarding -any change in fees for the additional period of one (1) year at least sixty (60) days prior to the expiration of this Agreement. b. The terms Administrative and Clerical Functions to be performed by Igoe Administrative Services are defined as: (1) Sending of notices to qualified beneficiaries (PQBs) as required under COBRA within the time required by law and with proof of mailing, including without limitation (a) initial notification of all covered employees and spouses of their continuation rights; (b) notification of coverage continuation rights with election form; (c) notification of conversion rights upon termination of group coverage when applicable; (d) notification of coverage of continuation rights for subsequent qualifying events; (e) notification of termination of COBRA continuation coverage for non-payment of premium or at the end of any COBRA continuation period; and (f) notice of unavailability of continuation coverage. (2) Communicating with PUBs regarding COBRA coverage. (3) Collecting Premiums monthly from each PUB. (4) Reporting Premiums to Client and remitting premiums each month received to Client or Client's designee. 112812009 (5) Reporting enrollees to Client (courtesy copy sent to insurance carriers). (6) Reporting terminations to Client. (7) Sending DOL Notices (New Hires Letters), as requested by Client (additional fee will apply). (8) Sending HIPAA Certificates (included in notice). (9) Maintain hard copy or electronic files of all notifications and correspondence for seven years or longer if required by law. (10) Communicate new premium rates to each PQB upon open enrollment after receiving such rate change notification from Client. (11) Provide Client with copies upon request of all notifications, correspondence, and other records in conjunction with the services provided hereunder. (12) Notify COBRA participants of their possible right to an additional extension of benefits under AB 1401 at 180 days and again at 90 days prior to exhausting the statutory 18 months COBRA benefit eligibility, unless otherwise requested in writing by the Client/Plan Sponsor. C. The Administrative and Clerical functions do not include the amending and republishing the Client's plan document or booklets. d. Igoe Administrative Services will provide COBRA Administrative forms for Client's use. The forms are the sole proprietary property of Igoe Administrative Services. Said form(s) may only be copied for Client's internal use ("internal use" includes transferring the forms to Client's employees and former employees) and may not be communicated to, given to, or otherwise transferred to any other person, corporation or entity, provided that Client may disclose such forms where required by law. e. In order for Igoe Administrative Services to perform under the terms of the Agreement, Client agrees to be responsible for collection of the data necessary to enable Igoe Administrative Services to comply with the provisions of COBRA. Specifically, Client agrees to enter via CobmConnect or download the PUB COBRA Gualifying event information to Igoe Administrative Services within 30 days of the qualifying event, provided that where the qualifying event is divorce, legal separation, or where a dependent child ceases to be covered as a "dependent" Client agrees to notify Igoe ft Company within 30 days of the date it is notified of such event. 112812009 Igoe Administrative Services agrees to comply with ongoing COBRA notice requirements within fourteen (14) calendar days of receiving a completed PGB Personnel Action Report. 9. Igoe Administrative Services further agrees to account for collected premiums by: (1) Placing collected premiums in an Igoe Administrative Services premium fund account. (2) Providing Client with a report on or about the fifteenth (1511) of the month, following a premium reporting month, which details premiums billed and collected. (3) Forwarding to Client, on or about the fifteenth (15') of the month following a premium reporting month, a check drawn on the Igoe Administrative Services premium fund account for all net premiums collected during the preceding premium reporting month. The premium check shall be reduced by an amount equal to prior month's fees payable to Igoe Administrative Services. If premiums collected are not sufficient to pay Igoe Administrative Services fees, Igoe Administrative Services will detail and bill the excess amount due to Client. h. Igoe Administrative Services will report to Client on a monthly basis all new COBRA enrollees (those who have elected to receive coverage) and all terminations. It is Client's responsibility to communicate these additions and terminations to Client's insurer or administrator. i. Igoe Administrative Services will advise Client of all law or regulation changes affecting COBRA and will, within thirty (30) days, fully comply. (1) Client will pay to Igoe Administrative Services administrative fees in accordance with the COBRA Administrative Services Fee Schedule which is included in the Administrative Services Agreement for the given plan year. Client agrees to pay the administrative fees to Igoe Administrative Services within ten (10) days of receipt of invoice. Failure to pay fees within thirty (30) days of due date will result in Igoe Administrative Services suspending all administrative services. While in a suspension status, all services outlined in section 2(b) will cease and be held in a pending status until such time payment for services has been received. If payment is not received thirty (30) days following the suspension of services, Igoe Administrative Services will terminate this Agreement with written notice. The Fee Schedule in effect as of the effective date of this Agreement is set forth in Exhibit A which is attached to this Agreement and made a part hereof. If at any time the client wishes to terminate the COBRA services, a sixty (60) day written notice must be given to Igoe Administrative 112812009 Services by the Client. Within ten days of termination, and upon Client's written request, Igoe Administrative Services will provide Client with a status report of each of the qualified beneficiaries who were subject to this Agreement, including all details necessary to transfer responsibility to the new administrator. (2) Should either party institute legal action to enforce its rights under this Agreement, the venue shall be in San Diego County, State of California, and the prevailing party in such action shall be entitled to recover reasonable attorney's fees and costs. (3) At any time during the period covered by this Agreement should the total number of benefit covered employees decrease by 20% or more from the total number of benefit covered employees at the time such Agreement was entered, Igoe & Company reserves the right to require Client to pay all monthly administrative fees, including the Principal Gualified Beneficiary Fee ("PGB" Fee), as indicated in Exhibit A, in advance of the performance of work set forth in the contract. (4) Should Client, at any time during the coverage period of this Agreement, file in the United States for the Debt Relief or Reorganization of any type, all services from the date of the filling forward shall be terminated immediately. k. Igoe Administrative Services will use reasonable care and due diligence in the performance of its responsibilities hereunder. Client agrees that Igoe Administrative Services is not assuming the title and liabilities of Administrator or Plan Administrator as defined by the COBRA or ERISA law. Client agrees that this responsibility is, and remains, that of the Client. 1. Client agrees to accurately complete a COBRA Services Enrollment Form as supplied by Igoe Administrative Services. Further, Client agrees that this form will provide the basis of Igoe Administrative Services Administrative actions under this Agreement. Changes to this form may only be made in writing and are only effective when acknowledged by Igoe Administrative Services in writing. M. Igoe Administrative Services will attend any audit or hearing held by a government agency or bureau regarding compliance issues directly pertaining to administration services performed by Igoe Administrative Services during the term of this Agreement and will provide any and all requested documents in their possession. This provision will survive the expiration or termination of this Agreement. 3. Miscellaneous. a. Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California. 112812009 b. Assignability. This Agreement and the rights, benefits, privileges, duties and responsibilities of the parties hereto may not be assigned by any other party hereto without the prior written consent of the parties hereto. C. Availability of Counsel. All parties hereby acknowledge that they have read this Agreement in its entirety and have, to the extent to which they deem necessary, consulted with counsel before executing this Agreement. d. Binding Nature of Agreement. This Agreement is binding upon and shall inure to the benefit of the heirs, executors, successors and assigns of the parties hereto. e. Complete Agreement. This Agreement constitutes the complete Agreement of the parties regarding its subject matter and replaces and supersedes any prior written or oral agreement between the parties regarding its subject matter. f. Confidentialily: Igoe Administrative Services will maintain the confidentiality of all records and information obtained in conjunction with the services to be performed hereunder. The information therein shall not be divulged or disclosed or made available, to persons, other than Client, without written approval of the Client or a court of competent jurisdiction. This paragraph will survive the termination or expiration of the Agreement. 