Resolution No. 2010-005RESOLUTION NO. 2010-05
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
VERNON APPROVING AND AUTHORIZING THE EXECUTION OF
A COBRA ADMINISTRATIVE SERVICES AGREEMENT AND A
FLEXIBLE PLAN ADMINISTRATIVE SERVICES AGREEMENT
BY AND BETWEEN THE CITY OF VERNON AND IGOE
ADMINISTRATIVE SERVICES
WHEREAS, the City of Vernon (the `City") desires to retain
the services of a reputable independent contractor to provide
administrative and clerical services relating to the City's compliance
with health care coverage continuation requirements under the
Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA") and
the administration if its Flexible Benefit Plan ("Plan"); and
WHEREAS, Igoe and Company, doing business as Igoe
Administrative Services ("Igoe"), has provided such services in the
past and therefore can provide the administrative and clerical services
required by the City in a more efficient and effective manner; and
WHEREAS, in order to ensure the uninterrupted provision of
such services to the City, the Risk Manager executed agreements with
Igoe to administer its Plan ("Plan Agreement") and its compliance with
COBRA's requirements ("COBRA Agreement") (collectively, the
"Agreements") on December 21, 2009, subject to ratification by the
City Council, to extend Igoe's term of service through December 31,
2010; and
WHEREAS, Igoe is qualified to provide the City with the
administrative and clerical services it desires; and
WHEREAS, by memoranda dated December 30, 2009, the Risk
Manager has recommended that the Agreements setting forth the terms
and conditions under which Igoe will perform the services be approved;
and
WHEREAS, the City Council desires to approve the Agreements
and ratify the actions taken by the Risk Manager in engaging the
services of Igoe; and
WHEREAS, the City Council of the City of Vernon has
determined that, pursuant to the provisions of subsection (b)(1) of
Section 2.27 of the Vernon City Code, it is in the public interest and
necessity to enter into the Agreements with Igoe to provide the
administrative and clerical services required by the City in an
efficient and effective manner.
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 does
hereby find and determine that the recitals contained hereinabove are
true and correct.
SECTION 2: The City Council of the City of Vernon hereby
approves the Agreements with Igoe, copies of which are attached hereto
as Exhibit A and incorporated by reference.
SECTION 3: The City Council of the City of Vernon hereby
approves, authorizes and ratifies the Risk Manager's execution of the
Agreements, and the City Clerk's attestation thereto, on December 21,
2009 for, and on behalf of, the City of Vernon.
SECTION 4: The City Council of the City of Vernon hereby
authorizes the City Administrator, or his designee, to take whatever
actions are deemed necessary or desirable for the purpose of
implementing and carrying out the purposes of this Resolution and the
transactions herein approved or authorized.
SECTION 5: The City Clerk of the City of Vernon shall
certify to the passage, approval and adoption of this Resolution, and
the City Clerk of the City of Vernon shall cause this Resolution and
the City Clerk's certification to be entered in the File of
Resolutions of the Council of this City.
APPROVED AND ADOPTED this 4th day of January, 2010.
5
Hilario Gonzales
Name: J
Title: Mayor /-M-67� m�
AT ST:
MANUELA GIRON, ity Clerk
STATE OF CALIFORNIA )
) ss
COUNTY OF LOS ANGELES )
I, MANUELA GIRON, City Clerk of the City of Vernon, do hereby
certify that the foregoing Resolution, being Resolution No. 2010-05,
was duly passed, approved and adopted by the City Council of the City
of Vernon at a regular meeting of the City Council duly held on Monday,
January 4, 2010, and thereafter was duly signed by the Mayor or Mayor
Pro-Tem of the City of Vernon.
Executed this 5A day of January, 2010, at Vernon, California.
(SEAL)
MANUELA GIRON, City Clerk
In
EXHIBIT A
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This Agreement is mitered into effective as of January 1, 2010 (The Effective Elate), between:
City of Vernon (hereinafter referred to as "Client"), with principal offices at 4305 Santa Fe Avenue,
City of Vernon, State of California, and Igoo ft Company Incorporated dha Igoe Administrative
Services (hereinafter referred to as "Igoe Administrative Services., or "'Business Associate"), with
principal offices at 1509E 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 and that all terms and conditions contained within are in full
force and are not negotiable;
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. The terms Administrative and Clerical Functions to be performed by Igoe
Administrative Services are defined as:
(1) Sending of notices to qualified beneficiaries (QBs') 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) not ficati, n 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 QBs regarding COBRA coverage,
(S) Collecting Premiums monthly from each QB.
(4) Reporting Premiums to Client and remitting premiums received minus
all applicable administrative fees each month to Client or Client's
designee.
(5) Reporting enrollees to Client (courtesy copy sent to insurance
carriers).
(6) Reporting terminations to Client.
(7) Sending QOL Notices (General Rights/New Hire 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 QB upon open enrollment
after receiving such rate change notification from Client.
01) 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 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.
b. The Administrative and Clerical functions do not include the amending and
republishing of the Client's plan document or booklets.
C. Igoe Administrative Services will provide COBRA Administrative forms as
applicable 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 bylaw.
d. 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 Igoe's online
system or download the QB COBRA Qualifying Event information to. Igoe
Administrative Services within 30 days of the qualifying event or loss of
coverage date (whichever is later), 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 Administrative Services within 30
days of the date it is notified of such event.
e. Igoe Administrative Services agrees to comply with ongoing COBRA notice
requirements within fourteen (14) calendar days of receiving a Qualifying
Event/Special Rights information.
f. 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 0 51 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.
g. 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.
h. Igoe Administrative Services will advise Client of all law or regulation changes
affecting COBRA and will, by the required effective date, 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. A fee of $250.00 must be paid in full for
services to be reinstated. If payment is not received thirty (30) days
following the suspension of services, Igoe Administrative Services will
terminate this Agreement in accordance with section 4(e), below.
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.
(2) 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 Administrative Services reserves the
right to require Client to pay all monthly administrative fees, including
the Qualified Beneficiary Fee ("QB" Fee), as indicated in Exhibit A, in
advance of the performance of work set forth in the contract.
(3) 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.
j. 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.
k. Client agrees to accurately complete all necessary and pertinent data fields
and forward such data to Igoe via Igoe's online services or other approved
electronic data feed format. In the plan takeover process client may, with the
approval of Igoe, forward certain required data in paper format. Further, Client
agrees that the provision of this data will provide the basis of Igoe
Administrative Services Administrative actions under this Agreement.
Changes to any data received may only be made in writing and are only
effective when acknowledged by Igoe Administrative Services in writing.
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. 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, 164.402, and
164.501. As used below "Business Associate" refers to Igoe Administrative
Services and "Covered Entity" to Client.
b. Obligations and Activities of Business Associate in accordance with HIPAA
regulations regarding Protected Health Information (PHII and Electronic
Protected Health Information (EPHI):
(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.
(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
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. Obligations and Activities of Business Associate in accordance with Section
13402(b) of the Health Information Technology for Economic and Clinical Health
Act of 2009 (the "HITECH Act"), and interim final regulations thereunder, as such
provisions may be amended from time to time or finalized:
(1) Business Associate will notify Covered Entity of any breach of
unsecured PHI pertaining to participants or dependents/beneficiaries
in Covered Entity's Plan occurring on or after September 23, 2009, to
the extent such breach becomes known to Business Associate or
would have become known to Business Associate through the
exercise of reasonable diligence. Business Associate will notify
Covered Entity without unreasonable delay and in no case later than
60 days following the discovery of a breach. "Business Associate" for
this limited purpose shall include Business Associate's owners,
officers, employees, and independent contractors, with the exclusion
of any individual responsible for a breach.
(2) Business Associate will include in such notification, to the extent
possible, the identification of each individual whose unsecured PHI
has been, or is reasonably believed to have been, accessed, acquired,
used or disclosed during the breach.
(3) Business Associate will include in such notification any other
available information that the Covered Entity is required to include in
its notification to the individual pursuant to 45 Code of Federal
Regulations § 164.404(c), promptly upon such information becoming
available to Business Associate.
(4) For purposes of this section, "breach"" is as defined at 45 Code of
Federal Regulations §164.402 including the exclusions set forth at
§ 164.402(2).
(5) For purposes of this section, "unsecured PHI" is as defined at 45 Code
of Federal Regulations §164.402.
d. Obligations and Activities of Business Associate in accordance with Section
1798.82 of the California Civil Code
Except to the extent its obligation to do so is preempted by the provisions of
the Health Insurance Portability and Accountability Act of 1996 ("HIPAA"),
including provisions of the HITECH Act, Business Associate shall notify
Covered Entity of any breach of unencrypted data owned or licensed by
Covered Entity, and maintained by Business Associate. "Breach" for these
purposes means acquisition of unencrypted data by an unauthorized person,
or the reasonable belief of such acquisition, that compromises the security,
confidentiality, or integrity of personal information consisting of medical or
insurance information pertaining to California residents, subject however to
the good faith exception set forth in Civil Code § 1798.82(d).
e. 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.
f. 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.
g. 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.
4. Term and Termination
a. Term. The term of this Agreement shall be a period of twelve (12) months
beginning on the Effective Date above written, subject to either party's right to
earlier termination as described herein. If not renewed as described in (b) below
this Agreement shall terminate on the one year anniversary of the Effective Date.
b. Renewal. The parties may renew the term of this Agreement for an additional
year upon the one-year anniversary of the Effective Date. If Client or Igoe
Administrative Services does not desire to renew, the non -renewing party must
give the other 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
that will apply upon renewal at least sixty (60) days prior to the expiration of this
Agreement.
c. Early Termination by Client Without Cause. If at any time the client wishes to
terminate the COBRA services without cause, a sixty (60) day written notice must
be given to Igoe Administrative 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.
d. Early Termination by Client With Cause. Upon Client's knowledge of a material
breach by Igoe Administrative Services of its duties under this Agreement, above,
Client shall either: (i) provide an opportunity for Igoe Administrative
Services to cure the breach or end the violation or, if Igoe Administrative Services
does not cure the breach or and the violation within the time specified by Client,
terminate this Agreement and the Business Associate Agreement provisions
thereof; or (ii) immediately terminate this Agreement and the Business
Associate Agreement provisions thereof if Igoe Administrative Services has
breached a material term of this Agreement and cure is not possible.
e. Early Termination by Igoe Administrative Services. If Igoe Administrative Services
suspends services for nonpayment in accordance with section 2(i)(1), above, and
payment is not received thirty (30) days following the suspension of services,
Igoe Administrative Services will terminate this Agreement effective immediately.
f. Effect of Termination on HIPAA Responsibilities. As used below "Business
Associate" refers to Igoe Administrative Services and "Covered Entity" to Client.
(1) 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 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. For
purposes of this section, "destruction" of unsecured PHI shall comply with
guidelines published on April 27, 2009 by the Department of Health and
Human Services, as modified by the Department in the preamble to
interim final regulations on breach notification for unsecured PHI (74
Federal Register 162 (August 24, 2009), pp. 42741-42743.
(2) 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.
(3) Term. The Term of the Business Associate Contract Provisions 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 extended to such information, in accordance with the
termination provisions in this Section.
g. Venue in the Event of Legal Dispute. 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.
5. 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.
Notwithstanding the above, each party shall bear its own costs and expenses
required to comply with notification duties resulting from a breach of unsecured PHI
as set forth in 45 Code of Federal Regulations §§ 164.404, 164. 406, and 164.408,
with regard to Covered Entity, and as set forth in 45 Code of Federal Regulations §
164.410, with regard to Business Associate, and under comparable California law.
6. Miscellaneous.
a. Applicable Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of California.
b. Assi nag bility. 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.
g. 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.
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. The Parties agree to
take such action 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.
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. 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.
M. Survival. The respective rights and obligations of Business Associate under
Section 3(b), 3(c) and 3(d) of this Agreement shall survive the termination of
this Agreement.
n. Interpretation. Any ambiguity in this Agreement shall be resolved in favor of
a meaning that permits Covered Entity to comply with the Privacy Rule. .
