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Resolution No. 2010-194RESOLUTION NO. 2010-194 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VERNON APPROVING AND AUTHORIZING THE EXECUTION OF A COBRA ADMINISTRATIVE SERVICE 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 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 has recommended that the COBRA Administrative Service Agreement with Igoe ("Agreement") setting forth the terms and conditions under which Igoe will perform the services be approved commencing January 1, 2011, and be reevaluated on an annual basis; and WHEREAS, the City Council desires to approve the Agreement and engage 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 Agreement 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 l: The City Council of the City of Vernon hereby finds and determines that the recitals contained hereinabove are true and correct. SECTION 2: The City Council of the City of Vernon hereby approves the Agreement with Igoe, a copy of which is attached hereto as Exhibit A. SECTION 3: The City Council of the City of Vernon hereby authorizes the Mayor or Mayor Pro-Tem to execute the Agreement for, and on behalf of, the City of Vernon and the City Clerk, or Deputy City Clerk, is hereby authorized to attest thereto. 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 and desirable for the purpose of implementing and carrying out the purpose of this Resolution and the transactions herein approved or authorized. SECTION 5: The City Council of the City of Vernon hereby directs the City Clerk, or the City Clerk's designee, to send a fully executed Agreement to Igoe. 2 SECTION 6: 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 20th day of December, 2010. Name: Hilario Gon7alps Title: Mayor / ayor Pro- em=- A EST: Wiglard G guc ', City Clerk 3 STATE OF CALIFORNIA ) ) ss COUNTY OF LOS ANGELES ) I, Willard G. Yamaguchi, City Clerk of the City of Vernon, do hereby certify that the foregoing Resolution, being Resolution No. 2010-194, 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, December 20, 2010, and thereafter was duly signed by the Mayor or Mayor Pro-Tem of the City of Vernon. Executed this 7'Y- day of December, 2010, at Vernon, California. (SEAL) Willa Ya a chi, City Clerk M COBRA ADMINISTRATIVE SERVICES AGREEMENT This Agreement is entered into effective as of January 1, 2011 (The EffectiVe"Ilato) 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 & 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) notification of conversion rights upon termination of group coverage when applicable; (d) notification of coverage of continuation rights for subsequent qualifying events; (e) notification of termination of COBRA continuation coverage for non- payment of premium or at the end of any COBRA continuation period; and (f) notice of unavailability of continuation coverage. (2) Communicating with 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). 11Paga Document Generated on September 1, 2010 (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 ,EvenVSpecial 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 1 P a g e Document Generated on September 1, 2010 (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. 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. Further, Igoe Administrative Services will provide courtesy notification to Client's insurer or administrator. It is Client's responsibility to verify that these additions and terminations were appropriately acted upon by Client's insurer or administrator. 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 1 P a g e ACIMIMSTRATIVE SERVICES Document Generated on September 1, 201Q (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. 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 4 1 P a g e I Document Generated on September 1, 2010 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 5 1 P a g e ,xnwiitii�runztc srresrc; Document Generated on September 1, 2010 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 61Page tR.hllf4l CRAT14•E yPi1744Cfr Document Generated on September 1, 2010 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. 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. This Agreement shall remain in place in perpetuity beginning on the effective date as defined above. Administrative Fees set forth in Exhibit A are subject to annual review by Contract Plan Administrative Firm. Igoe Administrative Services must give notice to Company regarding any change in fees at least sixty (60) days prior to the rate effective date defined in Exhibit A. -If Company or Igoe Administrative Services does not desire to renew, the terminating party must give the non -terminating party written notice sixty (60) days prior to the expiration of this Agreement of their intent not the renew said Agreement. b. 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 Clientwith a status report of each of the qualified beneficiaries who were subject to this 71Page . n0.41M,'15T11%.ltl'E- SfFiV7Ci":S Document Generated on September 1, 2010 Agreement, including all details necessary to transfer responsibility to the new administrator. c. 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. d. 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. e. 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 in 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 81Pacge NIMtn:15[It>,ik\•T 5F,7i\"3CFS Document Generated on September 1, 2010 extended to such information, in accordance with the termination provisions in this Section. 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, 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 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. 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. 