9. Construction and Severabilit . The captions of this Agreement and its paragraphs and subparagraphs are for the convenience of the parties only and shall not be taken in account in the construction and interpretation of, this Agreement. All personal pronouns used in this Agreement, whether used in the masculine, feminine or neuter gender, shall include all other gender, the singular may include the plural, and vice versa as the context may require. The terms of this Agreement are severable; should any portion of this Agreement be invalid or unenforceable, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement and this Agreement shall be construed and interpreted as though such invalid or unenforceable provision was not contained herein. h. Duplicates. This Agreement is executed in duplicate, each of which shall constitute an original, but all of which together comprise but a single Agreement. i. Independent Contractor: Igoe Administrative Services' relationship with Client is that of independent contractor and nothing in this Agreement shall be construed as creating the relationship of employer or employee between Client and officers, employees, or agents of Igoe Administrative Services or the relationship of a partnership or joint venture between the parties. Modifications. This Agreement may not be modified or amended except by the parties to this agreement by means of written modification or amendment of this Agreement or their legal successors in interest. 112812009 k. Warranties. No representations or warranties have been provided by any party to this Agreement or to any other party to this Agreement except as specifically set forth in this Agreement. 1. Indemnity: Igoe Administrative Services shall indemnify, defend and hold harmless Client, it's affiliates, directors, officers and employees or any of them from any claim, expense, loss, damage, settlement, judgment, penalty and liability, including reasonable attorneys' fees and court costs (individually and collectively, "Claims") resulting in any way from or arising out of Igoe Administrative Services' performance of or failure to perform this Agreement, including, without limitation, Claims resulting from or arising out of acts or omissions by Igoe Administrative Services, it's employees, officers, directors, agents, or other individuals who provide services under this Agreement. Client shall indemnify, defend and hold harmless Igoe Administrative Services, its affiliates, directors, officers and employees or any of them from any claim, expense, loss, damage, settlement, judgment, penalty and liability, including reasonable attorneys' fees and court costs (individually and collectively, "Claims") resulting in any way from or arising out of Client's performance of or failure to perform thisAgreement, including, without limitation, Claims resulting from or arising out of acts or omissions by Client, its employees, officers, directors, or agents. 4. Business Associate Contract Provisions. a. Definitions. Terms used, but not otherwise defined, in this section shall have the same meaning as those terms in 45 CFR § — 160.103 and 164.50 1. b. Obligations and Activities of Business Associate in accordance with HIPAA regulations regarding Protected Health Information (PHI) and Electronic Protected Health Information (EPHO: (1) Business Associate agrees to not use or further disclose Protected Health Information other than as permitted or required by the Agreement or as Required By Law. (2) Business Associate agrees to use appropriate safeguards to prevent use or disclosure of the Protected Health Information other than as I provided for by this Agreement. (3) Business Associate agrees to mitigate, to the extent practicable, any harmful effect that is known to Business Associate of a use or disclosure of Protected Health Information by Business Associate in violation of the requirements of this Agreement. (4) Business Associate agrees to report to Covered Entity any use or disclosure of the Protected Health Information not provided for by this Agreement of which it becomes aware. 112812009 (5) Business Associate agrees to ensure that any agent, including a subcontractor, to whom it provides Protected Health Information received from, or created or received by Business Associate on behalf of Covered Entity agrees to the same restrictions and conditions that apply through this Agreement to Business Associate with respect to such informatiorr. (6) Business Associate agrees to make internal practices, books, and records relating to the use and disclosure of Protected Health Information received from, or created or received by Business Associate on behalf of Covered Entity available to the Covered Entity, or at the request of the Covered Entity to the Secretary, in a time and manner designated by the Covered Entity or the Secretary, for purposes of the Secretary determining Covered Entity's compliance with the Privacy Rule. (7) Business Associate agrees to document such disclosures of Protected Health Information and information related to such disclosures as would be required for Covered Entity to respond to a request by an Individual for an accounting of disclosures of Protected Health Information in accordance with 45 CFR § 164.528. 8) Business Associate agrees to implement any and all administrative, technical and physical safeguards necessary to reasonably and appropriately protect the confidentiality, integrity and availability of electronic Protected Health Information that it creates, receives, maintains or transmits on behalf of Covered Entity. 9) Business Associate agrees to ensure that access to Electronic Protected Health Information related to the Covered Entity is limited to those workforce members who require such access because of their role or function. 10) Business Associate agrees to implement safeguards to prevent its workforce members who are not authorized to have access to such Electronic Protected Health Information from obtaining access and to otherwise ensure compliance by its workforce with the Security Rule. 11) Business Associate agrees to ensure that any agent, including a subcontractor, to whom it provides Electronic Protected Health Information received from, or created or received by Business Associate on behalf of, Covered Entity agrees to the same restrictions and conditions that apply to Business Associate with respect to such information. 12) Business Associate agrees to report to Covered Entity, in writing, any security incident of which it becomes aware. Security incident shall mean successful unauthorized access to, disclosure, modification or destruction of, or interference with, the Electronic Protected Health Information by a third party. 13) Upon request from 6vered Entity, Business Associate agrees to provide information to Covered Entity on unsuccessful unauthorized access, use, disclosure, modification or destruction of the Electronic 112812009 Protected Health Information to the extent such information is available to Business Associate. 14) As required by the Security Rule, Business Associate agrees to treat a material breach of this Agreement as a breach of the Agreement and to an early termination of the Agreement by Covered Entity. C. Permitted Uses and Disclosures by Business Associate. Except as otherwise limited in this Agreement, Business Associate may use or disclose Protected Health Information to perform functions, activities, or services for, or on behalf of, Covered Entity as specified in the Administrative Services Agreement, provided that such use or disclosure would not violate the Privacy Rule if done by Covered Entity. d. Obligations of Covered Entily. Plan Sponsor (Client) on behalf of Covered Entity shall notify Business Associate of any restriction to the use or disclosure of Protected Health Information that Covered Entity has agreed to in accordance with 45 CFR 164.522, to the extent that such restriction may affect Business Associate's use or disclosure of Protected Health Information. e. Permissible Requests by Covered Entijy. Plan Sponsor (Client) on behalf of Covered Entity shall not request Business Associate to use or disclose Protected Health Information in any manner that would not be permissible under the Privacy Rule if done by Covered Entity. Term and Termination. (1) Term. The Term of this Agreement shall be effective upon your signature, and shall terminate when all of the Protected Health Information provided by Covered Entity to Business Associate, or created or received by Business Associate on behalf of Covered Entity, is destroyed or returned to Covered Entity, or, if it is infeasible to return or destroy Protected Health Information, protections are ex- tended to such information, in accordance with the termination provisions in this Section. (2) Termination for Cause. Upon Covered Entity's knowledge of a material breach by Business Associate, Covered Entity shall provide an opportunity for Business Associate to cure the breach or end the violation and terminate this Agreement and the Administrative Services Agreement if Business Associate does not cure the breach or end the violation within the time specified by Covered Entity, or immediately terminate this Agreement and the Administrative Services Agreement sections if Business Associate has breached a material term of this Agreement and cure is not possible. (3) Effect of Termination. Except as provided in paragraph (2) of this section, upon termination of this Agreement, for any reason, Business Associate shall return or destroy all Protected Health 112812009 Information received from Covered Entity, or created or received by Business Associate on behalf of Covered Entity. This provision shall apply to Protected Health Information that is in the possession of subcontractors or agents of Business Associate. Business Associate shall retain no copies of the Protected Health Information. (ii) In 'the event that Business Associate determines that returning or destroying the Protected Health Information is infeasible, Business Associate shall provide to Covered Entity notification of the conditions that make return or destruction infeasible. Upon mutual agreement of the Parties . that return or destruction of Protected Health Information is infeasible, Business Associate shall extend the protections of this Agreement to such Protected Health Information and limit further uses and disclosures of such Protected Health Information to those purposes that make the return or destruction infeasible, for so long as Business Associate maintains such Protected Health Information. 