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:
Name: WILAARD G. YAMAGUCHI
Tide: RISK MANAGER
Company: City of Vernon
Date: DECEMBER 21, 2009
Igoe Administrative Services / Business Associate:
By: 1
Michael . Igo tv
President/CEO
Company: Igoe Administrative Services
Date: December 18, 2009
ATTEST:
MANUELA GIRON,, C TYnCLERK
�/! `7•-/ /` t
DATE
EXHIBIT A - City of Vernon
COBRA Administration Fees 11) Twelve (12) Months Fee Guarantee
These fees are only applicable for CobraConnect or COBRA Download Services 12;
These fees do not apply to Clients with Cal Choice as their insurance carrier. 9 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
Base Monthly Fee Per PQB Fee
75 25
rrr Igoe Administrative Services wiff retain a 2% premium lee for each PQB and Tamil y. Upon initial notification, the "PQB Fee"is
chargod per qualifying event notice issued. Should Igoe Administrative Services be required to reissue the qualifying event notice,
one hall 1112) the PQB Fee" will be charged.
171 Download data must be formatted to match our specifications. # additional work is required in order to complete the download,
additional expenses may apply.
131 fl at anytime during the contract period should the total number of benefit eligible employees increase or decrease by 20% or more,
Igoe Administrative Services Reserves the right to reassess the base monthly fee.
ADDITIONAL FEES:
Renewal/Open Enrollment Fees": One half (r/2) of the initial PQB Fee per OB and family
These services include entering of now/changed benefits plans and rates; mailing letters to COBRA participants Illustrating
new/changed benefit plans and rates; generation of now coupons for all r"nrolled participants; and, processing of all
enrollments, changes or terminations.
Fees for Mergers/Acquisitions will he 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):
Sanding of Initial DOL Notices: $2.50 per Letter
Premium Remittance to Multiple Locations: $20 per division per month
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 fees, Including the Principal Oualified Beneficiary Fee
("POS" Fee), as indicated in this Exhibit A. In advance of the performance of work set forth in the contract.
City of Vernon Flexible Benefit Plan
Administrative Services Agreement
This Agreement specifies the services to be provided to City of Vernon, in the ongoing administration of the City of
Vernon Amended and Restated Flexible Benefit Plan (the "Plan"f Covered Entity') as well as the specified
responsibilities of City of Vernon (the "Plan Administrator'/'Plan Sponsor') and Igoe Administrative Services (the
'Contract Administrative Firm"/*Business Associate'). The Contract Administrative Firm ('Business Associate") shall be
engaged by the Plan Administrator/Plan Sponsor as a subcontractor in the performance of administrative services for the
Plan.
In accordance with the terms of this Agreement, the Contract Administrative Firm shall have the following
responsibilities:
A. The Contract Administrative Firm shall provide Flexible Benefit Plan services in accordance with this
Agreement, as requested by the Plan Administrator/Plan Sponsor in connection with the Plan.
B. The Contract Administrative Firm shall consult with Plan Administrator/Plan Sponsor on the design of the
Plan.
C. The Contract Administrative Firm shall provide the Plan Administrator/Plan Sponsor with the following
sample documentation in order to initiate the administrative function:
(I) A sample Plan Document for review and potential adoption by Plan Sponsor and Plan Sponsor's
legal counsel;
(ii) A master set of Employee Communication/Enrollment Materials, including:
a. A Summary Plan Description; and
b. Election Forms to be used during the Enrollment Process; and
C. Reimbursement Request Forms; and
d. Instructions for filing claims for reimbursement and appeals procedures.
The Plan Sponsor is not required to adopt or utilize the sample Plan Documents, Enrollment Materials or
Forms provided by the Contract Administrative Firm and may use its own forms, subje4to review by the
Contract Administrative Firm, Contract Administrative Firm makes no warranties or *'resentatlons
regarding the adequacy of such documentation. Additional fees may apply if additional work is required
to process enrollments or reimbursements if the forms submitted by the Plan Administrator/Plan Sponsor
do not comply with the Contract Administrative Firm's requirements.
D. Process Reimbursement Requests, including the provision of written instructions to participants for re-
submitting requests In instances where required information may be missing. In the event of an appeal by
a participant, the Contract Administrative Firm agrees to reimburse expenses based on final claims
approval provided by the Plan Administrator/Plan Sponsor.
E. The Contract Administrative Firm will use the Plan Administrator/Plan Sponsor's Flexible Benefit Plan
checking account or make other arrangements with such employer, as so directed by the Plan
Adminlstrator/Plan Sponsor, in order to process participant reimbursements. See Exhibit C. If the
benefits card is contracted, the Plan Administrator/Plan Sponsor will fund that account via ACH transfer
directly to the benefits card provider.
Ogg& g ADMUMSTRATIVE SERVICES
F. Provide a check register or similar report to the Plan Administrator/Plan Sponsor for all transactions
posted during each processing period.
G. Conduct Non-discrimination testing on the 125 Plan(s), based on information provided by the Plan
Administrator/Plan Sponsor, and provide Plan Administrator/Plan Sponsor with a written .interpretation
following each open enrollment period.
H. Provide sample forms for the Plan Administrator/Plan Sponsor to communicate participant terminations
and qualifying change in status events to the Contract Administrative Firm.
I. Provide a year-to-date report of account balances, reimbursements paid, and scheduled payroll
contributions amounts for all participants enrolled in the Flexible Spending Accounts for each month.
J. Provide preparation of IRS Form 5500, if applicable, following the close of each Plan Year,
K. The Contract Administrative Firm will attend any audit or hearing held by a government agency or bureau
regarding compliance issues directly pertaining to administration services performed by Contract
Administrative Firm 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.
2. Business Associate Contract Provisions:
A. All definitions referred to in the Business Associate Contract Provisions of this Agreement shall have the
same meaning as those described in 45 CFR §§ 160,103,164.103, 164,304,164.402 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 (EPHI):
(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.
(Ii) 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.
(Ili) 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.
(iv) Business Associate agrees to report to Covered Entity any use or disclosure of the Protected
Health Information not provided for by this Agreement for which it becomes aware.
(v) Business Associate agrees to ensure that any agent, including a subcontractor, to whom it pro-
vides Protected Health Information received from, 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.
(vi) 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.
(vil) Business Associate agrees to document such disclosures of Protected Health Information and in-
formation 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.
(01) 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.
(Ix) 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.
(x) 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.
(xi) Business Associate agrees to ensure that any agent, including a subcontractor, to whom it
provides Electronic Protected Health Information ('ePHI') received from, or created or received
by Business Associate on behalf of, Covered Entity agrees to implement appropriate safeguards
to protect the ePHI.
(xii) 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. In such instances, Business Associate shall identify: the date of the security
incident, the scope of the security incident, the Business Associate's response to the security
Incident and the identification of the party responsible for causing the security incident, if known.
(xiil) 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 Protected Health Information to the extent such information is available to Business
Associate. Business Associate reserves the right to provide such information on a monthly basis
as an aggregate number.
(xlv) 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. Obligations and Activities of Business Associate in accordance with Section 13402(b) of the Health
Information Technology for Economic and Clinical Health Act of 2009 (the "HITECH Act"), and interim
final regulations thereunder, as such provisions may be amended from time to time or finalized.
(1) Business Associate will notify Covered Entity of any breach of unsecured PHI pertaining to
participants or dependentslbeneficiades in Covered Entity's Plan, occurring on or after
September 23, 2009, to the extent such breach becomes known to Business Associate or would
have become known to Business Associate through the exercise of reasonable diligence.
Business Associate will notify Covered Entity without unreasonable delay and in no case later
than 60 days following the discovery of the breach. "Business Associate" for this limited purpose
shall include Business Associate's owners, officers, employees, and Independent contractors,
with the exclusion of any individual responsible for the breach.
(11) Business Associate will include such notification, to the extent possible, the identification of each
Individual whose unsecured PHI has been, or is reasonably believed to have been accessed,
acquired, used or disclosed during the breach.
(111) Business Associate will include in such notification any other available information that the
Covered Entity is required to include in its notification to the individual pursuant to 45 Code of
Federal Regulations § 164.404(c), promptly upon such information becoming available to
Business Associate.
(iv) For purpose of this section, "breach" is as defined at 45 Code of Federal Regulations § 164.402
including the exclusion set forth at §164.402(2).
(v) For purpose of this section, "unsecured PHI" is as defined at 45 Code of Federal Regulations
§164.402.
D. Obligations and Activities of Business Associate in accordance with Section 1798.29 of California Civil
Code
Except to the extent its obligation to do so is preempted by the provisions of the Health Insurance
Portability and Accountability Act of 1996 ("HIPPA"), including provisions of the HITECH Act, Business
Associate shall notify Covered Entity of any breach of unencrypted data owned or licensed by Covered
Entity, and maintained by Business Associate. "Breach" for these purposes means acquisition of
unencrypted data by an unauthorized person, or the reasonable belief of such acquisition, that
compromises the security, confidentiality, or integrity or personal Information consisting of medical or
Insurance information pertaining to California residents, subject however to the good faith exception set
forth in Civil Code § 1798.29 (d)
E. Permitted Use and Disclosures by Business Associate
Except as otherwise limited in this Agreement, Business Associate may use of disclose Protected
Health Information to perform its functions, activities, or services for, or on behalf of, Covered Entity as
specified in this Agreement, provided that such use or disclosure would not violate the Privacy Rule if
done by Covered Entity.
3. The Contract Administrative Firm is willing to perform the services described in this Agreement, provided that
Contract Administrative Firm shall not assume the responsibilities of the Plan Administrator/Plan Sponsor under
the Plan, and provided that Contract Administrative Firm shall not constitute or be deemed or construed to
constitute the "Plan Administrator" of the Plan as such term is defined in the Plan and within the meaning of
ERISA Section 3(16). The Contract Administrative Firm will use reasonable care and due diligence in the
performance of its responsibilities hereunder. In addition, except as expressly set forth herein, the Contract
Administrative Firm shall not be a "fiduciary" of the Plan as such term is defined in ERISA Section 3(21). Plan
Administrator/Plan Sponsor agrees that this responsibility is, and remains, that of the Plan Administrator/Plan
Sponsor.
4. In accordance with the terms and conditions of this Agreement, the Plan Administrator/Plan Sponsor agrees to
the following:
A. The Plan Administrator/Plan Sponsor desires to engage the Contract Administrative Firm to provide
professional services in accordance with this Agreement, and the Contract Administrative Firm desires to
accept such engagement.
B. The Plan Administrator/Plan Sponsor shall administer the Plan or appoint a person or committee to
administer the Plan (the °Plan Administrator").
C. The Plan Administrator/Plan Sponsor understands and acknowledges that Contract Administrative Firm is
responsible only for providing the services specifically allocated to the Contract Administrative Firm in this
Agreement.
D. If using a vendor for electronic enrollment for your group health benefits, the Plan Sponsor/Plan
Administrator shall remain ultimately responsible for the accuracy of the Flexible Benefit Plan elections
and all related records. The Plan Sponsor/Plan Administrator Is responsible for capturing all electronic
enrollment data and transmitting it to the Contract Plan Administrator rigor to the appropriate effective
dates. The Plan Sponsor/Plan Administrator is responsible to review such reports and to provide
corrections as needed. The Contract Plan Administrator will continue to provide all reporting as outlined
in this Agreement.
E. The Plan Administrator/Plan Sponsor agrees to have the specimen Plan Documents provided by the
Contract Administrative Firm reviewed and approved by the Plan Sponsors legal counsel. Upon this
review, the Plan Administrator/Plan Sponsor agrees to supply the executed Plan Documents for review
by participants upon request within a reasonable amount of time. In addition, the Plan
Administrator/Plan Sponsor agrees to provide a Summary Plan Description to each participant upon
enrollment in the Plan and to communicate any changes which may be made to the Plan and/or the
Summary Plan Description accordingly.