9 1 P a g e A '%wW"15"1UN E 5ERVJr 9 Document Generated on September 1, 2010 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. 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. 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 terminationofthis - - 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. 101Yage nnnam�sxFe.�rt�•r 5rn+.arrs Document Generated on September 1, 2010 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 1 Plan Sponsor (Client) on behalf of Covered Entity: Bv: Name: Title: Company: City of Vernon Date: Igoe Administrative Services I Business Associate: By: /'L er Company: Igoe Administrative Services Date: September 1, 2010 ATTEST: Willard G.-,Yamaguchi,:City Clerk APPROVED AS TO FORM: Willard G. Yamaguchi, Interim City Attorney 11Page ,uthtn�:e5art.��tvt_ settsars Document Generated on September 1, 2010 EXHIBIT A - City of Vernon COBRA Administration Fees (1) Twelve (12) Months Fee Guarantee Rate Renewal Date: January 1, 2011 These fees do not apply to Clients with Cal Choice as their insurance carrier. lfyou are currently using Cal Choice as your insurance carrier, or plan to switch to Cal Choice upon renewal, please contact our Business Development Department for an updated fee schedule Base Monthly Fee Per QB Notice/Special Rights Notice Fee $75.00 $20.00 M Igoe Administrative Services will retain a 2%premium fee for each QB and family. Upon initial notification; the QB Fee" is chargedper qualifying evendspecial rights notice issued. Should Igoe Administrative Services be required to re -issue the qualifying event/special rights notice, an additional $10.00 fee will be charged. (2) Download data must be formatted to match our software specifications. If additional work is required in order to complete the download, additional expenses may apply. ADMINISTRATIVE SERVICES PROVIDED Special Rights Notification (Qualifying Event Notice) INCLUDED HIPAA Certificates (Certificate of Credible Coverage) INCLUDED COBRA Election Tracking INCLUDED COBRA Premium BillinglRemittance INCLUDED HR Online Access INCLUDED Qualified Beneficiary Online Access INCLUDED Processing of COBRA Open Enrollment (OE) $25.00per renewing benefit plan "plus These services include entering of new/changed benefits plans and rates; mailing letters to $10.00 for each pending or active QB COBRA participants Illustrating new/changed benefit plans and rates; generation of new and family ($100 minimum) coupons for all re -enrolled participants; and, processing of all enrollments, changes or Postage expenses are included in the above terminations. fees,- however, additional charges may apply for mailing of provider directories. $75/hr will apply for the entry of rates associated with all age -rated plans. Dedicated Account Manager INCLUDED. Postage INCLUDED 121Page ur+�tn�rns.xt�•�: sFrn�rts Document Generated on September 1, 2010 OPTIONAL SERVICES Sending of Initial DOUGeneral Rights Notices: $2.50 per Letter Premium Remittance to Multiple Locations: Based on time required Information Systems Programming/Consultation Based on time required System Corrections Based on time required 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 Qualified Beneficiary Fee ("QB" Fee), as indicated in this Exhibit A, in advance of the performance of work set forth in the contract. 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. 131Page 1DM171tilsil"ith 714T. SFk'tl'4[E5 Document Generated on September 1, 2010 t mh'-f* December 22, 2010 IGOE Administrative Services Attn: Michael C. Igoe, President/CEO 15090 Avenue of Science, Suite 201 San Diego, CA 92128 Re: COBRA Administrative Services Agreement Dear Mr. Igoe: Transmitted herewith is an original fully executed agreement as referenced above, approved by City Council on December 20, 2010, through Resolution No. 2010-194. If you have any questions regarding this matter, please contact me at (323) 583-8811 ext. 175. truly 171 WILLARD G. City Clerk WGY:dj Enclosure c: Karina Rueda Resolution No. 20 10- 194 Agreement No. 10-090 Ea cfusivefy Industrial COBRA ADMINISTRATIVE SERVICES AGREEMENT This Agreement is entered into effective as of January 1, 2011 (The Effective Datb), b-6tWe0n City of Vernon (hereinafter referred to as "Client"), with principal offices at 4305 Santa Fe Avenue, City of Vernon, State of California, and Igoe & 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: 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) notification of conversion rights upon termination of group coverage when applicable; (d) notification of coverage of continuation rights for subsequent qualifying events; (e) notification of termination of COBRA continuation coverage for non- payment of premium or at the end of any COBRA continuation period; and (f) notice of unavailability of continuation coverage. (2) Communicating with 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). 11Page Af1Ni1'41Mf(i�..Y 1iL !dP:Tf6stCE*a Document Generated on September 1, 2010 (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 1 P a g e AGWE ,r;CAnrrrae,rri TM, SARV+rea Document Generated on September 1, 2010 (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. Further, Igoe Administrative Services will provide courtesy notification to Client's insurer or administrator. It is Client's responsibility to verify that these additions and terminations were appropriately acted upon by Client's insurer or administrator. 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 1 P a g e Document Generated on September 1, 2010 (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. 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. 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 4 1 P a g e nrr�-rr�.a�xtat�ti'w�r. �aaaa+r.