9. Miscellaneous. a. Regulatory References. A reference in this Agreement to a section in the Privacy Rule means the section as -in effect or as amended, and for which compliance is required. b. Amendment. The Parties agree to take such action as is necessary to amend this Agreement from time to time as is necessary for Covered Entity to comply with the requirements of the Privacy Rule and the Health Insurance Portability and Accountability Act, Public Law 104- 191. C. Survival. The respective rights and obligation's of Business ' Associate under Sections 4(b) and 4(c) of this Agreement shall survive the termination of this Agreement. d. Interpretation. Any ambiguity in this Agreement shall be resolved in favor of a meaning that permits Covered Entity to comply with the Privacy Rule. [Signatures Follow on Next Page] 112812009 The parties to this Agreement consent and agree to all of its provisions and by their signature cause this Agreement to become effective on the date first above written. Client/ Plan Sponsor (Client) on behalf of Covered Entity: By: Name:, Title: Mayor Mayor Pro-Tem Company: City of Vernon Date: Igoe Administrative Services / Business Associate: By: Michael Cf lgo6/ President/CEO Company: Igoe Administrative Services Date: January 28, 2009 ATTEST: By: Manuela Giron, City Clerk APPROVED AS TO FORM: Jeff A. Harrison, City Attorney 112812009 EXHIBIT A - City of Vernon I COBRA Administration Fees o) Nine (9) Months Fee Guarantee These fees are only applicable, for CohraConnect or COBRA Download Services These fees do not apply to Clients with Cal Choice as their insurance carrier. ff you are currently using Cal Choice as your insurance carrier, or plan to switch to Cal Choice upon renewal, please contact your Account Manager for an updated fee schedule Benefit Eligible Employees") Base Monthly Fee Per POB Fee 20-200 $50.00 $25.00 201-500 $75.00 $25.00 501-1,000 $100.00 $22.50 1,001 — 1,500 $125.00 $22.50 1,501 — 2,000 $150.00 $20.00 2,001 — 2,500 $175.00 $20.00 2,501 —3,000 $200.00 $17.50 3,001 — 3,500 $225.00 $17.50 -3,501 — 4,000 $250.00 $15.00 4,001 — 6,000 $275.00 $12.50 (1) Igoe Administrative Services will retain a 2% premium fee for each POB and family. Upon initial notification, the "POB Fee" is charged per qualifying event notice issued. Should Igoe Administrative Services be required to re -issue the qualifying event notice, one hall (112) the "POB Fee" will be charged. (2) Download data must be formatted to match our specifications. ff additional work is required in order to complete the download, additional expenses may apply. (3) If at any time during the contract period should the total number of benefit eligible employees increase or decrease, fees will be billed according to the above graded fee schedule. ADDITIONAL FEES: RenewaVOpen Enrollment Fees*: One half P12) of the initial PQB Fee per POB and family These services include entering of new/changed benefits plans and rates; mailing personalized letters to COBRA participants outlining new/changed benefit plans and rates; generation of new coupons for all re -enrolled participants; and, processing of all enrollments, changes or terminations. Fees for Mergers/Acquisitions will be determined based on the time required to complete said service and will be agreed to by both parties prior to the performance of such services. *Postage expenses are included in the above fees, however, additional charges may apply for mailing of provider directories. OPTIONAL SERVICES (These additional services are only provided by request): Sending of InitiatDOL Notices: $2.50 per Letter Information Systems Programming/Consultation $90.00 per Hour If at any time during the plan year, should the total number of benefit covered employees decrease by 20% or more from the total number of benefit covered employees at the time the Administrative Services Agreement was entered, Igoe Administrative Services reserves -the right to require Employer to pay all administrative foes, including the Principal Qualified Beneficiary Fee ("PUB" Fee), as indicated in this Exhibit A, in advance of the performance of work set forth in the contract. 112812009 March 5, 2009 Ms. Karina Rueda City of Vernon 4305 Santa Fe Avenue Vernon, CA 90058 HE: April 1, 2009 COBRA Renewal Administrative Service Agreement Dear Ms. Rueda: Your current Administrative Services Agreement expires on March 31, 2009. Igoe Administrative Services is pleased to provide you with your COBRA Administrative Services Agreement, which will be guaranteed for nine (9) months, covering the contract period from April 1, 2009 to December 31, 4, 2009. These fees are applicable for CabmConvect (WebModule Service) or COBRA Download Services only'. We look forward to a continued successful working relationship with you, and, to ensure this success, we guarantee that our services will be performed accurately and on time. In order to continue delivering the highest quality of service, we recognize that each party must remain involved and accountable for their administrative responsibilities. The attached Administrative Service Agreement outlines our ongoing COBRA Administrative process for your reference. Please note that the terms of this agreement are non-negotiable, therefore, modifications will not be permitted. Upon your approval, please print out and sign two copies of the agreement, keep one for your records and return one f ully-executed copy to our office. The following COBRA Administrative Services, provided by Igoe Administrative Services, are included at NO ADDITIONAL CHARGE: • HIPAA certificates at initial qualifying event as well as at the end of the COBRA period • Unlimited Toll -Free Telephone Access for all COBRA participants and beneficiaries • Unlimited on line Access for all COBRA participants and beneficiaries to our CobraConnect web module, to verify pertinent account information Lastly, the "PO.B Fee" is charged per COBRA notice issued. There will be no other charges made irrespective of the number of dependents who make separate elections. In addition, optional services, I ff at any time during the contract period should the total number of benefit eligible employees increase or decrease, fees will be billed according to a graded fee schedule (reference Exhibit A Fee Schedule). 2Download data must be formatted to match our specifications. ff additional work is required in order to complete the download, additional expenses may apply. 15090 Avenue of Science, Suite 201 San Diego, CA 92128 858-673-3670 800-633-8818 Fax No. 858-674-7250 800-975-7296 www.goigoe.com March 5, 2009 Ms. Karina Rueda City of Vernon Page 2 which are available for an additional fee, include sending of Initial DOL Notices, specialized reporting services and monthly billing auditing. Again, we appreciate the opportunity to provide continued services to City of Vernon. Should you have any questions after reviewing the enclosed agreement, please do not hesitate to contact me. Sincerely, iCobra - Account Management Team Enclosures cc: Brenda Lee (Gallagher Benefit Services) 31512009 COBRA ADMINISTRATIVE SERVICES AGREEMENT This Agreement made on April 1, 2009, between City of Vernon (hereinafter referred to as "Client"), with principal offices at 4305 Santa Fe Avenue, City of Vernon, State of California, and Igoe ft Company Incorporated dba Igoe Administrative Services (hereinafter referred to as "Igoe Administrative Services" or "Business Associate"), with principal offices at 15090 Avenue of Science, Suite 201, City of San Diego, State of California. In consideration of the mutual covenants contained in this Agreement, Client and Igoe Administrative Services agree as follows: Client desires to have Igoe Administrative Services provide administrative and clerical functions related to Client's compliance with Health Care Coverage Continuation under the Consolidated Omnibus Budget Reconciliation Act of 1985 (COBRA), as amended. 2. In consideration for the fees and charges detailed below, Igoe Administrative Services hereby agrees to perform said administrative and clerical functions subject to the following terms and conditions: a. This Agreement shall be for a period of nine (9) months beginning on the date first above written, subject to Client's right to earlier termination in Section 2j(l ), and Section 4(f). If Client or Igoe Administrative Services does not desire to renew, the terminating party must give the non -terminating party written notice sixty (60) days prior to the expiration of this Agreement of their intent not to renew said Agreement. Further, Igoe Administrative Services must give notice to Client regarding any change in fees for the additional period of one (1) year at least sixty (60) days prior to the expiration of this Agreement. b. The terms Administrative and Clerical Functions to be performed by Igoe Administrative Services are defined as: (1) Sending of notices to qualified beneficiaries (PQBs) as required under COBRA within the time required by law and with proof of mailing, including without limitation (a) initial notification of all covered employees and spouses of their continuation rights; (b) notification of coverage continuation rights with election form; (c) notification of conversion rights upon termination of group coverage when applicable; (d) notification of coverage of continuation rights for subsequent qualifying events; (e) notification of termination of COBRA continuation coverage for non-payment of premium or at the end of any COBRA continuation period; and (f) notice of unavailability of continuation coverage. (2) Communicating with PO.Bs regarding COBRA coverage. (3) Collecting Premiums monthly from each PQB. (4) Reporting Premiums to Client and remitting premiums each month received to Client or Client's designee. 31512009 (5) Reporting enrollees to Client (courtesy copy sent to insurance carriers). (6) Reporting terminations to Client. (7) Sending DOL Notices (New Hires Letters), as requested by Client (additional fee will apply). (8) Sending HIPAA Certificates (included in notice). (9) Maintain hard copy or electronic files of all notifications and correspondence for seven years or longer if required by law. (10) Communicate new premium rates to each PQB upon open enrollment after receiving such rate change notification from Client. 