F. The Plan Administrator/Plan Sponsor shall establish a zero -balance Flexible Benefit Plan checking
account or make other arrangements with such employer in order for the Contract Administrative Firm to
process claims for reimbursement under the Plan (See Exhibit C).
G. The Plan Administrator/Plan Sponsor shall report all participant terminations and all qualifying change in
status events in a written format, including all requested information, to the Contract Administrative Firm
prior to the first affected payroll date. Should this information not be provided in a complete or timely
manner, the Plan Administrator/Plan Sponsor agrees to pay any resulting administrative fees which may
be incurred in order to process retroactive adjustments to payroll contributions or reimbursement claims
processed in error.
H. The Plan Administrator/Plan Sponsor shall provide the Contract Administrative Firm, confirmation of
redirections into the Flexible Benefit Plan, based on reports provided by the Contract Plan Administrative
Firm, in a timely manner, thus allowing the Contract Administrative Firm to post contributions for the
purpose of processing reimbursements. Should this information not be received in a complete and timely
manner, the Plan Administrator/Plan Sponsor agrees to pay any resulting administrative fees required to
process any retroactive changes, as fees for this service are not covered under this Agreement.
I. The Plan Administrator/Plan Sponsor agrees to provide to the Contract Administrative Firm, upon each
open enrollment period and with each new enrollment in the Plan, all required data to perform IRS -
required 125 Plan Non-discrimination Testing. The Plan Administrator/Plan Sponsor agrees to report any
changes to the Contract Administrator, which may affect the qualification of the Plan for meeting Non-
discrimination requirements. In addition, the Plan Administrator/Plan Sponsor agrees to initiate any
action required in the event the Plan is reported as discriminatory.
J. The Plan Administrator/Plan Sponsor shall retain documentation relating to Plan operations that may be
requested in an IRS or Department of Labor audit of Plan operations - including, but not limited to: Non-
discrimination testing information, executed copies of the Plan, Salary Redirection Agreements
("Enrollment Forms"), Plan Amendments, Resolutions adopting the Plan, and Form 5500s, (if applicable),
for seven years after the close of each Plan Year.
K. The Plan Administrator/Plan Sponsor shall ensure that only common law employees participate In the
Plan [employees of companies described in IRC Section 414 (b), (c) or (m) and listed in the Plan as
participating affiliates may also participate] and to ensure that the terms of its Plan Document are
properly enforced.
L. The Plan Administrator/Plan Sponsor shall provide all requested information on a timely basis for Igoe
Administrative Services to file an annual Form 5500 Return, if applicable, for the cafeteria plan within
seven months following the close of each plan year. in addition, the Plan Sponsor may be required to
provide requested information in order for Igoe Administrative Services to file Form 5500Annual Returns
for the component benefit plans offered through the cafeteria plan, (component benefit plans would be a
multiple plan including Premium Conversion Plans, Dependent Care FSA and/or Medical FSA).
M. The Plan Administrator/Plan Sponsor shall provide the required information on a timely basis in order for
Igoe Administrative Services to perform Non-discrimination testing required by the Internal Revenue
Code for 126 Plan(s) (including, but not limited to: ensuring that a non-discriminatory classification of
employees is eligible for the plan, that contributions and benefits do not discriminate In favor of highly
compensated employees, and that no more than 25% of the total pre-tax benefits is received by officers
and owners). Additional information may be required in order for Igoe Administrative Services to conduct
Non-discrimination testing for the component benefits offered through the cafeteria plan (including
insurance and flexible spending account benefits). Igoe Administrative Services will perform Non-
discrimination testing shortly after enrollment.
N. At each month -end the Contract Administrative Firm will submit a statement showing the amount of fees
for that month pursuant to Exhibit A. The Plan Administrator/Plan Sponsor will pay the Contract
Administrative Firm the full amount within 10 days. Payments will be considered late after 30 days. It
payment is not made within 30 days, the Contract Administrative firm reserves the right to suspend future
services. To reinstate services, the Plan Administrator/Plan Sponsor must agree to pay the Contract Plan
Administrative Firm via ACH for all future administrative fees, including any applicable reinstatement fees
of $250.00, The Contract Plan Administrative Firm reserves the right to decline to reinstate services.
0. (If Applicable) - If a Flex Plan participant uses his/her Flex benefits card for a transaction that falls
outside of the benefits card parameters set forth by the IRS, a request for substantiation will be sent
automatically via a -mail. If no response is received within 14 days a second electronic letter will be sent.
If no response is received within 7 days, the benefits card may be deactivated and the expense deemed
Ineligible.
Once a card is deactivated, the participant will no longer have the ability to use their card until he/she
provides resolution through one of the following methods:
• Provide receipts as substantiation to Igoe Administrative Services along with a copy of the letter
he/she received. Upon receipt, the transaction will be approved therefore reactivating the benefits
card.
• Refund the Flexible Benefit Plan equal to the amount of the transaction via either a payroll deduction
or a personal check. Upon notification from the employer that the refund is complete, the transaction
will be reversed therefore reactivating the benefits card (if applicable).
• The employer may add the amount of the ineligible transaction to the employee's W 2 as taxable
income. Upon notification from the employer that this action is being taken, the transaction will be
approved therefore reactivating the benefits card
5. Obligations of Covered Entity in accordance with HIPAA regulations regarding Protected Health Information
(PHI):
A. 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.
B. 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.
6. Plan Administrator/Plan Sponsor acknowledges that they have read this Agreement in its entirety and Plan
Administrator/Plan Sponsor acknowledges that it has been advised to consult with, and has consulted as it deems
necessary, Its own attorney with respect to the matters herein, and acknowledges that Contract Administrative
Firm is not providing any tax or legal advice as a result of its professional services under this Agreement. In
addition, the Plan Administrator/Plan Sponsor agrees to the fees outlined in Exhibit A and Exhibit B of this
Agreement. Failure to pay fees when due may result in termination of this Agreement. The Administrative Fee
Schedule, which Is attached to this Agreement as Exhibit A, Is made a part hereof as of the effective date of this
Agreement.
7. 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
attorneys fees and costs,
8. Should Plan Administrator/Plan Sponsor, at any time during the coverage period of this Agreement, rile in the
United States for the Debt Relief or Reorganization of any type, all services from the date of the filing forward
shall be terminated immediately.
9. Plan Administrator/Plan Sponsor agrees to accurately complete an administrative instrucilon/summary form, as
supplied by the Contract Administrative Firm, upon implementation or renewal of the Plan. Plan
Administrator/Plan Sponsor agrees that these forms will provide the basis of the Contract Administrative Firm's
administrative actions under this Agreement. Further, Plan Administrator/Plan Sponsor agrees that any changes
to the information supplied on these forms may only be made in writing and are only effective when
acknowledged by the Contract Administrative Firm in writing. Additional fees may be incurred for any retroactive
changes made after the Plan Administrator/Plan Sponsor has agreed to the administration design in writing or for
any changes which may be requested mid -year (after the open enrollment period).
10. Term and Termination.
A. Term. This Agreement shall govern the contract period beginning January 1, 2010 and ending
December 31, 2010, unless terminated earlier by either party at any given time upon thirty (30) days
written notice.
B. The Term of this Agreement shall be effective as of the date of the signature on this Agreement, and, with
respect to HIPAA Privacy Rules, this Agreement 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 Entily, is destroyed or returned to Covered Entity, or, if it is infeasible to
return or destroy Protected Health Information, protections are extended to such information, in
accordance with the termination provisions in this Section.
C. Termination for Cause. With respect to HIPAA Privacy Rules, 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.
D. Effect of Termination.
i. Except as provided for above with respect to HIPAA Privacy Rules, upon termination of this
Agreement, for any reason, Business Associate shall return or destroy all Protected Health
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. For purposes of this section, "destruction° of
unsecured PHi shall comply with guidelines published on April 27, 2009 by the Department of
Health and Human Services, as modified by the Department in .the preamble to interim final
regulations on breach notification for unsecured PHI (74 Federal Register 162 (August 24, 2009),
pp. 42741-42743.
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.
11. Miscellaneous.
A. Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the
State of California.
B. Assignabilily. 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. Amendment. In regard to Protected Health Information (PHI), 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.
D. Binding Nature of Agreement. This Agreement Is binding upon signature by both parties and shall inure
to the benefit of the heirs, executors, successors and assignors of the parties hereto.
E. Complete Agreement. This Agreement and all accompanying Exhibits constitute 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, The Contract Administrative Firm will maintain the confidentiality of all records and
information obtained in conjunction with the services to be performed hereunder in accordance with
HIPAA Privacy regulations. The information therein shall not be divulged or disclosed or made available
to persons, other than the Plan Sponsor/Plan Administrator, without written approval by the Plan
Sponsor/Plan Administrator or a court of competent jurisdiction. This paragraph will survive the
termination or expiration of the Agreement.
G. 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. 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. Independent Contractor, The Contract Administrative Firm's relationship with Plan Administrator/Plan
Sponsor is that of independent contractor and nothing in this Agreement shall be construed as creating
the relationship of employer or employee between the Plan Administrator/Plan Sponsor and officers,
employees, or agents of the Contract Administrative Firm or the relationship of a partnership or joint
venture between the parties, as outlined in Section 4 of this Agreement.
I. Interpretation. In regard to Protected Health Information (PHI), any ambiguity in this Agreement shall be
resolved in favor of a meaning that permits Covered Entity to comply with the Privacy Rule.
J. Modifications. This Agreement may not be modified or amended except by means of written modification
or amendment of this Agreement or their legal successors In interest.
K. Regulatory References. All references 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 under the Health Insurance
Portability and Accountability Act, Public Law 104-191.
L. Survival. The respective rights and obligations of Business Associate under HIPAA Privacy Rules, as
outlined in this Agreement, shall survive the termination or expiration of this Agreement.
M. 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.
12. Indemnification of the Contract Administrative Firm ("Business Associate") and the Plan Administrator/Plan
Sponsor ('Covered Entity
Contract Administrative FimVBusiness Associate shall indemnify, defend and hold harmless Plan
Administrator/Plan Sponsor, its 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 Contract Administrative
Firm's/Business Associate's performance of or failure to perform this Agreement, including, without limitation,
Claims resulting from or arising out of acts or omissions by Contract Administrative Firm/Business Associate, its
employees, officers, directors, agents, or other individuals who provide services under this Agreement.
Plan Administrator/Plan Sponsor shall indemnify, defend and hold harmless Contract Administrative
Firm/Business Associate, its affiliates directors, officers and employees or any of them from any claim, expense,
loss, damage, settlement, judgment penalty and liability including reasonable attorney's fees and court costs
(individually and collectively, "Claims') resulting in any way from or arising out of Plan Administrator's/Plan
Sponsor's performance of or failure to perform this Agreement, including, without limitation, Claims resulting from
or arising out of acts or omissions by Plan Administrator/Plan Sponsor, Its employees officers, directors, or
agents.
Notwithstanding the above, each par6ty shall bear its own costs and expenses required to comply with notification
duties resulting from a breach of unsecured PHI asset forth in 45 Code Federal Regulations §§164.404,164.406,
and 164.408, with regard to Covered Entity, and as set forth in 45 Code of Federal Regulations §164.410, with
regard to Business Associate, and under comparable California law.
The Parties to the agreement consent and agree to all of the provisions and by their signature cause this
Agreement to become effective as of the date of signature. Remittance of and acceptance of payment for
services hereby binds both parties to this agreement.
ATTEST:
.-, A/
MANUELA GIRON, CITY CLERK
12-110
�
DATE
Br.
City of Vernon Amended and Restated Flexible Benefit Plan
("Covered Entity")
AND
UXXXXXXXXXXXXXXXXXXXXXXXX
YffbyiyXXXXXXXXXXXXXXXXXXXXXX}CXX
Plan Sponsor/Plan Administrator:
City of Vernon
BV
I Cl RISK MANAGER
Date:?��Am
Contract Administrative Firm
("Business Associate'l
EXHIBIT A: ADMINISTRATIVE FEE SCHEDULE
City of Vernon
RATES EFFECTIVE January 1, 2010
MONTHLY ADMINISTRATIVE CHARGES — Flexible Spending Accounts
Monthly Administration Fee: $5.00 per participant per month'
'if current plan year covers 40 or fewer active participants, a minimum fee of $200
will be charged
ADMINISTRATIVE SERVICES PROVIDED
Actual Postage Expenses
INCLUDED
Multiple Payroll Cycles
INCLUDED
For example: weekly & bi-weekly, monthly & weekly, etc.