€,; Document Generated on September 1, 2010 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 5 1 P a g e dk17�13IR$15T AT K4x. "�TRd'ICf-, Document Generated on September 1, 2010 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 61Pacge ArI4iMlhtil.ti'UW SFrtNtrES Document Generated on September 1, 2010 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. 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 Term. This Agreement shall remain in place in perpetuity beginning on the effective date as defined above. Administrative Fees set forth in Exhibit A are subject to annual review by Contract Plan Administrative Firm. Igoe Administrative Services must give notice to Company regarding any change in fees at least sixty (60) days prior to the rate effective date defined in Exhibit A. If Company or Igoe Administrative Services does not desire to renew, the terminating party must give the non -terminating party written notice sixty (60) days prior to the expiration of this Agreement of their intent not the renew said Agreement. b. Early Termination by Client Without Cause. If at any time the client wishes to terminate the COBRA services without cause a -sixty (60) day-writterrnoticemust-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 7 1 P a g e rtrtmrnm�,ra�tittvr :bra'avarr4 Document Generated on September 1, 2010 Agreement, including all details necessary to transfer responsibility to the new administrator. c. 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. d. 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. e. 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 Informationprovidedby 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 S 1 P a g e MWE Document Generated on September 1, 2010 extended to such information, in accordance with the termination provisions in this Section. f. 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. Indemnity: Igoe Administrative Services shall indemnify, defend and hold harmless Client, 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 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. Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California. 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. 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. 9IPage ww r�Nrtnr'�rrttnTWt IM SHCS Document Generated on September 1, 2010 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. 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 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. 101Page AAfIg1Yn}OF�KdYm7N1d �i dpN.'dl:d';:b Document Generated on September 1, 2010 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 1 Plan Sponsor (Client) on behalf of Covered Entity: By:��� EST: Name: Hilario Gonzales Title: IdYia/ W llard G m gu i, . City ClerkIq - ROVE F RM: Company: City of Vernon , Date: /�� Willard G. ag chi I terim ity Attorney Igoe Administrative Services 1 Business Associate: Michael i . loo a r' Company: Igoe Administrative Services Date: September 1, 2010 11�Page +'%L"MINISlitA M1�K S1 i7&'fir, !, Document Generated on September 1, 2010 EXHIBIT A EXHIBIT A - City of Vernon COBRA Administration Fees (t) Twelve (12) Months Fee Guarantee Rate Renewal Date: January 1, 2011 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 our Business Development Department for an updated fee schedule Base Monthly Fee Per QB Notice/Special Rights Notice Fee $75.00 $20.00 (')Igoe Administrative Services will retain a 2% premium fee for each QB and fami/y Upon initial notification, the "QB Fee" is charged per qualifying event/special rights notice issued. Should Igoe Administrative Services be required to re -issue the qualifying event/special rights notice, an additional $ I0.00 fee will be charged. (2) Download data must be formatted to match our software specifications. If additional work is required in order to complete the download, additional expenses may apply. ADMINISTRATIVE SERVICES PROVIDED Special Rights Notification (Qualifying Event Notice) INCLUDED HIPAA Certificates (Certificate of Credible Coverage) INCLUDED COBRA Election Tracking INCLUDED COBRA Premium Billing/Remittance INCLUDED HR Online Access INCLUDED Qualified Beneficiary Online Access INCLUDED Processing of COBRA Open Enrollment (OE) $25. 00 per renewing benefitplan—plus These services include entering of new/changed benefits plans and rates; mailing letters to $10.00 for each pending oractive QB and family ($100 minimum) 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 Postage expenses are included in the above terminations. fees; however, additional charges may apply for mailing of provider directories. $75/hr will apply for the entry of rates associated with all age -rated plans. Dedicated Account Manager INCLUDED. Postage INCLUDED 12 1 P a 0 e wm Document Generated on September 1, 2010 OPTIONAL SERVICES Sending of Initial DOLIGeneral Rights Notices: Premium Remittance to Multiple Locations: Information Systems Programming/Consultation System Corrections $2.50 per Letter Based on time required Based on time required Based on time required 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 Qualified Beneficiary Fee ("QB" Fee), as indicated in this Exhibit A, in advance of the performance of work set forth in the contract. 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. 131Page Document Generated on September 1, 2010 STAFF REPORT Risk Management DATE: December 14, 2010 TO: Honorable Mayor and City Council FROM: Willard G. Yamaguchi, Risk Manager RE: Igoe Administrative Services COBRA Services Agreement RECEIVED DEC 1 4 2010 CITY CLERK'S OFFICE 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. The base monthly fee is $75, plus additional costs for letters and notices as needed. The total cost for FY 2009-2010, was $2,781.76. Recommendation It is hereby recommended that the attached COBRA Administrative Services Agreement with Igoe Administrative Services be approved effective January 1, 2011, for the City's administration of the COBRA plan.