0 1) Provide Client with copies upon request of all notifications, correspondence, and other records in conjunction with the services provided hereunder. (12) Notify COBRA participants of their possible right to an additional extension of benefits under AB1401 at 180 days and again at 90 days prior to exhausting the statutory 18 months COBRA benefit eligibility, unless otherwise requested in writing by the Client/Plan Sponsor. C. The Administrative and Clerical functions do not include the amending and republishing the Client's plan document or booklets. d. Igoe Administrative Services will provide COBRA Administrative forms for Client's use. The forms are the sole proprietary property of Igoe Administrative Services. Said form(s) may only be copied for Client's internal use ("internal use" includes transferring the forms to Client's employees and former employees) and may not be communicated to, given to, or otherwise transferred to any other person, corporation or entity, provided that Client may disclose such forms where required by law. e. In order for Igoe Administrative Services to perform under the terms of the Agreement, Client agrees to be responsible for collection of the data necessary to enable Igoe Administrative Services to comply with the provisions of COBRA. Specifically, Client agrees to enter via CollamConnect or download the PO.B COBRA Gualifying event information to Igoe Administrative Services within 30 days of the qualifying event, provided that where the qualifying event is divorce, legal separation, or where a dependent child ceases to be covered as a "dependent" Client agrees to notify Igoe Et Company within 30 days of the date it is notified of such event. 31512009 Igoe Administrative Services agrees to comply with ongoing COBRA notice requirements within fourteen (14) calendar days of receiving a completed PQB Personnel Action Report. 9. Igoe Administrative Services further agrees to account for collected premiums by: (1) Placing collected premiums in an Igoe Administrative Services premium fund account. (2) Providing Client with a report on or about the fifteenth (15t) of the month, following a premium reporting month, which details premiums billed and collected. (3) Forwarding to Client, on or about the fifteenth (15 1h) of the month following a premium reporting month, a check drawn on the Igoe Administrative Services premium fund account for all net premiums collected during the preceding premium reporting month. The premium check shall be reduced by an amount equal to prior month's fees payable to Igoe Administrative Services. If premiums collected are not sufficient to pay Igoe Administrative Services fees, Igoe Administrative Services will detail and bill the excess amount due to Client. h. Igoe Administrative Services will report to Client on a monthly basis all new COBRA enrollees (those who have elected to receive coverage) and all terminations. It is Client's responsibility to communicate these additions and terminations to Client's insurer or administrator. Igoe Administrative Services will advise Client of all law or regulation changes affecting COBRA and will, within thirty (30) days, fully comply. (1) Client will pay to Igoe Administrative Services administrative fees in accordance with the COBRA Administrative Services Fee Schedule which is included in the Administrative Services Agreement for the given plan year. Client agrees to pay the administrative fees to Igoe Administrative Services within ten (10) days of receipt of invoice. Failure to pay fees within thirty (30) days of due date will result in Igoe Administrative Services suspending all administrative services. While in a suspension status, all services outlined in section 2(b) will cease and be held in a pending status until such time payment for services has been received. If payment is not received thirty (30) days following the suspension of services, Igoe Administrative Services will terminate this Agreement with written notice. The Fee Schedule in effect as of the effective date of this Agreement is set forth in Exhibit A which is attached to this Agreement and made a part hereof. If at any time the client wishes to terminate the COBRA services, a sixty (60) day written notice must be given to Igoe Administrative 31512009 Services by the Client. Within ten days of termination, and upon Client's written request, Igoe Administrative Services will provide Client with a status report of each of the qualified beneficiaries who were subject to this Agreement, including all details necessary to transfer responsibility to the new administrator. (2) Should either party institute legal action to enforce its rights under this Agreement, the venue shall be in San Diego County, State of California, and the prevailing party in such action shall be entitled to recover reasonable attorney's fees and costs. (3) At any time during the period covered by this Agreement should the total number of benefit covered employees decrease by 20% or more from the total number of benefit covered employees at the time such Agreement was entered, Igoe Et Company reserves the right to require Client to pay all monthly administrative fees, including the Principal Qualified Beneficiary Fee ("POB" Fee), as indicated in Exhibit A, in advance of the performance of work set forth in the contract. (4) Should Client, at any time during the coverage period of this Agreement, file in the United States for the Debt Relief or Reorganization of any type, all services from the date of the filling forward shall be terminated immediately. k. Igoe Administrative Services will use reasonable care and due diligence in the performance of its responsibilities hereunder. Client agrees that Igoe Administrative Services is not assuming the title and liabilities of Administrator or Plan Administrator as defined by the COBRA or ERISA law. Client agrees that this responsibility is, and remains, that of the Client. Client agrees to accurately complete a COBRA Services Enrollment Form as supplied by Igoe Administrative Services. Further, Client agrees that this form will provide the basis of Igoe Administrative Services Administrative actions under this Agreement. Changes to this form may only be made in writing and are only effective when acknowledged by Igoe Administrative Services in writing. M. Igoe Administrative Services will attend any audit or hearing held by a government agency or bureau regarding compliance issues directly pertaining to administration services performed by Igoe Administrative Services during the term of this Agreement and will provide any and all requested documents in their possession. This provision will survive the expiration or termination of this Agreement. 3. Miscellaneous. a. Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California. 31512009 b. Assignability. This Agreement and the rights, benefits, privileges, duties and responsibilities of the parties hereto may not be assigned by any other party hereto without the prior written consent of the parties hereto. C. Availability of Counsel. All parties hereby acknowledge that they have read this Agreement in its entirety and have, to the extent to which they deem necessary, consulted with counsel before executing this Agreement. d. Binding Nature of Agreement. This Agreement is binding upon and shall inure to the benefit of the heirs, executors, successors and assigns of the parties hereto. e. Complete Agreement. This Agreement constitutes the complete Agreement of the parties regarding its subject matter and replaces and supersedes any prior written or oral agreement between the parties regarding its subject matter. f. Confidentiality: Igoe Administrative Services will maintain the confidentiality of all records and information obtained in conjunction with the services to be performed hereunder. The information therein shall not be divulged or disclosed or made available to persons, other than Client, without written approval of the Client or a court of competent jurisdiction. This paragraph will survive the termination or expiration of the Agreement. 9. Construction and Severability. The captions of this Agreement and its paragraphs and subparagraphs are for the convenience of the parties only and shall not be taken in account in the construction and interpretation of this Agreement. All personal pronouns used in this Agreement, whether used in the masculine, feminine or neuter gender, shall include all other gender, the singular may include the plural, and vice versa as the context may require. The terms of this Agreement are severable; should any portion of this Agreement be invalid or unenforceable, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement and this Agreement shall be construed and interpreted as though such invalid or unenforceable provision was not contained herein. h. Duplicates. This Agreement is executed in duplicate, each of which shall constitute an original, but all of which together comprise but a single Agreement. i. Independent Contractor: Igoe Administrative Services' relationship with Client is that of independent contractor and nothing in this Agreement shall be construed as creating the relationship of employer or employee between Client and officers, employees, or agents of Igoe Administrative Services or the relationship of a partnership or joint venture between the parties. j. Modifications. This Agreement may not be modified or amended except by the parties to this agreement by means of written modification or amendment of this Agreement or their legal successors in interest. 31512009 k. Warranties. No representations or warranties have been provided by any party to this Agreement or to any other party to this Agreement except as specifically set forth in this Agreement. Indemnity: Igoe Administrative Services shall indemnify, defend and hold harmless Client, it's affiliates, directors, officers and employees or any of them from any claim, expense, loss, damage, settlement, judgment, penalty and liability, including reasonable attorneys' fees and court costs (individually and collectively, "Claims") resulting in any way from or arising out of Igoe Administrative Services' performance of or failure to perform this Agreement, including, without limitation, Claims resulting from or arising out of acts or omissions by Igoe Administrative Services, it's employees, officers, directors, agents, or other individuals who provide services under this Agreement. Client shall indemnify, defend and hold harmless Igoe Administrative Services, its affiliates, directors, officers and employees or any of them from any claim, expense, loss, damage, settlement, judgment, penalty and liability, including reasonable attorneys' fees and court costs (individually and collectively, "Claims") resulting in any way from or arising out of Client's performance of or failure to perform this Agreement, including, without limitation, Claims resulting from or arising out of acts or omissions by Client, its employees, officers, directors, or agents. 