FSA Benefits Card Administration
INCLUDED
Fee includes ongoing administration of the FSA benefits MasterCard and all applicable reporting.
Set-up fee may be charged if benefits MasterCard is not current offered. See Optional Services.
Flex Benefits Card Reactivation rlapplicable)
INCLUDED
A Flex Benefits Card may become de -activated if an employee does not comply with Flex
Benefits Card requirements.
Flex Benefits Card Replacement rilapplicablef
INCLUDED
Applies when a Flex Benefits Card is lost or stolen & client requests replacement card
Electronic Enrollment Confirmation
INCLUDED
Igoe Administrative Services will send an enrollment confirmation at the start of the plan year to all plan
participants that provide an e-mail address.
Electronic Plan Year End Reminder Notification
INCLUDED
Igoe Administrative Services will send a reminder notification including run out deadlines to all plan
participants that provide an e-mail address,
Plan Year End Run Out Period Processing
ALL ACTIVE PARTICIPANTS W17HPMTIVEBALANCES DuRwcTHE
Igoe Administrative Services will process Run Out Period reimbursement submittals on a set
RUWM PERIOD WILL BE CHARGED ACCORDING TOTHE ABOVE
administrative schedule.
FEE SCHEME. PARTICIPATION BELOW THE I UMI A
REQUIREMENT WILL BE WAIVED.
2.5 Month Grace Period Processing
ALL ACTIVE PARTICIPANTS WITH PosameALANCESouRINGTHE
Igoe Administrative Services will process the up to 2.5 Month Grace Period (formerly known
2.5 MONTH GRACE PERIOD WILL BE CHARCEDAocoRDING TO
as the Extension Period) reimbursement submittals on a set administrative schedule.
1HE AWA FEE SCHEDULE. PARTICIPATION BELOW THE NIOWU
REceIREIEW W L SEW„ IVED.
Transportation & Parking Account Administration
AMONTHLY SERVICE CHARGE OFs7s.00WILL APPLY FOR THE
MAINTENANCE OF THE TRANSPORTATION BENEFIT
THE PER PARmiPANi FEE wILL BE CHARGED FOR ALL
TRANSPORTATION FRINGE BENEFITPARTICIPANTS THAT DO NOT
HAVE AN FxisTTNG FSA ELECTION
Limited Purpose FSA Administration
AMONTHLY SERVICE CHARGE OF$75.00WILL APPLY FOR THE
MANTENANCe OF THE LPFSA BENEFIT
THE PER PARTICIPANT FEE WILL BE CHARGED FOR ALL LPFSA
PARTICIPANTS THAT DO NOT HAVE AN EXISTING FSA ELECTION
HRA Administration
AMONTHLYSERVICE CHARGE OF $50.00 WILL APPLY FOR THE
MANTENANCE OF THE HRA BENEFIT
THE PER PARTICIPANT FEE wIL BE CHARGED FOR ALLHRA
PARTICIPANTS THAT DO NOT HAVE AN EXISTING FSA ELECTION
Non -Discrimination Testing (125Plans)
INCLUDED
Applies to initial testing following Open Enrollment. Additional fees may apply for retesting
mid plan year (see below Option Services)
ANNUAL RE -ENROLLMENT FEE
Provided Igoe Administrative Services and the client mutually accept future services; Igoe Administrative Services reserves the right to charge an
Annual Enrollment Fee, The client will be provided with a proposal of fees for the new Plan Year no later than 60 days before the end of the
current Plan Year, All fees for services must be paid in full prior to the preparation of any renewal materials. Included services are:
♦ Load -on of all new enrollments and building of new database for each Plan Year
♦ Add new participants after initial set up of Plan
♦ Preparation of new master enrollment materials
♦ Modifications to specimen plan document and SPD (if applicable)
♦ Initial plan year Non-discrimination testing
The minimum monthly lee will apply when a client chooses not to renew for the next Plan Year and requests Igoe Administrative Services to
administer the Plan Year Run Out Period for the ending Plan Year.
OPTIONAL ADMINISTRATIVE FEES
The following services are not included in the administration fees. The client will incur additional fees when these
services are required or requested.
Any services not explicitly outlined in this Agreement may require additional fees. Optional services may include, but are not limited to, Specialized
Reporting, Additional Services, Information Systems Programming or Consultation. Fees for these services will be determined based on the time
required to complete said service and will be agreed to by both parties prior to performance of such services.
Special Check Run
$25.00
Checks produced on non-scheduled processing day. Additional fees will apply when client requests
PER SPECIAL RUN
replacement check be generated prior to next scheduled processing day
Flex Benefits Card Set -Up
$100.00
One-time fee assessed when client implements the Flex Benefits Card.
Direct Deposit Set -Up
$100.00
One-time fee assessed when client implements the direct deposit reimbursement option.
Flex Plan Document AmendmentslRestatements
$150-00
Applies when a Plan Document Amendment is necessary to keep your Plan in compliance and for
changes made to specimen documents outside of the FSA renewal period.
WebF-x
AOomONAL FEES MAY APPLY, PLEASE
Professionally trained Igoe staff members are available by appointment to conduct a live, interactive
CONTACT YOUR ACCOUNT MANAGEMENT
enrollment/client education/ or participant education meeting via the Internet. The length of the call
TEAM TO OBTAIN A QUOTE
and the number of connections included determine the fees for this service.
EXHIBIT B: ADMINISTRATIVE SERVICES
ON -GOING ADMINISTRATIVE SERVICES
The following services are included in the administration fees.
Mew Online Employer Access To Documents and Reports
The iView site allows you to view all customized forms, reports and documentation regarding your Flex Plan. Access to
this site will be restricted by 128-bit encrypted super -certificate from Thame to ensure the strongest possible online
security. Your Account Management Team will provide a demonstration of this site upon implementation.
24-Hour On -Line Participant Account Information
Participants are given online access with abilities to check account balance and transaction information via the Igoe
Administrative Services web site at www.goigoacom. Upon enrollment for each new Plan year, all website login
information will be provided to you for distribution.
Participant Services
Igoe Administrative Services Participant Services Department is comprised of a team of qualified personnel available to
assist Participants by answering questions and resolving Issues that may arise during the Open Enrollment Period and
throughout the Plan Year. The Participant Services Team is trained to respond to Participant issues such as: account
balance inquiries; contributions, reimbursements, requests posted to Participant accounts; questions on denied requests
for which a Participant has received a letter; education regarding eligibility of expenses; confirmation of processing
deadlines or reimbursement methods; and IRS Guidelines and Section 125 regulations. Live phone operators are
available Monday — Friday from 8 am to 5 pm PST (excludes holidays).
Annual Non-discrimination Testing (When Requiredfor 125P/ans)
Non-discrimination Testing will begin upon receipt of participant Enrollment Forms, elections and required IRS Non-
discrimination information. Three separate tests will be conducted following each Open Enrollment Period to ensure that
your Plan Is in compliance with IRS Non-discrimination requirements, as follows:
♦ 25% Concentration Test: Testing is required to confirm that no more than 25% of the total benefit is
contributed by key employees.
♦ 55% Average Benefit Test: Testing is required to confirm that more than 55% of the average DCAP benefit
is contributed by non -highly compensated employees.
♦ 5% Owner Benefits Test: Testing is required to confirm that no more than 25% of the total DCAP benefit is
contributed by 5% owners of the firm.
Standard Reporting Services
♦ Provide reimbursement register or reimbursement report to coincide with processing schedule
♦ Provide monthly management report
♦ Provide annual IRS Form 5500 Reporting, if applicable
Ongoing Education
Through the Igoe Administrative Services web site: www.goigoe.com, Administrators, Participants and those interested
may access:
♦ Rules and Regulations governing IRS Section 125 Flexible Benefit Plans
♦ Updated publications provided by the Internal Revenue Services (IRS)
♦ Links to the Internal Revenue Service (IRS)
♦ Frequently asked Questions with Answers
In addition, the viewer may download, free of charge:
♦ Medical Care Reimbursement Plan Worksheets
♦ Dependent Care Assistance Plan Worksheets
♦ Medical Retmbursement/Dependent Care Assistance Plan Request Forms
♦ Dependent Care vs. Tax Credit Worksheet
♦ Sample Childcare Provider Receipt
Enrollment Materials
A Master set of Enrollment Materials are created by Igoe Administrative Services prior to each Open Enrollment Period
and forwarded to your firm via e-mail at no charge.
EXHIBIT C: FUNDING REQUIREMENTS
OPTION 1: MANUAL CHECKS FROM PLAN SPONSOR CHECKING ACCOUNT
The Plan Administrator/Plan Sponsor shall establish a zero -balance Flexible Benefit Plan checking account and
authorize Michael C. Igoe as a signer. If Plan Administrator/Plan Sponsor does not want to add Michael C. Igoe
as a signer on said account, unsigned checks will be provided directly to the Plan Administrator/Plan Sponsor
for signature and distribution.
OPTION 2: MANUAL CHECKS FROM PLAN SPONSOR CHECKING ACCOUNT PLUS DIRECT DEPOSIT
The Plan Administrator/Plan Sponsor shall establish an account using the instructions listed under option 1.
The Plan Administrator/Plan Sponsor shall provide a bank contact for Igoe to establish the protocol for Direct
Deposit ACH file formatting and ongoing secure file delivery. A $150.00 implementation fee will apply. Igoe
recommends that the Plan Sponsor/Plan Administrator establish any ongoing fees that may be assessed by
your financial institution prior to contracting this reimbursement method.
OPTION 3: REIMBURSEMENT THROUGH PAYROLL REIMBURSEMENT
The Plan Sponsor/Plan Administrator will maintain all FSA related funds. Igoe Administrative Services will
provide notification directly to the Plan Sponsor/Plan Administrator of all reimbursements to be included on the
Plan Sponsor/Plan Administrator's next scheduled pay date.
BENEFITS CARDS: POINT OF SALE REIMBURSEMENT THROUGH A FLEXIBLE SPENDING BENEFITS
CARD
Plan Sponsor/Plan Administrator will provide ACH abilities to Metavante/Medibank for the funding of benefit
card transactions only. This option can be paired with any of the above for non -benefits card transactions.
A[IMINISTRATIVU SERVICES
ACH Debit Authorization Agreement
(Payment of Administrative Fees Only)
Please Type or Print Clearly
Client Name (For which debit is referencing):
Debtor Information
Company Name:
Taxpayer Identification Number (TIN):
Company Contact Name for Remittance Only:
Company Contact Telephone Number:
Company Fax Number:
Company Contact e-mail Address:
Igoe Administrative Services authorization number: 2953391660
The above hereby authorizes Igoe Administrative Services to debit payments from the account specified below. Acknowledgement is made that the origination of
ACH transactions to the accounts spedfied below must comply with the provisions of U.S. law.
Bank Name:
Bank Address:
Bank Routing Number (ABA): (9 digit number)
Bank Account M Checking t7 Saving ❑
This authorization and direction will be in effect until Igoe Administrative Services Is notified In writimof a change or termination of your financial institution and/or
bank account. ACH debut will begin with the next invoice that is issued after this form has been returned to the Igoe Administrative Services Accounting
Department If accurate account and bank transit information has been provided.