4. Business Associate Contract Provisions. a. Definitions. Terms used, but not otherwise defined, in this section shall have the same meaning as those terms in 45 CFR §— 160.103 and 164.501. b. Obligations and Activities of Business Associate in accordance with HIPAA regulations reQarding Protected Health Information (PHI) and Electronic Protected Health Information (EPHO: (1) Business Associate agrees to not use or further disclose Protected Health Information other than as permitted or required by the Agreement or as Required By Law, (2) Business Associate agrees to use appropriate safeguards to prevent use or disclosure of the Protected Health Information other than as provided for by this Agreement. (3) Business Associate agrees to mitigate, to the extent practicable, any harmful effect that is known to Business Associate of a use or disclosure of Protected Health Information by Business Associate in violation of the requirements of this Agreement. (4) Business Associate agrees to report to Covered Entity any use or disclosure of the Protected Health Information not provided for by this Agreement of which it becomes aware. 31512009 (5) Business Associate agrees to ensure that any agent, including a subcontractor, to whom it provides Protected Health Information received from, or created or received by Business Associate on behalf of Covered Entity agrees to the same restrictions and conditions that apply through this Agreement to Business Associate with respect to such information. (6) Business Associate agrees to make internal practices, books, and records relating to the use and disclosure of Protected Health Information received from, or created or received by Business Associate on behalf of Covered Entity available to the Covered Entity, or at the request of the Covered Entity to the Secretary, in a time and manner designated by the Covered Entity or the Secretary, for purposes of the Secretary determining Covered Entity's compliance with the Privacy Rule. (7) Business Associate agrees to document such disclosures of Protected Health Information and information related to such disclosures as would be required for Covered Entity to respond to a request by an Individual for an accounting of disclosures of Protected Health Information in accordance with 45 CFR § 164.528. 8) Business Associate agrees to implement any and all administrative, technical and physical safeguards necessary to reasonably and appropriately protect the confidentiality, integrity and availability of electronic Protected Health Information that it creates, receives, maintains or transmits on behalf of Covered Entity. 9) Business Associate agrees to ensure that access to Electronic Protected Health Information related to the Covered Entity is limited to those workforce members who require such access because of their role or function. 10) Business Associate agrees to implement safeguards to prevent its workforce members who are not authorized to have access to such Electronic Protected Health Information from obtaining access and to otherwise ensure compliance by its workforce with the Security Rule. 11) Business Associate agrees to ensure that any agent, including a subcontractor, to whom it provides Electronic Protected Health Information received from, or created or received by Business Associate on behalf of, Covered Entity agrees to the same restrictions and conditions that apply to Business Associate with respect to such information. 12) Business Associate agrees to report to Covered Entity, in writing, any security incident of which it becomes aware. Security incident shall mean successful unauthorized access to, disclosure, modification or destruction of, or interference with, the Electronic Protected Health Information by a third party. 13) Upon request from Covered Entity, Business Associate agrees to provide information to Covered Entity on unsuccessful unauthorized access, use, disclosure, modification or destruction of the Electronic 31512009 Protected Health Information to the extent such information is available to Business Associate. 14) As required by the Security Rule, Business Associate agrees to treat a material breach of this Agreement as a breach of the Agreement and to an early termination of the Agreement by Covered Entity. C. Permitted Uses and Disclosures by Business Associate. Except as otherwise limited in this Agreement, Business Associate may use or disclose Protected Health Information to perform functions, activities, or services for, or on behalf of, Covered Entity as specified in the Administrative Services Agreement, provided that such use or disclosure would not violate the Privacy Rule if done by Covered Entity. d. Obligations of Covered Entity. Plan Sponsor (Client) on behalf of Covered Entity shall notify Business Associate of any restriction to the use or disclosure of Protected Health Information that Covered Entity has agreed to in accordance with 45 CFR 164.522, to the extent that such restriction may affect Business Associate's use or disclosure of Protected Health Information. e. Permissible Reguests by Covered Entity. Plan Sponsor (Client) on behalf of Covered Entity shall not request Business Associate to use or disclose Protected Health Information in any manner that would not be permissible under the Privacy Rule if done by Covered Entity. Term and Termination. (1) Term, The Term of this Agreement shall be effective upon your signature, and shall terminate when all of the Protected Health Information provided by Covered Entity to Business Associate, or created or received by Business Associate on behalf of Covered Entity, is destroyed or returned to Covered Entity, or, if it is infeasible to return or destroy Protected Health Information, protections are ex- tended to such information, in accordance with the termination provisions in this Section. (2) Termination for Cause. Upon Covered Entity's knowledge of a material breach by Business Associate, Covered Entity shall provide an opportunity for Business Associate to cure the breach or end the violation and terminate this Agreement and the Administrative Services Agreement if Business Associate does not cure the breach or end the violation within the time specified by Covered Entity, or immediately terminate this Agreement and the Administrative Services Agreement sections if Business Associate has breached a material term of this Agreement and cure is not possible. (3) Effect of Termination. (i) Except as provided in paragraph (2) of this section, upon termination of this Agreement, for any reason, Business Associate shall return or destroy all Protected Health 31512009 Information received from Covered Entity, or created or received by Business Associate on behalf of Covered Entity. This provision shall apply to Protected Health Information that is in the possession of subcontractors or agents of Business Associate. Business Associate shall retain no copies of the Protected Health Information. (ii) In the event that Business Associate determines that returning or destroying the Protected Health Information is infeasible, Business Associate shall provide to Covered Entity notification of the conditions that make return or destruction infeasible. Upon mutual agreement of the Parties that return or destruction of Protected Health Information is infeasible, Business Associate shall extend the protections of this Agreement to such Protected Health Information and limit further uses and disclosures of such Protected Health Information to those purposes that make the return or destruction infeasible, for so long as Business Associate maintains such Protected Health Information. 9. Miscellaneous. a. Regulatory References. A reference in this Agreement to a section in the Privacy Rule means the section as in effect or as amended, and for which compliance is required. b. Amendment. The Parties agree to take such action as is necessary to amend this Agreement from time to time as is necessary for Covered Entity to comply with the requirements of the Privacy Rule and the Health Insurance Portability and Accountability Act, Public Law 104- 191. C. Survival. The respective rights and obligations of Business Associate under Sections 4(b) and 4(c) of this Agreement shall survive the termination of this Agreement. d. Interpretation. Any ambiguity in this Agreement shall be resolved in favor of a meaning that permits Covered Entity to comply with the Privacy Rule. [Signatures Follow on Next Page] 31512009 The parties to this Agreement consent and agree to all of its provisions and by their signature cause this Agreement to become effective on the date first above written. Client/ Plan Sponsor (Client) on behalf of Covered Entity: By: Name: Leonis C. Malburg Title: Mayor / meyu�� Company: City of Vernon Date: March 9, 2009 Igoe Administrative Services / Business Associate: Company: Igoe Administrative Services Date: March 5, 2009 ATTI, T-, By: i'Ma-nuela Girofi7,/City Clerk A6;4f,TO FORM: Harrison, City �fo #e y 31512009 EXHIBIT A EXHIBIT A - City of Vernon COBRA Administration Fees a) Nine (9) Months Fee Guarantee 12) These fees are only applicable for CobraCmatect or COBRA Download Services These fees do not apply to Clients with Cal Choice as their insurance carrier. ff you are currently using Cal Choice as your insurance carrier, or plan to switch to Cal Choice upon renewal, please contact your Account Manager for an updated fee schedule Benefit Eligible Employees() Base Monthly Fee Per PQB Fee 20-200 $50.00 $25.00 201-500 $75.00 $25.00 501-1,000 $100.00 $22.50 1,001 — 1,500 $125.00 $22.50 1,501 —2,000 $150.00 $20.00 2,001 —2,500 $175.00 $20.00 2,501 —3,000 $200.00 $17.50 3,001 —3,500 $225.00 $17.50 3,501 —4,000 $250.00 $15.00 4,001 —6,000 $275.00 $12.50 (1) Igoe Administrative Services will retain a 2% premium fee for each POB and family. Upon initial notification, the "PQB Fee" is charged per qualifying event notice issued. Should Igoe Administrative Services be required to re -issue the qualifying event notice, one half (112) the "POB Fee" will be charged. (2) Download data must be formatted to match our specifications. If additional work is required in order to complete the download, additional expenses may apply, (3) ff at any time during the contract period should the total number of benefit eligible employees increase or decrease, fees will be billed according to the above graded fee schedule. ADDITIONAL FEES: Renewal/Open Enrollment Fees*: One half (112) of the initial PQB Fee per PQB and family These services include entering of new/changed benefits plans and rates; mailing personalized letters to COBRA participants outlining new/changed benefit plans and rates; generation of new coupons for all re -enrolled participants; and, processing of all enrollments, changes or terminations. Fees for Mergers/Acquisitions will be determined based on the time required to complete said service and will be agreed to by both parties prior to the performance of such services. *Postage expenses are included in the above fees, however, additional charges may apply for mailing of provider directories. OPTIONAL SERVICES (These additional services are only provided by request): Sending of Initial DOL Notices: $2.50 per Letter Information Systems Program ming/Consultation $90. 00 per Hour If at any time during the plan year, should the total number of benefit covered employees decrease by 20% or more from the total number of benefit covered employees at the time the Administrative Services Agreement was entered, Igoe Administrative Services reserves the right to require Employer to pay all administrative fees, including the Principal Qualified Beneficiary Fee ("PUB" Fee), as indicated in this Exhibit A, in advance of the performance of work set forth in the contract. 31512009 TO: FROM: DATE: RE: MEMOtaKh '69 CITY COUNCIL Risk Management 57Y6 �ERIMB el 2 ION Jeff Harrison, City Attorney Willard 0. Yamaguchi, Risk Manager February 18,2009 � COBRA Administrative Services Agreement Igoe & Company Incorporated, dba Igoe Administrative Services it is hereby recommended that the City approve the renewal of the COBRA Services Agreement with Igoe & Company Incorporated, dba Igoe Administrative Services for the plan year beginning April 1, 2009 and ending December 31, 2009. The fees remain the same as last year and consist of a $75.00 monthly administration fee, with a total yearlycost. of approximately $675.00 plus additional services as requested. WGY/kr cc: Judy Lehr A11MINISTRATIVE SERVICES January 28, 2009 Ms. Kadna Rueda City of Vernon 4305 Santa Fe Avenue Vernon, CA 90058 RE: April 1, 2009 COBRA Renewal Administrative Service Agreement Dear Ms. Rueda: Your current Administrative Services Agreement expires on March 31, 2009. Igoe Administrative Services is pleased to provide you with your COBRA Administrative Services Agreement, which will be guaranteed for nine J9) months, covering the contract period from April 1, 2009 to December 31, 2009. These fees are applicable for 6o'�bncirowwct ffebModule Service) or COBRA Download Services only'. We look forward to a continued successful working relationship with you, and, to ensure this success, we guarantee that our services will be performed accurately and on time. In order to continue delivering the highest quality of service, we recognize that each party must remain involved and accountable for their administrative responsibilities. The attached Administrative Service Agreement outlines our ongoing COBRA Administrative process for your reference. Please note that the terms of this agreement are non-negotiable, therefore, modifications will not be permitted. Upon your approval, please print out and sign two copies of the agreement, keep one for your records and return one fully -executed copy to our office. The following COBRA Administrative Services, provided by Igoe Administrative Services, are included at NO ADDITIONAL CHARGE: • HIPAA certificates at initial qualifying event as well as at the end of the COBRA period • Unlimited Toll -Free Telephone Access for all COBRA participants and beneficiaries • Unlimited on line Access for all COBRA participants and beneficiaries to our CobraConnect web module, to verify pertinent account information Lastly, the "P(IB Fee" is charged per COBRA notice issued. There will be no other charges made irrespective of the number of dependents who make separate elections. In addition, optional services, 'If at any time during the contract period should the total number of beneffi eligible employees increase or decrease, few will be billed according to a graded fee schedule (reference Fxhibit A. Fee Schedule). 2Download data must be fannatted to match our specificadons. If additional work is required in order to complete the dbwnlbad, addNonal expenses may apply. 15090 Avenue of Science. Suite 201 San Diego, CA 92128 858-673-3670 80D-633-8818 Fax No. 8%674-7250 SOD-975-7296 www.aigae.com 'January 28, 2009 Ms. Karina Rueda City of Vernon Page 2 which are available for an additional fee, include sending of Initial DOL Notices, specialized reporting services and monthly billing auditing. Again, we appreciate the opportunity to provide continued services to City of Vemon. Should you have any questions after reviewing the enclosed agreement, please do not hesitate to contact me. Sincerely, iCobra Account Management Team Enclosures cc: Brenda Lee (Gallagher Benefit Services) 112812009 COBRA ADMINISTRATIVE SERVICES AGREEMENT This Agreement made on April 1. 2009, between City of Vernon (hereinafter referred to as "Client"), with principal offices at 4305 Santa Fe Avenue, City of Vernon, State of California, and Igoe ft Company Incorporated dba Igoe Administrative Services (hereinafter referred to as "Igoe Administrative Services" or "Business Associate), with principal offices at 15090 Avenue of Science, Suite 201, City of San Diego, State of California. In consideration of the mutual covenants contained in this Agreement, Client and Igoe Administrative Services agree as follows: Client desires to have Igoe Administrative Services provide administrative and clerical functions related to Clienfs compliance with Health Care Coverage Continuation under the Consolidated Omnibus Budget Reconciliation Act of 1985 (COBRA), as amended. 2. In consideration for the fees and charges detailed below, Igoe Administrative Services hereby agrees to perform said administrative and clerical functions subject to the following terms and conditions: a. This Agreement shall be for a period of nine 19) months beginning on the date first above written, subject to ClierWs right to earlier termination in Section 2j(1), and Section 4(f). If Client or Igoe Administrative Services does not desire to renew, the ten-ninating party must give the non -terminating party written notice sixty (60) days prior to the expiration of this Agreement of their intent not to renew said Agreement. Further, Igoe Administrative Services must give notice to Client regarding any change in fees for the additional period of one (1) year at least sixty (60) days prior to the expiration of this Agreement. b. The terms Administrative and Clerical Functions to be performed by Igoe Administrative Services are defined as: (1) Sending of notices to qualified beneficiaries (PQ.Bs) as required under COBRA Within the time required by law and with proof of mailing, including without limitation (a) initial notification of all covered employees and spouses of their continuation fights; (b) notification of coverage continuation fights with election form; (c) notification of conversion rights upon termination of group coverage when applicable; (d) notification of coverage of continuation fights for subsequent qualifying events; (e) notification of termination of COBRA continuation coverage for non-payment of premium or at the end of any COBRA continuation period; and (f) notice of unavailability of continuation coverage. (2) Communicating with POBs regarding COBRA coverage. (3) Collecting Premiums monthly from each PQB- (4) Reporting Premiums to Client and remitting premiums each month received to Client or Clients designee. 112812009 (5) Reporting enrollees to Client (courtesy copy sent to insurance carriers). (6) Reporting terminations to Client. (7) Sending DOL Notices (New Hires Letters), as requested by Client (additional fee will apply). (8) Sending HIPAA Certificates (included in notice). (9) Maintain hard copy or electronic files of all notifications and correspondence for seven years or longer if required by law. (10) Communicate new premium rates to each P(1B upon open enrollment after receiving such rate change notification from Client. 1) Provide Client with copies upon request of all notifications, correspondence, and other records in conjunction with the services provided hereunder. (12) Notify COBRA participants of their possible right to an additional extension of benefits under AB1401 at 180 days and again at 90 days prior to exhausting the statutory 18 months COBRA benefit eligibility, unless otherwise requested in writing by the Client/Plan Sponsor. C. The Administrative and Clerical functions do not include the amending and republishing the ClienVs plan document or booklets. d. Igoe Administrative Services will provide COBRA Administrative forms for Client's use. The forms are the sole proprietary property of Igoe Administrative Services. Said form(s) may only be copied for Client's internal use ("internal use" includes transferring the forms to Client's employees and former employees) and may not be communicated to, given to, or otherwise transferred to any other person, corporation or entity, provided that Client may disclose such forms where required by law. e. In order for Igoe Administrative Services to perform under the terms of the Agreement, Client agrees to be responsible for collection of the data necessary to enable Igoe Administrative Services to comply with the provisions of COBRA. Specifically, Client agrees to enter via CobraConnect or download the PQB COBRA Qualifying event information to Igoe Administrative Services within 30 days of the qualifying event, provided that where the qualifying event is divorce, legal separation, or where a dependent child ceases to be covered as a "dependent" Client agrees to notify Igoe Et Company within 30 days of the date it is notified of such event. -112812009 Igoe Administrative Services agrees to comply with ongoing COBRA notice requirements within fourteen (14) calendar days of receiving a completed PQ.B Personnel Action Report. 9. Igoe Administrative Services further agrees to account for collected premiums by: (1) Placing collected premiums in an Igoe Administrative Services premium fund account. (2) Providing Client with a report on or about the fifteenth (15) of the month, following a premium reporting month, which details premiums billed and collected. (3) Forwarding to Client, on or about the fifteenth (15') of the month following a premium reporting month, a check drawn an the Igoe Administrative Services premium fund account for all net premiums collected during the preceding premium reporting month. The premium check shall be reduced by an amount equal to prior month's fees payable to Igoe Administrative Services. If premiums collected are not sufficient to pay Igoe Administrative Services fees, Igoe Administrative Services will detail and bill the excess amount due to Client. 