Authorized Contact (Please print)
Authorized Signature
Job Title
Date
CITY CLERK'S OFFICE
INTEROFFICE MEMORANDUM
DATE: January 13, 2010
TO: Willard Yamaguchi, Chief Deputy City Attorney/Risk Manager
FROM: Nelly Giron, City Clerk
RE: 64
Resolution No. 2010-05 - A Resolution of the City Council of
the City of Vernon Approving and Authorizing the Execution
of a Cobra Administrative Services Agreement and a Flexible
Plan Administrative Services Agreement By and Between the
City of Vernon and IGOE Administrative Services
Transmitted herewith is a copy of the fully executed Cobra
Administrative Services Agreement, Flexible Plan Administrative
Services Agreement, and Resolution No. 2010-05 referenced above, which
was approved by City Council on January 4, 2010.
Thank you.
NG : dj
c: Resolution No. 2010-05
Agreement No. 10-002
'IGOE
ADMINISTRATIVE SERVICES
Bill To:
CITY OF VERNON
ATTN: ACCOUNTS PAYABLE
4305 SANTA FE AVENUE
VERNON, CA 90058
TAX I D#95-3391660
DATE INVOICE#
10/8/2009 73556R
Terms
Due on recpt
QUANTITY
DESCRIPTION
RATE
AMOUNT
Flexible Benefit Plan Re -Enrollment Fee*
300.00
300.00
Jan 2010
*PLEASE NOTE THAT PAYMENT MUST
BE RECEIVED IN FULL BEFORE WE
CAN SET UP YOUR UPCOMING FSA
PLAN YEAR.
Flexible Benefit Plan Re -Enrollment Fee — Thank you for
your ongoing partnership with Igoe & Companyl
TOTAL $300.00
Phone:800-633-8818
Fax: 858-683-2053
P.O. Box 501480
San Diego, CA 92150
CITY ATTORNEY'S OFFICE
MEMORANDUM
TO: Donal O'Callaghan, City Administrator
FROM: Katrina C. Gonzales, Assistant City Attorney
CC: Laurence S. Wiener, City Attorney
Gena M. Stinnett, Assistant City Attorney
Willard G. Yamaguchi, Risk Manager
DATE: December 14, 2009
SUBJECT: Igoe Adminstrative Services Agreements — Approved as to Form
The City Attorney's office has reviewed the agreements between the City and Igoe
Administrative Services for its COBRA and flexible spending plans and has approved them as
to form.
12720-0008\1193293v1.doc
City of Vernon Flexible Benefit Plan
Administrative Services Agreement
This Agreement specifies the services to be provided to City of Vernon, in the ongoing administration of the City of
Vernon Amended and Restated Flexible Benefit Plan (the "Plan"/"Covered Entity") as well as the specified
responsibilities of City of Vernon (the "Plan Administrator"/"Plan Sponsor") and Igoe Administrative Services (the
"Contract Administrative Firm"/"Business Associate"). The Contract Administrative Firm ("Business Associate") shall be
engaged by the Plan Administrator/Plan Sponsor as a subcontractor in the performance of administrative services for the
Plan.
In accordance with the terms of this Agreement, the Contract Administrative Firm shall have the following
responsibilities:
A. The Contract Administrative Firm shall provide Flexible Benefit Plan services in accordance with this
Agreement, as requested by the Plan Administrator/Plan Sponsor in connection with the Plan.
B. The Contract Administrative Firm shall consult with Plan Administrator/Plan Sponsor on the design of the
Plan.
C. The Contract Administrative Firm shall provide the Plan Administrator/Plan Sponsor with the following
sample documentation in order to initiate the administrative function:
(i) A sample Plan Document for review and potential adoption by Plan Sponsor and Plan Sponsor's
legal counsel;
(ii) A master set of Employee Communication/Enrollment Materials, including:
a. A Summary Plan Description; and
b. Election Forms to be used during the Enrollment Process; and
C. Reimbursement Request Forms; and
d. Instructions for filing claims for reimbursement and appeals procedures.
The Plan Sponsor is not required to adopt or utilize the sample Plan Documents, Enrollment Materials or
Forms provided by the Contract Administrative Firm and may use its own forms, subject�to review by the
Contract Administrative Firm. Contract Administrative Firm makes no warranties or',ppresentations
regarding the adequacy of such documentation. Additional fees may apply if additional work is required
to process enrollments or reimbursements if the forms submitted by the Plan Administrator/Plan Sponsor
do not comply with the Contract Administrative Firm's requirements.
D. Process Reimbursement Requests, including the provision of written instructions to participants for re-
submitting requests in instances where required information may be missing. In the event of an appeal by
a participant, the Contract Administrative Firm agrees to reimburse expenses based on final claims
approval provided by the Plan Administrator/Plan Sponsor.
E. The Contract Administrative Firm will use the Plan Administrator/Plan Sponsor's Flexible Benefit Plan
checking account or make other arrangements with such employer, as so directed by the Plan
Administrator/Plan Sponsor, in order to process participant reimbursements. See Exhibit C. If the
benefits card is contracted, the Plan Administrator/Plan Sponsor will fund that account via ACH transfer
directly to the benefits card provider.
0912312009 ADM@USTRAEIIV SERVICES
F. Provide a check register or similar report to the Plan Administrator/Plan Sponsor for all transactions
posted during each processing period.
G. Conduct Non-discrimination testing on the 125 Plan(s), based on information provided by the Plan
Administrator/Plan Sponsor, and provide Plan Administrator/Plan Sponsor with a written interpretation
following each open enrollment period.
H. Provide sample forms for the Plan Administrator/Plan Sponsor to communicate participant terminations
and qualifying change in status events to the Contract Administrative Firm.
1. Provide a year-to-date report of account balances, reimbursements paid, and scheduled payroll
contributions amounts for all participants enrolled in the Flexible Spending Accounts for each month.
J. Provide preparation of IRS Form 5500, if applicable, following the close of each Plan Year.
K. The Contract Administrative Firm will attend any audit or hearing held by a government agency or bureau
regarding compliance issues directly pertaining to administration services performed by Contract
Administrative Firm 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.
Business Associate Contract Provisions:
A. All definitions referred to in the Business Associate Contract Provisions of this Agreement shall have the
same meaning as those described in 45 CFR §§ 160.103, 164.103, 164.304, 164.402 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 (EPHI):
(i) 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.
(ii) 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.
(iii) 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.
(iv) Business Associate agrees to report to Covered Entity any use or disclosure of the Protected
Health Information not provided for by this Agreement for which it becomes aware.
(v) Business Associate agrees to ensure that any agent, including a subcontractor, to whom it pro-
vides Protected Health Information received from, 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.
(vi) 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.
(vii) Business Associate agrees to document such disclosures of Protected Health Information and in-
formation 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.
(viii) 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.
(ix) 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.
(x) 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.
(xi) Business Associate agrees to ensure that any agent, including a subcontractor, to whom it
provides Electronic Protected Health Information ('ePHI") received from, or created or received
by Business Associate on behalf of, Covered Entity agrees to implement appropriate safeguards
to protect the ePHI.
(xii) 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. In such instances, Business Associate shall identify: the date of the security
incident, the scope of the security incident, the Business Associate's response to the security
incident and the identification of the party responsible for causing the security incident, if known.
(xiii) 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 Protected Health Information to the extent such information is available to Business
Associate. Business Associate reserves the right to provide such information on a monthly basis
as an aggregate number.
(xiv) 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. Obligations and Activities of Business Associate in accordance with Section 13402(b) of the Health
Information Technology for Economic and Clinical Health Act of 2009 (the "HITECH Act"), and interim
final regulations thereunder, as such provisions may be amended from time to time or finalized.
(i) Business Associate will notify Covered Entity of any breach of unsecured PHI pertaining to
participants or dependents/beneficiaries in Covered Entity's Plan, occurring on or after
September 23, 2009, to the extent such breach becomes known to Business Associate or would
have become known to Business Associate through the exercise of reasonable diligence.
Business Associate will notify Covered Entity without unreasonable delay and in no case later
than 60 days following the discovery of the breach. "Business Associate" for this limited purpose
shall include Business Associate's owners, officers, employees, and independent contractors,
with the exclusion of any individual responsible for the breach.
(ii) Business Associate will include such notification, to the extent possible, the identification of each
individual whose unsecured PHI has been, or is reasonably believed to have been accessed,
acquired, used or disclosed during the breach.
(iii) Business Associate will include in such notification any other available information that the
Covered Entity is required to include in its notification to the individual pursuant to 45 Code of
Federal Regulations § 164.404(c), promptly upon such information becoming available to
Business Associate.
(iv) For purpose of this section, "breach" is as defined at 45 Code of Federal Regulations § 164,402
including the exclusion set forth at §164.402(2).
(v) For purpose of this section, "unsecured PHI" is as defined at 45 Code of Federal Regulations
§164.402.
D. Obligations and Activities of Business Associate in accordance with Section 1798.29 of California Civil
Code
Except to the extent its obligation to do so is preempted by the provisions of the Health Insurance
Portability and Accountability Act of 1996 ("HIPPA"), including provisions of the HITECH Act, Business
Associate shall notify Covered Entity of any breach of unencrypted data owned or licensed by Covered
Entity, and maintained by Business Associate. "Breach" for these purposes means acquisition of
unencrypted data by an unauthorized person, or the reasonable belief of such acquisition, that
compromises the security, confidentiality, or integrity or personal information consisting of medical or
insurance information pertaining to California residents, subject however to the good faith exception set
forth in Civil Code § 1798.29 (d)
E. Permitted Use and Disclosures by Business Associate
Except as otherwise limited in this Agreement, Business Associate may use of disclose Protected
Health Information to perform its functions, activities, or services for, or on behalf of, Covered Entity as
specified in this Agreement, provided that such use or disclosure would not violate the Privacy Rule if
done by Covered Entity.
3. The Contract Administrative Firm is willing to perform the services described in this Agreement, provided that
Contract Administrative Firm shall not assume the responsibilities of the Plan Administrator/Plan Sponsor under
the Plan, and provided that Contract Administrative Firm shall not constitute or be deemed or construed to
constitute the "Plan Administrator" of the Plan as such term is defined in the Plan and within the meaning of
ERISA Section 3(16). The Contract Administrative Firm will use reasonable care and due diligence in the
performance of its responsibilities hereunder. In addition, except as expressly set forth herein, the Contract
Administrative Firm shall not be a "fiduciary" of the Plan as such term is defined in ERISA Section 3(21). Plan
Administrator/Plan Sponsor agrees that this responsibility is, and remains, that of the Plan Administrator/Plan
Sponsor.
4. In accordance with the terms and conditions of this Agreement, the Plan Administrator/Plan Sponsor agrees to
the following:
A. The Plan Administrator/Plan Sponsor desires to engage the Contract Administrative Firm to provide
professional services in accordance with this Agreement, and the Contract Administrative Firm desires to
accept such engagement.
B. The Plan Administrator/Plan Sponsor shall administer the Plan or appoint a person or committee to
administer the Plan (the "Plan Administrator").
C. The Plan Administrator/Plan Sponsor understands and acknowledges that Contract Administrative Firm is
responsible only for providing the services specifically allocated to the Contract Administrative Firm in this
Agreement.
D. If using a vendor for electronic enrollment for your group health benefits, the Plan Sponsor/Plan
Administrator shall remain ultimately responsible for the accuracy of the Flexible Benefit Plan elections
and all related records. The Plan Sponsor/Plan Administrator is responsible for capturing all electronic
enrollment data and transmitting it to the Contract Plan Administrator >I ror to the appropriate effective
dates. The Plan Sponsor/Plan Administrator is responsible to review such reports and to provide
corrections as needed. The Contract Plan Administrator will continue to provide all reporting as outlined
in this Agreement.
E. The Plan Administrator/Plan Sponsor agrees to have the specimen Plan Documents provided by the
Contract Administrative Firm reviewed and approved by the Plan Sponsor's legal counsel. Upon this
review, the Plan Administrator/Plan Sponsor agrees to supply the executed Plan Documents for review
by participants upon request within a reasonable amount of time. In addition, the Plan
Administrator/Plan Sponsor agrees to provide a Summary Plan Description to each participant upon
enrollment in the Plan and to communicate any changes which may be made to the Plan and/or the
Summary Plan Description accordingly.
F. The Plan Administrator/Plan Sponsor shall establish a zero -balance Flexible Benefit Plan checking
account or make other arrangements with such employer in order for the Contract Administrative Firm to
process claims for reimbursement under the Plan (See Exhibit C).
G. The Plan Administrator/Plan Sponsor shall report all participant terminations and all qualifying change in
status events in a written format, including all requested information, to the Contract Administrative Firm
prior to the first affected payroll date. Should this information not be provided in a complete or timely
manner, the Plan Administrator/Plan Sponsor agrees to pay any resulting administrative fees which may
be incurred in order to process retroactive adjustments to payroll contributions or reimbursement claims
processed in error.
H. The Plan Administrator/Plan Sponsor shall provide the Contract Administrative Firm, confirmation of
redirections into the Flexible Benefit Plan, based on reports provided by the Contract Plan Administrative
Firm, in a timely manner, thus allowing the Contract Administrative Firm to post contributions for the
purpose of processing reimbursements. Should this information not be received in a complete and timely
manner, the Plan Administrator/Plan Sponsor agrees to pay any resulting administrative fees required to
process any retroactive changes, as fees for this service are not covered under this Agreement.
The Plan Administrator/Plan Sponsor agrees to provide to the Contract Administrative Firm, upon each
open enrollment period and with each new enrollment in the Plan, all required data to perform IRS -
required 125 Plan Non-discrimination Testing. The Plan Administrator/Plan Sponsor agrees to report any
changes to the Contract Administrator, which may affect the qualification of the Plan for meeting Non-
discrimination requirements. In addition, the Plan Administrator/Plan Sponsor agrees to initiate any
action required in the event the Plan is reported as discriminatory.
The Plan Administrator/Plan Sponsor shall retain documentation relating to Plan operations that may be
requested in an IRS or Department of Labor audit of Plan operations - including, but not limited to: Non-
discrimination testing information, executed copies of the Plan, Salary Redirection Agreements
("Enrollment Forms"), Plan Amendments, Resolutions adopting the Plan, and Form 5500s, (if applicable),
for seven years after the close of each Plan Year.
K. The Plan Administrator/Plan Sponsor shall ensure that only common law employees participate in the
Plan [employees of companies described in IRC Section 414 (b), (c) or (m) and listed in the Plan as
participating affiliates may also participate] and to ensure that the terms of its Plan Document are
properly enforced.
L. The Plan Administrator/Plan Sponsor shall provide all requested information on a timely basis for Igoe
Administrative Services to file an annual Form 5500 Return, if applicable, for the cafeteria plan within
seven months following the close of each plan year. In addition, the Plan Sponsor may be required to
provide requested information in order for Igoe Administrative Services to file Form 5500Annual Returns
for the component benefit plans offered through the cafeteria plan, (component benefit plans would be a
multiple plan including Premium Conversion Plans, Dependent Care FSA and/or Medical FSA).
M. The Plan Administrator/Plan Sponsor shall provide the required information on a timely basis in order for
Igoe Administrative Services to perform Non-discrimination testing required by the Internal Revenue
Code for 125 Plan(s) (including, but not limited to: ensuring that a non-discriminatory classification of
employees is eligible for the plan, that contributions and benefits do not discriminate in favor of highly
compensated employees, and that no more than 25% of the total pre-tax benefits is received by officers
and owners). Additional information may be required in order for Igoe Administrative Services to conduct
Non-discrimination testing for the component benefits offered through the cafeteria plan (including
insurance and flexible spending account benefits). Igoe Administrative Services will perform Non-
discrimination testing shortly after enrollment.
N. At each month -end the Contract Administrative Firm will submit a statement showing the amount of fees
for that month pursuant to Exhibit A. The Plan Administrator/Plan Sponsor will pay the Contract
Administrative Firm the full amount within 10 days. Payments will be considered late after 30 days. If
payment is not made within 30 days, the Contract Administrative firm reserves the right to suspend future
services. To reinstate services, the Plan Administrator/Plan Sponsor must agree to pay the Contract Plan
Administrative Firm via ACH for all future administrative fees, including any applicable reinstatement fees
of $250.00. The Contract Plan Administrative Firm reserves the right to decline to reinstate services.
0. (If Applicable) — If a Flex Plan participant uses his/her Flex benefits card for a transaction that falls
outside of the benefits card parameters set forth by the IRS, a request for substantiation will be sent
automatically via e-mail. If no response is received within 14 days a second electronic letter will be sent.
If no response is received within 7 days, the benefits card may be deactivated and the expense deemed
ineligible.
Once a card is deactivated, the participant will no longer have the ability to use their card until he/she
provides resolution through one of the following methods:
• Provide receipts as substantiation to Igoe Administrative Services along with a copy of the letter
he/she received. Upon receipt, the transaction will be approved therefore reactivating the benefits
card.
• Refund the Flexible Benefit Plan equal to the amount of the transaction via either a payroll deduction
or a personal check. Upon notification from the employer that the refund is complete, the transaction
will be reversed therefore reactivating the benefits card (if applicable).
• The employer may add the amount of the ineligible transaction to the employee's W-2 as taxable
income. Upon notification from the employer that this action is being taken, the transaction will be
approved therefore reactivating the benefits card.
5. Obligations of Covered Entity in accordance with HIPAA regulations regarding Protected Health Information
(PHI):
A. 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.
B. 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.
6. Plan Administrator/Plan Sponsor acknowledges that they have read this Agreement in its entirety and Plan
Administrator/Plan Sponsor acknowledges that it has been advised to consult with, and has consulted as it deems
necessary, its own attorney with respect to the matters herein, and acknowledges that Contract Administrative
Firm is not providing any tax or legal advice as a result of its professional services under this Agreement. In
addition, the Plan Administrator/Plan Sponsor agrees to the fees outlined in Exhibit A and Exhibit B of this
Agreement. Failure to pay fees when due may result in termination of this Agreement. The Administrative Fee
Schedule, which is attached to this Agreement as Exhibit A, is made a part hereof as of the effective date of this
Agreement,
7. 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.
8. Should Plan Administrator/Plan Sponsor, 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 filing forward
shall be terminated immediately.
9. Plan Administrator/Plan Sponsor agrees to accurately complete an administrative instruction/summary form, as
supplied by the Contract Administrative Firm, upon implementation or renewal of the Plan. Plan
Administrator/Plan Sponsor agrees that these forms will provide the basis of the Contract Administrative Firm's
administrative actions under this Agreement. Further, Plan Administrator/Plan Sponsor agrees that any changes
to the information supplied on these forms may only be made in writing and are only effective when
acknowledged by the Contract Administrative Firm in writing. Additional fees may be incurred for any retroactive
changes made after the Plan Administrator/Plan Sponsor has agreed to the administration design in writing or for
any changes which may be requested mid -year (after the open enrollment period).
10. Term and Termination.
A. Term, This Agreement shall govern the contract period beginning January 1, 2010 and ending
December 31, 2010, unless terminated earlier by either party at any given time upon thirty (30) days
written notice.
B. The Term of this Agreement shall be effective as of the date of the signature on this Agreement, and, with
respect to HIPAA Privacy Rules, this Agreement 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 extended to such information, in
accordance with the termination provisions in this Section.
C. Termination for Cause. With respect to HIPAA Privacy Rules, 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.
D. Effect of Termination.
i. Except as provided for above with respect to HIPAA Privacy Rules, upon termination of this
Agreement, for any reason, Business Associate shall return or destroy all Protected Health
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. For purposes of this section, "destruction" of
unsecured PHI shall comply with guidelines published on April 27, 2009 by the Department of
Health and Human Services, as modified by the Department in the preamble to interim final
regulations on breach notification for unsecured PHI (74 Federal Register 162 (August 24, 2009),
pp. 42741-42743.
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.
11. Miscellaneous.
A. Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the
State of California.
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. Amendment, In regard to Protected Health Information (PHI), 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.
D. Binding Nature of Agreement. This Agreement is binding upon signature by both parties and shall inure
to the benefit of the heirs, executors, successors and assignors of the parties hereto.
E. Complete Agreement. This Agreement and all accompanying Exhibits constitute 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.
Confidentiality. The Contract Administrative Firm will maintain the confidentiality of all records and
information obtained in conjunction with the services to be performed hereunder in accordance with
HIPAA Privacy regulations. The information therein shall not be divulged or disclosed or made available
to persons, other than the Plan Sponsor/Plan Administrator, without written approval by the Plan
Sponsor/Plan Administrator or a court of competent jurisdiction. This paragraph will survive the
termination or expiration of the Agreement.
G. 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. 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. Independent Contractor. The Contract Administrative Firm's relationship with Plan Administrator/Plan
Sponsor is that of independent contractor and nothing in this Agreement shall be construed as creating
the relationship of employer or employee between the Plan Administrator/Plan Sponsor and officers,
employees, or agents of the Contract Administrative Firm or the relationship of a partnership or joint
venture between the parties, as outlined in Section 4 of this Agreement.
Interpretation. In regard to Protected Health Information (PHI), any ambiguity in this Agreement shall be
resolved in favor of a meaning that permits Covered Entity to comply with the Privacy Rule.
Modifications. This Agreement may not be modified or amended except by means of written modification
or amendment of this Agreement or their legal successors in interest.
K. Regulatory References. All references 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 under the Health Insurance
Portability and Accountability Act, Public Law 104-191.
L. Survival. The respective rights and obligations of Business Associate under HIPAA Privacy Rules, as
outlined in this Agreement, shall survive the termination or expiration of this Agreement.
M. 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.
12. Indemnification of the Contract Administrative Firm ("Business Associate") and the Plan Administrator/Plan
Sponsor ("Covered Entity")
Contract Administrative Firm/Business Associate shall indemnify, defend and hold harmless Plan
Administrator/Plan Sponsor, 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 Contract Administrative
Firm's/Business Associate's performance of or failure to perform this Agreement, including, without limitation,
Claims resulting from or arising out of acts or omissions by Contract Administrative Firm/Business Associate, its
employees, officers, directors, agents, or other individuals who provide services under this Agreement.
Plan Administrator/Plan Sponsor shall indemnify, defend and hold harmless Contract Administrative
Firm/Business Associate, its affiliates directors, officers and employees or any of them from any claim, expense,
loss, damage, settlement, judgment penalty and liability including reasonable attorney's fees and court costs
(individually and collectively, "Claims") resulting in any way from or arising out of Plan Administrator's/Plan
Sponsor's performance of or failure to perform this Agreement, including, without limitation, Claims resulting from
or arising out of acts or omissions by Plan Administrator/Plan Sponsor, its employees officers, directors, or
agents.
Notwithstanding the above, each par6ty shall bear its own costs and expenses required to comply with notification
duties resulting from a breach of unsecured PHI as set forth in 45 Code Federal Regulations §§164.404,164.406,
and 164.408, with regard to Covered Entity, and as set forth in 45 Code of Federal Regulations §164.410, with
regard to Business Associate, and under comparable California law.
The Parties to the agreement consent and agree to all of the provisions and by their signature cause this
Agreement to become effective as of the date of signature. Remittance of and acceptance of payment for
services hereby binds both parties to this agreement.
City of Vernon Amended and Restated Flexible Benefit Plan
("Covered Entity")
AND
wm---X XXXXXXXXXXXXXXXXXXXXX
YAP=XXXXXXXXXXXXXXXXXXXXXXX
ATTEST:
Plan Sponsor/Plan Administrator:
City of Vernon
MANUELA GIRON, CI Y CLERK
yi�ILL W
C RISK MANAGER
DATE Date: 1 -I--
Contract Administrative Firm
("Business Associate")
rNO
EXHIBIT A: ADMINISTRATIVE FEE SCHEDULE
City of Vernon
RATES EFFECTIVE January 1, 2010
MONTHLY ADMINISTRATIVE CHARGES - Flexible Spending Accounts
Monthly Administration Fee: $5.00 per participant per month*
*If current plan year covers 40 or fewer active participants, a minimum fee of $200
will be charged
ADMINISTRATIVE SERVICES PROVIDED
Actual Postage Expenses
INCLUDED
Multiple Payroll Cycles
INCLUDED
For example; weekly & bi-weekly, monthly & weekly, etc.