11. Igoe Administrative Services will report to Client on a monthly basis all new COBRA enrollees (those who have elected to receive coverage) and all terminations. It is Client's responsibility to communicate these additions and terminations to Client's insurer or administrator. L Igoe Administrative Services will advise Client of all law or regulation changes affecting COBRA and will, within thirty (30) days, fully comply. j. (1) Client will pay to Igoe Administrative Services administrative fees in accordance with the COBRA Administrative Services Fee Schedule which is included in the Administrative Services Agreement for the given plan year. Client agrees to pay the administrative fees to Igoe Administrative Services within ten (10) days of receipt of invoice. Failure to pay fees within thirty (30) days of due date will result in Igoe Administrative Services suspending all administrative services. While in a suspension status, all services outlined in section 2(b) will cease and be held in a pending status until such time payment'for services has been received. If payment is not received thirty (30) days following the suspension of services, Igoe Administrative Services will terminate this Agreement with written notice. The Fee Schedule in effect as of the effective date of this Agreement is set forth in Exhibit A which is attached to this Agreement and made a part hereof. If at any time the client wishes to terminate the COBRA services, a sixty (60) day written notice must be given to Igoe Administrative 112812009 Services by the Client. Within ten days of termination, and upon Client's written request, Igoe Administrative Services will provide Client with a status report of each of the qualified beneficiaries who were subject to this Agreement, including all details necessary to transfer responsibility to the new administrator. (2) Should either party institute legal action to enforce its fights under this Agreement, the venue shall be in San Diego County, State of California, and the prevailing party in such action shall be entitled to recover reasonable attorney's fees and costs. (3) At any time during the period covered by this Agreement should the total number of benefit covered employees decrease by 20% or more from the total number of benefit covered employees at the time such Agreement was entered, Igoe Et Company reserves the right to require Client to pay all monthly administrative fees, including the Principal Qualified Beneficiary Fee ("PUB' Fee), as indicated in Exhibit A, in advance of the performance of work set forth in the contract. (4) Should Client, at any time during the coverage period of this Agreement, file in the United States for the Debt Relief or Reorganization of any type, all services from the date of the filling forward shall be terminated immediately. k. Igoe Administrative Services Will use reasonable care and due diligence in the performance of its responsibilities hereunder. Client agrees that Igoe Administrative Services is not assuming the title and liabilities of Administrator or Plan Administrator as defined by the COBRA or ERISA law. Client agrees that this responsibility is, and remains, that of the Client. 1. Client agrees to accurately complete a COBRA Services Enrollment Form as supplied by Igoe Administrative Services. Further, Client agrees that this form will provide the basis of Igoe Administrative Services Administrative actions under this Agreement Changes to this form may only be made in writing and are only effective when acknowledged by Igoe Administrative Services in writing. M. Igoe Administrative Services Will attend any audit or headng held by a government agency or bureau regarding compliance issues directly pertaining to administration services performed by Igoe Administrative Services during the term of this Agreement and will provide any and all requested documents in their possession. This provision will survive the expiration or termination of this Agreement. 3. Miscellaneous. a. Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Califomia. 112812009 b. Assignability. This Agreement and the fights, benefits, privileges, duties and responsibilities of the parties hereto may not be assigned by any other party hereto without the prior written consent of the parties hereto. C. Availability of Counsel. All parties hereby acknowledge that they have read this Agreement in its entirety and have, to the extent to which they deem necessary, consulted with counsel before executing this Agreement. d. Binding Nature of Agreement. This Agreement is binding upon and shall inure to the benefit of the heirs, executors, successors and assigns of the parties hereto. e. Complete Agreeme This Agreement constitutes the com I plete Agreement of the parties regarding its subject matter and replaces and supersedes any prior written or oral agreement between the parties regarding Us subject matter. f. ConfidentialiDi: Igoe Administrative Services will maintain the confidentiality of all records and information obtained in conjunction with the services to be performed hereunder. The information therein shall not be divulged or disclosed or made available to persons, other than Client, without written approval of the Client or a court of competent jurisdiction. This paragraph will survive the termination or expiration of the Agreement 9. Construction and Severaft. The captions of this Agreement and its paragraphs and subparagraphs are for the convenience of the parties only and shall not be taken in account in the construction and interpretation of this Agreement. All personal pronouns used in this Agreement, whether used in the masculine, feminine or neuter gender, shall include all other gender, the singular may include the plural, and vice versa as the context may require. The terms of this Agreement are severable; should any portion of this Agreement be invalid or unenforceable, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement and this Agreement shall be construed and interpreted as though such invalid or unenforceable provision was not contained herein. h. Duplicates This Agreement is executed in duplicate, each of which shall constitute an original, but all of which together comprise but a single Agreement. i. Independent Contractor. Igoe Administrative Services' relationship with Client is that of independent contractor and nothing in this Agreement shall be construed as creating the relationship of employer or employee between Client and officers, employees, or agents of Igoe Administrative Services or the relationship of a partnership or joint venture between the parties. Modifications. This Agreement may not be modified or amended except by the parties to this agreement by means of written modification or amendment of this Agreement or their legal successors in interest. 112812009 4. k. Warranties. No representations or warranties have been provided by any party to this Agreement or to any other party to this Agreement except as specifically set forth in this Agreement. lndemnfty: Igoe Administrative Services shall indemnify, defend and hold harmless Client, it's affiliates, directors, officers and employees or any of them from any claim, expense, loss, damage, settlement, judgment, penalty and liability, including reasonable attomeys'fees and court costs (individually and collectively, "Claims") resulting in any way from or arising out of Igoe Administrative Services" performance of or failure to perform this Agreement, including, without limitation, Claims resulting from or arising out of acts or omissions by Igoe Administrative Services, it's employees, officers, directors, agents, or other individuals who provide services under this Agreement. Client shall indemnify, defend and hold harmless Igoe Administrative Services, its affiliates, directors, officers and employees or any of them from any claim, expense, loss, damage, settlement, judgment, penalty and liability, including reasonable attorneys' fees and court costs (individually and collectively, "Claims") resulting in any way from or arising out of Clienfs performance of or failure to perform this Agreement, including, without limitation, Claims resulting from or arising out of acts or omissions by Client, its employees, officers, directors, or agents. Business Associate Contract Provisions a. Definitions. Terms used, but not otherwise defined, in this section shall have the same meaning as those terms in 45 CFR §— 160.103 and 164.501. b. Obligations and Activities of Business Associate in accordance with HIPAA regulations regarding Protected Health Information (PHI) and Electronic Protected Health Information (EPHO: (1) Business Associate agrees to not use or further disclose Protected Health Information other than as permitted or required by the Agreement or as Required By Law. (2) Business Associate agrees to use appropriate safeguards to prevent use or disclosure of the Protected Health Information other than as provided for by this Agreement. (3) Business Associate agrees to mitigate, to the extent practicable, any harmful effect that is known to Business Assoeiate of a use or disclosure of Protected Health Information by Business Associate in violation of the requirements of this Agreement. (4) Business Associate agrees to report to Covered Entity any use or disclosure of the Protected Health Information not provided for by this Agreement of which it becomes aware. 112812009 15) Business Associate agrees to ensure that any agent, including a subcontractor, to whom it provides Protected Health Information received from, or created or received by Business Associate on behalf of Covered Entity agrees to the same restrictions and conditions that apply through this Agreement to Business Associate with respect to such information. (6) Business Associate agrees to make internal practices, books, and records relating to the use and disclosure of Protected Health Information received from, or created or received by Business Associate on behalf of Covered Entity available to the Covered Entity, or at the request of the Covered Entity to the Secretary, in a time and manner designated by the Covered Entity or the Secretary, for purposes of the Secretary determining Covered Entity's compliance with the Privacy Rule. (7) Business Associate agrees to document such disclosures of Protected Health Information and information related to such disclosures as would be required for Covered Entity to respond to a request by an Individual for an accounting of disclosures of Protected Health Information in accordance with 45 CFH § 164.528. 