FSA Benefits Card Administration
INCLUDED
Fee includes ongoing administration of the FSA benefits MasterCard and all applicable reporting.
Set-up fee may be charged if benefits MasterCard is not current offered. See Optional Services.
Flex Benefits Card Reactivation (if applicable)
INCLUDED
A Flex Benefits Card may become de -activated if an employee does not comply with Flex
Benefits Card requirements.
Flex Benefits Card Replacement (if applicable)
INCLUDED
Applies when a Flex Benefits Card is lost or stolen & client requests replacement card
Electronic Enrollment Confirmation
INCLUDED
Igoe Administrative Services will send an enrollment confirmation at the start of the plan year to all plan
participants that provide an e-mail address.
Electronic Plan Year End Reminder Notification
INCLUDED
Igoe Administrative Services will send a reminder notification including run out deadlines to all plan
participants that provide an e-mail address.
Plan Year End Run Out Period Processing
ALL ACTIVE PARTICIPANTS WITH POSITIVE BALANCES DURING THE
Igoe Administrative Services will process Run Out Period reimbursement submittals on a set
RUN -OUT PERIOD WILL BE CHARGED ACCORDING TO THE ABOVE
FEE SCHEDULE. PARTICIPATION BELOW THE MINIMUM
administrative Schedule.
REQUIREMENT WILL BE WAIVED.
2.5 Month Grace Period Processing
ALL ACTIVE PARTICIPANTS WITH POSITIVE BALANCES DURING THE
Igoe Administrative Services will process the u to 2.5 Month Grace Period (formerlyknown
9 P p
2.5 MONTH GRACE PERIOD WILL BE CHARGED ACCORDING TO
THE ABOVE FEE SCHEDULE. PARTICIPATION BELOW THE MINIMUM
as the Extension Period) reimbursement submittals on a set administrative schedule,
REQUIREMENT WILL BE WAIVED.
Transportation & Parking Account Administration
A MONTHLY SERVICE CHARGE OF $75.00 WILL APPLY FOR THE
MAINTENANCE OF THE TRANSPORTATION BENEFIT
THE PER PARTICIPANT FEE WILL BE CHARGED FOR ALL
TRANSPORTATION FRINGE BENEFIT PARTICIPANTS THAT DO NOT
HAVE AN EXISTING FSA ELECTION
Limited Purpose FSA Administration
A MONTHLY SERVICE CHARGE OF $75.00 WILL APPLY FOR THE
MAINTENANCE OF THE LPFSA BENEFIT
THE PER PARTICIPANT FEE WILL BE CHARGED FOR ALL LPFSA
PARTICIPANTS THAT DO NOT HAVE AN EXISTING FSA ELECTION
HRA Administration
A MONTHLY SERVICE CHARGE OF $50.00 WILL APPLY FOR THE
MAINTENANCE OF THE HRA BENEFIT
THE PER PARTICIPANT FEE WILL BE CHARGED FOR ALL HRA
PARTICIPANTS THAT DO NOT HAVE AN EXISTING FSA ELECTION
Non -Discrimination Testing (725 Plans)
INCLUDED
Applies to initial testing following Open Enrollment. Additional fees may apply for retesting
mid plan year (see below Option Services)
ANNUAL RE -ENROLLMENT FEE
Provided Igoe Administrative Services and the client mutually accept future services; Igoe Administrative Services reserves the right to charge an
Annual Enrollment Fee. The client will be provided with a proposal of fees for the new Plan Year no later than 60 days before the end of the
current Plan Year. All fees for services must be paid in full prior to the preparation of any renewal materials. Included services are:
♦ Load -on of all new enrollments and building of new database for each Plan Year
♦ Add new participants after initial set up of Plan
♦ Preparation of new master enrollment materials
♦ Modifications to specimen plan document and SPD (if applicable)
♦ Initial plan year Non-discrimination testing
The minimum monthly fee will apply when a client chooses not to renew for the next Plan Year and requests Igoe Administrative Services to
administer the Plan Year Run Out Period for the ending Plan Year.
OPTIONAL ADMINISTRATIVE FEES
The following services are not included in the administration fees. The client will incur additional fees when these
services are required or requested.
Any services not explicitly outlined in this Agreement may require additional fees. Optional services may include, but are not limited to, Specialized
Reporting, Additional Services, Information Systems Programming or Consultation, Fees for these services will be determined based on the time
required to complete said service and will be agreed to by both parties prior to performance of such services.
Special Check Run
$25.00
Checks produced on non-scheduled processing day. Additional fees will apply when client requests
PER SPECIAL RUN
replacement check be generated prior to next scheduled processing day
Flex Benefits Card Set -Up
$100.00
One-time fee assessed when client implements the Flex Benefits Card.
Direct Deposit Set -Up
$100.00
One-time fee assessed when client implements the direct deposit reimbursement option.
Flex Plan Document Amendments/Restatements
$150.00
Applies when a Plan Document Amendment is necessary to keep your Plan in compliance and for
changes made to specimen documents outside of the FSA renewal period.
WebEx
ADDITIONAL FEES MAY APPLY, PLEASE
Professionally trained Igoe staff members are available by appointment to conduct a live, interactive
CONTACT YOUR ACCOUNT MANAGEMENT
enrollment/client education/ or participant education meeting via the internet. The length of the call
TEAM TO OBTAIN A QUOTE
and the number of connections included determine the fees for this service.
EXHIBIT B
EXHIBIT B: ADMINISTRATIVE SERVICES
ON -GOING ADMINISTRATIVE SERVICES
The following services are included in the administration fees.
Mew Online Employer Access To Documents and Reports
The Mew site allows you to view all customized forms, reports and documentation regarding your Flex Plan. Access to
this site will be restricted by 128-bit encrypted super -certificate from Thawte to ensure the strongest possible online
security. Your Account Management Team will provide a demonstration of this site upon implementation.
24-Hour On -Line Participant Account Information
Participants are given online access with abilities to check account balance and transaction information via the Igoe
Administrative Services web site at www.goigoe.com. Upon enrollment for each new Plan year, all website login
information will be provided to you for distribution.
Participant Services
Igoe Administrative Services Participant Services Department is comprised of a team of qualified personnel available to
assist Participants by answering questions and resolving issues that may arise during the Open Enrollment Period and
throughout the Plan Year. The Participant Services Team is trained to respond to Participant issues such as: account
balance inquiries; contributions, reimbursements, requests posted to Participant accounts; questions on denied requests
for which a Participant has received a letter; education regarding eligibility of expenses; confirmation of processing
deadlines or reimbursement methods; and IRS Guidelines and Section 125 regulations. Live phone operators are
available Monday — Friday from 8 am to 5 pm PST (excludes holidays).
Annual Non-discrimination Testing (When Required for 125 Plans)
Non-discrimination Testing will begin upon receipt of participant Enrollment Forms, elections and required IRS Non-
discrimination information. Three separate tests will be conducted following each Open Enrollment Period to ensure that
your Plan is in compliance with IRS Non-discrimination requirements, as follows:
♦ 25% Concentration Test: Testing is required to confirm that no more than 25% of the total benefit is
contributed by key employees.
♦ 55% Average Benefit Test: Testing is required to confirm that more than 55% of the average DCAP benefit
is contributed by non -highly compensated employees.
♦ 5% Owner Benefits Test: Testing is required to confirm that no more than 25% of the total DCAP benefit is
contributed by 5% owners of the firm.
Standard Reporting Services
♦ Provide reimbursement register or reimbursement report to coincide with processing schedule
♦ Provide monthly management report
♦ Provide annual IRS Form 5500 Reporting, if applicable
Ongoing Education
Through the Igoe Administrative Services web site: www.goi off, Administrators, Participants and those interested
may access:
♦ Rules and Regulations governing IRS Section 125 Flexible Benefit Plans
♦ Updated publications provided by the Internal Revenue Services (IRS)
♦ Links to the Internal Revenue Service (IRS)
♦ Frequently asked Questions with Answers
In addition, the viewer may download, free of charge:
♦ Medical Care Reimbursement Plan Worksheets
♦ Dependent Care Assistance Plan Worksheets
♦ Medical Reimbursement/Dependent Care Assistance Plan Request Forms
♦ Dependent Care vs. Tax Credit Worksheet
♦ Sample Childcare Provider Receipt
Enrollment Materials
A Master set of Enrollment Materials are created by Igoe Administrative Services prior to each Open Enrollment Period
and forwarded to your firm via e-mail at no charge.
EXHIBIT C
EXHIBIT C: FUNDING REQUIREMENTS
OPTION 1: MANUAL CHECKS FROM PLAN SPONSOR CHECKING ACCOUNT
The Plan Administrator/Plan Sponsor shall establish a zero -balance Flexible Benefit Plan checking account and
authorize Michael C. Igoe as a signer. If Plan Administrator/Plan Sponsor does not want to add Michael C. Igoe
as a signer on said account, unsigned checks will be provided directly to the Plan Administrator/Plan Sponsor
for signature and distribution.
OPTION 2: MANUAL CHECKS FROM PLAN SPONSOR CHECKING ACCOUNT PLUS DIRECT DEPOSIT
The Plan Administrator/Plan Sponsor shall establish an account using the instructions listed under option 1.
The Plan Administrator/Plan Sponsor shall provide a bank contact for Igoe to establish the protocol for Direct
Deposit ACH file formatting and ongoing secure file delivery. A $150.00 implementation fee will apply. Igoe
recommends that the Plan Sponsor/Plan Administrator establish any ongoing fees that may be assessed by
your financial institution prior to contracting this reimbursement method.
OPTION 3: REIMBURSEMENT THROUGH PAYROLL REIMBURSEMENT
The Plan Sponsor/Plan Administrator will maintain all FSA related funds. Igoe Administrative Services will
provide notification directly to the Plan Sponsor/Plan Administrator of all reimbursements to be included on the
Plan Sponsor/Plan Administrator's next scheduled pay date.
BENEFITS CARDS: POINT OF SALE REIMBURSEMENT THROUGH A FLEXIBLE SPENDING BENEFITS
CARD
Plan Sponsor/Plan Administrator will provide ACH abilities to Metavante/Medibank for the funding of benefit
card transactions only. This option can be paired with any of the above for non -benefits card transactions.
ACH Debit Authorization Agreement
(Payment of Administrative Fees Only)
Please Type or Print Clearly
Client Name (For which debit is referencing):
Debtor Information
Company Name:
Taxpayer Identification Number (TIN):
Company Contact Name for Remittance Only:
Company Contact Telephone Number:
Company Fax Number:
Company Contact e-mail Address:
Igoe Administrative Services authorization number: 2953391660
The above hereby authorizes Igoe Administrative Services to debit payments from the account specified below. Acknowledgement is made that the origination of
ACH transactions to the accounts specified below must comply with the provisions of U.S. law.
Bank Name:
Bank Address:
Bank Routing Number (ABA):
Bank Account #:
digit number)
Checking ❑ Saving ❑
This authorization and direction will be in effect until Igoe Administrative Services is notified in writing of a change or termination of your financial institution and/or
bank account. ACH debit will begin with the next invoice that is issued after this form has been returned to the Igoe Administrative Services Accounting
Department if accurate account and bank transit information has been provided.
Authorized Contact (Please print) Job Title
Authorized Signature Date
CITY ATTORNEY'S OFFICE
MEMORANDUM
TO: Donal O'Callaghan, City Administrator
FROM: Katrina C. Gonzales, Assistant City Attorney
CC: Laurence S. Wiener, City Attorney
Gena M. Stinnett, Assistant City Attorney
Willard G. Yamaguchi, Risk Manager
DATE: December 14, 2009
SUBJECT: Igoe Adminstrative Services Agreements — Approved as to Form
The City Attorney's office has reviewed the agreements between the City and Igoe
Administrative Services for its COBRA and flexible spending plans and has approved them as
to form.
12720-0008\1193293v1.doc
ADMINISTRATIVE SERVICES
COBRA ADMINISTRATIVE SERVICES AGREEMENT
This Agreement is entered into effective as of January 1, 2010 (The Effective Date), 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 it 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 and that all terms and conditions contained within are in full
force and are not negotiable:
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. The terms Administrative and Clerical Functions to be performed by Igoe
Administrative Services are defined as:
(1) Sending of notices to qualified beneficiaries (QBs) 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) notificati n 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 QBs regarding COBRA coverage.
(3) Collecting Premiums monthly from each QB.
(4) Reporting Premiums to Client and remitting premiums received minus
all applicable administrative fees each month to Client or Client's
designee.
(5) Reporting enrollees to Client (courtesy copy sent to insurance
carriers).
(6) Reporting terminations to Client.
(7) Sending DOL Notices (General Rights/New Hire 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 QB 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 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.
b. The Administrative and Clerical functions do not include the amending and
republishing of the Client's plan document or booklets.
C. Igoe Administrative Services will provide COBRA Administrative forms as
applicable 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.
d. 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 Igoe's online
system or download the QB COBRA Qualifying Event information to Igoe
Administrative Services within 30 days of the qualifying event or loss of
coverage date (whichever is later), 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 Administrative Services within 30
days of the date it is notified of such event.
e. Igoe Administrative Services agrees to comply with ongoing COBRA notice
requirements within fourteen (14) calendar days of receiving a Qualifying
Event/Special Rights information.
f. 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 (15th) of the
month, following a premium reporting month, which details premiums
billed and collected.
(3) Forwarding to Client, on or about the fifteenth (15th) 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.
g. 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.
h. Igoe Administrative Services will advise Client of all law or regulation changes
affecting COBRA and will, by the required effective date, fully comply.
i. (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. A fee of $250.00 must be paid in full for
services to be reinstated. If payment is not received thirty (30) days
following the suspension of services, Igoe Administrative Services will
terminate this Agreement in accordance with section 4(e), below.
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.
(2) 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 Administrative Services reserves the
right to require Client to pay all monthly administrative fees, including
the Qualified Beneficiary Fee (" QB" Fee), as indicated in Exhibit A, in
advance of the performance of work set forth in the contract.
(3) 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.
j. 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.
k. Client agrees to accurately complete all necessary and pertinent data fields
and forward such data to Igoe via Igoe's online services or other approved
electronic data feed format. In the plan takeover process client may, with the
approval of Igoe, forward certain required data in paper format. Further, Client
agrees that the provision of this data will provide the basis of Igoe
Administrative Services Administrative actions under this Agreement.
Changes to any data received may only be made in writing and are only
effective when acknowledged by Igoe Administrative Services in writing.
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. 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, 164.402, and
164.501. As used below "Business Associate" refers to Igoe Administrative
Services and "Covered Entity' to Client.
b. Obligations and Activities of Business Associate in accordance with HIPAA
regulations regarding Protected Health Information (PHI) and Electronic
Protected Health Information (EPHI):
(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.
(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
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. Obligations and Activities of Business Associate in accordance with Section
13402(b) of the Health Information Technology for Economic and Clinical Health
Act of 2009 (the "HITECH Act"), and interim final regulations thereunder, as such
provisions may be amended from time to time or finalized:
(1) Business Associate will notify Covered Entity of any breach of
unsecured PHI pertaining to participants or dependents/beneficiaries
in Covered Entity's Plan occurring on or after September 23, 2009, to
the extent such breach becomes known to Business Associate or
would have become known to Business Associate through the
exercise of reasonable diligence. Business Associate will notify
Covered Entity without unreasonable delay and in no case later than
60 days following the discovery of a breach. "Business Associate" for
this limited purpose shall include Business Associate's owners,
officers, employees, and independent contractors, with the exclusion
of any individual responsible for a breach.
(2) Business Associate will include in such notification, to the extent
possible, the identification of each individual whose unsecured PHI
has been, or is reasonably believed to have been, accessed, acquired,
used or disclosed during the breach.
(3) Business Associate will include in such notification any other
available information that the Covered Entity is required to include in
its notification to the individual pursuant to 45 Code of Federal
Regulations § 164.404(c), promptly upon such information becoming
available to Business Associate.
(4) For purposes of this section, "breach"" is as defined at 45 Code of
Federal Regulations §164.402 including the exclusions set forth at
§164.402(2).
(5) For purposes of this section, "unsecured PHI" is as defined at 45 Code
of Federal Regulations §164.402.
d. Obligations and Activities of Business Associate in accordance with Section
1798.82 of the California Civil Code
Except to the extent its obligation to do so is preempted by the provisions of
the Health Insurance Portability and Accountability Act of 1996 ("HIPAV),
including provisions of the HITECH Act, Business Associate shall notify
Covered Entity of any breach of unencrypted data owned or licensed by
Covered Entity, and maintained by Business Associate. "Breach" for these
purposes means acquisition of unencrypted data by an unauthorized person,
or the reasonable belief of such acquisition, that compromises the security,
confidentiality, or integrity of personal -information consisting of medical or
insurance information pertaining to California residents, subject however to
the good faith exception set forth in Civil Code § 1798.82(d).
e. 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.
f. 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.
g. 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.
4. Term and Termination
a. Term. The term of this Agreement shall be a period of twelve (12) months
beginning on the Effective Date above written, subject to either party's right to
earlier termination as described herein. If not renewed as described in (b) below
this Agreement shall terminate on the one year anniversary of the Effective Date.
b. Renewal. The parties may renew the term of this Agreement for an additional
year upon the one-year anniversary of the Effective Date. If Client or Igoe
Administrative Services does not desire to renew, the non -renewing party must
give the other 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
that will apply upon renewal at least sixty (60) days prior to the expiration of this
Agreement.
c. Early Termination by Client Without Cause. If at any time the client wishes to
terminate the COBRA services without cause, a sixty (60) day written notice must
be given to Igoe Administrative 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.
d. Early Termination by Client With Cause. Upon Client's knowledge of a material
breach by Igoe Administrative Services of its duties under this Agreement, above,
Client shall either: (i) provide an opportunity for Igoe Administrative
Services to cure the breach or end the violation or, if Igoe Administrative Services
does not cure the breach or end the violation within the time specified by Client,
terminate this Agreement and the Business Associate Agreement provisions
thereof; or (ii) immediately terminate this Agreement and the Business
Associate Agreement provisions thereof if Igoe Administrative Services has
breached a material term of this Agreement and cure is not possible.
e. Early Termination by Igoe Administrative Services. If Igoe Administrative Services
suspends services for nonpayment in accordance with section 2(i)(1), above, and
payment is not received thirty (30) days following the suspension of services,
Igoe Administrative Services will terminate this Agreement effective immediately.
f. Effect of Termination on HIPAA Responsibilities. As used below "Business
Associate" refers to Igoe Administrative Services and "Covered Entity' to Client.
(1) 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 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. For
purposes of this section, "destruction" of unsecured PHI shall comply with
guidelines published on April 27, 2009 by the Department of Health and
Human Services, as modified by the Department in the preamble to
interim final regulations on breach notification for unsecured PHI (74
Federal Register 162 (August 24, 2009), pp. 42741-42743.
(2) 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.
(3) Term. The Term of the Business Associate Contract Provisions 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 extended to such information, in accordance with the
termination provisions in this Section.
g. Venue in the Event of Legal Dispute. 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.
5. 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.
Notwithstanding the above, each party shall bear its own costs and expenses
required to comply with notification duties resulting from a breach of unsecured PHI
as set forth in 45 Code of Federal Regulations §§ 164.404, 164. 406, and 164.408,
with regard to Covered Entity, and as set forth in 45 Code of Federal Regulations §
164.410, with regard to Business Associate, and under comparable California law.
6. Miscellaneous.
a. Applicable Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of California.
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.
g. 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.
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. The Parties agree to
take such action 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.
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.
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.
M. Survival. The respective rights and obligations of Business Associate under
Section 3(b), 3(c) and 3(d) of this Agreement shall survive the termination of
this Agreement.
n. Interpretation. Any ambiguity in this Agreement shall be resolved in favor of
a meaning that permits Covered Entity to comply with the Privacy Rule.
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:
ATTEST:
Name:
Title:
MANUELA GIRON, CITY CLERK
Company: City of Vernon
Date:
DATE
Igoe Administrative Services / Business Associate:
By:
Company: Igoe Administrative Services
Date: December 18, 2009
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:
kweBy:
Name: WIL G. YAMAGUCHI
Title: RISK MANAGER
Company: City of Vernon
Date: DECEMBER 21, 2009
Igoe Administrative Services / Business Associate:
By:
Michael . Igo
President/CEO
Company: Igoe Administrative Services
Date: December 18, 2009
ATTEST:
c
MANUELA GIRON, C TY CLERK
(1��
DATE
EXHIBIT A
EXHIBIT A - City of Vernon
COBRA Administration Fees try Twelve (12) Months Fee Guarantee
,�- --
These fees are only applicable for CobrOCOnnOct or COBRA Download Services t�1
These fees do not apply to Clients with Cal Choice as their insurance carrier. If 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
Base Monthly Fee Per PQB Fee
75 25
(1) Igoe Administrative Services will retain a 2% premium fee for each PQB 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 'PQB 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 by 20% or more,
Igoe Administrative Services Reserves the right to reassess the base monthly.fee.
ADDITIONAL FEES:
Renewal/Open Enrollment Fees*: One half (r/z) of the initial PQB Fee per OB and family
These services include entering of new/changed benefits plans and rates; mailing letters to COBRA participants illustrating
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
Premium Remittance to Multiple Locations: $20 per division per month
Information Systems Programming/Consultation 1$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
("POB" Fee), as indicated in this Exhibit A, in advance of the performance of work set forth in the contract.
►_-SEC 3 0 Z009 Staff Report
OIIYCLERKSOMGI RISK MANAGEMENT DEPARTMENT
DATE: December 30, 2009 \u'-1
Avg
TO: Honorable Mayor and City Council
FROM: Willard
G. Yamaguchi, Risk Manager
l?�
RE: Igoe Administrative Services
COBRA and Flex Spending Plan Agreements
Igoe Administrative Services provides administrative and clerical functions related to the
City's compliance with health care continuation under the Consolidated Omnibus
Budget Reconciliation Act (COBRA) of 1985 and the Flexible Benefit Plan.
Attached are the agreements to be ratified. The COBRA agreement calls for $75 per
month administrative fees, plus additional costs for letters and notices to new hires and
terminations. For 2008-09, the City spent $3,512.50, which was unusually high due to
new federal regulations that required additional notices to be sent to spouses and
dependents. For the first half of the fiscal year, the City has spent $710.
The Flex Plan agreement value is $2,400.
Recommendation:
It is hereby recommended that the attached Igoe agreements be approved and ratified
for the City's administration of the COBRA and Flex Benefit Plans.
cc: Donal O'Callaghan
Inter Office Memorandum
RISK MANAGEMENT DEPARTMENT
DATE: December 30, 2009�n
kA
TO: Donal O'Callaghan, City Administrator f2w� t
FROM: Willard G. Yamaguchi, Risk Manager
RE: Igoe Administrative Services
COBRA and Flex Spending Plan Agreements
Igoe Administrative Services provides administrative and clerical functions related to the
City's compliance with health care continuation under the Consolidated Omnibus
Budget Reconciliation Act (COBRA) of 1985 and the Flexible Benefit Plan.
Attached are the agreements to be ratified. The COBRA agreement calls for $75 per
month administrative fees, plus additional costs for letters and notices to new hires and
terminations. For 2008-09, the City spent $3,512.50, which was unusually high due to
new federal regulations that required additional notices to be sent to spouses and
dependents. For the first half of the fiscal year, the City has spent $710.
The Flex Plan agreement value is $2,400.
Recommendation
It is hereby recommended that the attached Igoe agreements be approved and ratified
for the City's administration of the COBRA and Flex Benefit Plans.