8) Business Associate agrees to implement any and all administrative, technical and physical safeguards necessary to reasonably and appropriately protect the confidentiality, integrity and availability of electronic Protected Health Information that it creates, receives, maintains or transmits on behalf of Covered Entity. 9) Business Associate agrees to ensure that access to Electronic Protected Health Information related to the Covered Entity is limited to those workforce members who require such access because of their role or function. 10) Business Associate agrees to implement safeguards to prevent its workforce members who are not authorized to have access to such Electronic Protected Health Information from obtaining access and to otherwise ensure compliance by its workforce with the Security Rule. 11) Business Associate agrees to ensure that any agent, including a subcontractor, to whom it provides Electronic Protected Health Information received from, or created or received by Business Associate on behalf of, Covered Entity agrees to the same restrictions and conditions that apply to Business Associate with respect to such information. 12) Business Associate agrees to report to Covered Entity, in writing, any security incident of which it becomes aware. Security incident shall mean successful unauthorized access to, disclosure, modification or destruction of, or interference with, the Electronic Protected Heafth Information by a third party. 13) Upon request from Covered Entity, Business Associate agrees to provide information to Covered Entity on unsuccessful unauthorized access, use, disclosure, modification or destruction of the Electronic 112812009 Protected Health Information to the extent such information is available to Business Associate. 14) As required by the Security Rule, Business Associate agrees to treat a material breach of this Agreement as a breach of the Agreement and to an early termination of the Agreement by Covered Entity. C. Permitted Uses and Disclosures by Business Associate. Except as otherwise limited in this Agreement, Business Associate may use or disclose Protected Health Information to perform functions, activities, or services for, or on behalf of, Covered Entity as specified in the Administrative Services Agreement, provided that such use or disclosure would not violate the Privacy Rule if done by Covered Entity. d. Obligations of Covered Entity. Plan Sponsor (Client) on behalf of Covered Entity shall notify Business Associate of any restriction to the use or disclosure of Protected Health Information that Covered Entity has agreed to in accordance with 45 CFR 164.522, to the extent that such restriction may affect Business Associate's use or disclosure of Protected Health Information. e. Permissible Requests by Covered Entity. Plan Sponsor (Client) on behalf of Covered Entity shall not request Business Associate to use or disclose Protected Health Information in any manner that would not be permissible under the Privacy Rule if done by Covered Entity. Term and Termination. (1) Term. The Term of this Agreement shall be effective upon your signature, and shall terminate when all of the Protected Health Information provided by Covered Entity to Business Associate, or created or received by Business Associate on behalf of Covered Entity, is destroyed or returned to Covered Entity, or, if it is infeasible to return or destroy Protected Health Information, protections are ex- tended to such information, in accordance with the termination provisions in this Section. (2) Termination for Cause. Upon Covered Entity's knowledge of a material breach by Business Associate, Covered Entity shall provide an opportunity for Business Associate to cure the breach or end the violation and terminate this Agreement and the Administrative Services Agreement if Business Associate does not cure the breach or end the violation within the time specified by Covered Entity, or immediately terminate this Agreement and the Administrative Services Agreement sections if Business Associate has breached a material term of this Agreement and cure is not possible. (3) Effect of Termination. Except as provided in paragraph (2) of this section, upon termination of this Agreement, for any reason, Business Associate shall return or destroy all Protected Health 112812009 Information received from Covered Entity, or created or received by Business Associate on behalf of Covered Entity. This provision shall apply to Protected Health Information that is in the possession of subcontractors or agents of Business Associate. Business Associate shall retain no copies of the Protected Health Information. (ii) In the event that Business Associate determines that returning or destroying the Protected Health Information is infeasible, Business Associate shall provide to Covered Entity notification of the conditions that make return or destruction infeasible. Upon mutual agreement of the Parties that return or destruction of Protected Health Information is infeasible, Business Associate shall extend the protections of this Agreement to such Protected Health Information and limit further uses and disclosures of such Protected Health Information to those purposes that make the return or destruction infeasible, for so long as Business Associate maintains such Protected Health Inforrnation. 9- Miscellaneous. a. Regulatoly References. A reference in this Agreement to a section in the Privacy Rule means the section as in effect or as amended, and for which compliance is required. b. Amendment. The Parties agree to take such action as is necessary to amend this Agreement from time to time as is necessary for Covered Entity to comply with the requirements of the Privacy Rule and the Health Insurance Portability and Accountability Act, Public Law 104- 191. C. Survival. The respective rights and obligations of Business Associate under Sections 4(b) and 4(c) of this Agreement shall survive the termination of this Agreement. d. Interpretation. Any ambiguity in this Agreement shall be resolved in favor of a meaning that permits Covered Entity to comply with the Privacy Rule. [Signatures Follow on Next Page] 112812009 The parties to this Agreement consent and agree to all of its provisions and by their signature cause this Agreement to become effective on the date first above written. Client/ Plan Sponsor (Client) on behalf of Covered Entity: By: Name: rifle: Company: Cjpj of Vernon Date: Igoe Administrative Services / Business Associate: By. - Company: Igoe Administrative Services Date: January 28, 2009 112812009 EXHIBIT A - City of Vernon COBRA Administration Fees 1r; Nine (9) Months Fee Guarantee These fees are only applicable for CobraConnect or COW Download Services 12, 7hese fees do not apply to Clients with Cal Choice as their insurance carder. ff you are currently using Cal Choice as your insurance carrier, or plan to switch to Cal Choice upon rene Wat please contact your Account Manager for an updated fee schedule Benefit Eligible Employeesm Base Monthly Fee Per PW Fee 20-200 $50.00 $25.00 201-500 $75.00 $25.00 501-1,000 $100.00 $22.50 1,001 — 1,500 $125.00 $22.50 1,501 — 2,000 $150.00 $20.00 2,001 — 2,500 $175.00 $20.00 2,501 — 3,000 $200.00 $17.50 3,001 — 3,500 $225.00 $17.50 3,501 — 4,000 $250.00 $15.00 4,001 — 6,000 $275.00 $12.50 Igoe Adminboadve Services willfetain a 2%premiwn fee for each PW and family. Upon inNalnodficadon, the 'POBFee"is chargedper qualifying event notice issued Should 1goeAcWhistrative Services be requiredto re4ssue the qualifying event nofice, one haff 1112) the "POB Fee' will he charged. Download data must be formatted to match ourspeefficadons. ff additional work is requiredin orderto complete the download, addWonal e.Wenses may apply. If at any time during the contract period should the total number of benefit eligible employees increase or decrease, fees YWW be billed according to the above graded fee schedule. ADDITIONAL FEES: Renewal/Open Enrollment Fees*: One haff P/.,) of the initial PW Fee per POB and family These services Include entering of now/changed benefits plans and rates, mailing personalized letters to COBRA participants outlining now/changed benefit plans and rater, generation of now coupons for all r"nrolled participants; and, processing of all enrollments, changes or terminations. Fees for Mergers/Acquisidons will be determined based an the time required to complete said service and will be agreed to by both parties prior to the performance of such services. 'Postage expenses are included in the above fees; however, additional charges may apply for mailing of proidder clZroctodes. OPTIONAL SERVICES (These additional services are only provided by request): Sending of Initial DOL Notices: Information Systems Programming/Consultation $2.50 per Letter $90.00 per Hour U at any time during the plan year. should the total number of benefit covered employees decrease by 20% or more from the total number of benefit covered employees at the time the Administrative Services Agreement was entered, Igoe Adminkftfive Services reserves the right to require Employer to pay all administrative has, Including the Principal OnaMed Beneficiary Fee ('130" Fee), as indicated In this Exhibit A, in advance of the performance of work set forth in the contract. 112812009 4305 8anta Fe Avenue, Vernon, California 90058 Telephone (323) 583-8,811 March 23, 2009 IGOE Administrative Services Attn: Michael C. Igoe, President/CEO 15090 Avenue of Science, Suite 201 San Diego, CA 92128 Re: COBRA Administrative Services Agreement Dear Mr. Igoe: Transmitted herewith is a copy of the fully executed agreement as referenced above, approved by City Council on March 9, 2009, through Resolution No. 9878. , , If you have any questions regarding this matter, please call Mr. Willard Yamaguchi, at (323) 583-8811 ext. 175. ry truly yours, A el Giron City Clerk NG:dj c: Willard Yamaguchi Karina Rueda Resolution No. 9878 Agreement No. 09-03 8 Exclusivefy Industrid