HomeMy WebLinkAbout2013/08/13 Item 05'~_- ::~-y~y---:- CITY COUNCIL
-:_-~~~_ AGENDA STATEMENT
~`~ CITY OF
CHULA VISTA
AUGUST 13. 2013. Item S
ITEM TITLE: RESOLUTION OF THE CITI' OF CHULA VISTA (1)
\\'ANING THE FORMAL SELECTIO\ PROCESS; (2)
APPROVLNG ?.\~ AGREEMENT BET\\%EEN THE CITY A\~
WAGERJORKS FOR FLEXIBILE SPENDII~TG ACCOUNT
THIRD-PARTY AD1~IINISTRATION SERVICES; Ai\~D (3)
AUTHORIZLNG THE vL4Y'OR TO EXEGETE THE
AGREEMENT ~
StiBDIITTED BY: DEPUTY" CITY MA ' GER
REVIE~V~D BY: CITY MANAGER
ASSISTANT CTTY" ~ NAGER~
4/STHS VOTE: I'ES ~ NO
SiJi\LIIARY
On October 14; 2008, the City of Chula Vista signed an agreement with.Creative Benefits (a.k.a.
Wage\\'orks) for third-parry admirilstration of Flexible Spending Account (FSA), reimbursements;
administration of the Consolidated Omnibus Budget Reconciliation Act (COBRA) plan and
administration of the City's retiree plan. The FSA agreement expired on May 3 L 2013. Based on
outstanding performance in administering the FSA reimbursement accounts; the Human
Resources Department recommends entering into an agreement to retain WageWorks Inc. as the
City's third-party administrator for its FSA accounts.
E\~TRO\1IENT ~I. REVTE«'
Staff has reviewed the proposed activity for compliance with the California Environmental
Quality Act (CEQA) and has determined that this proposed activity is not a "Project" as
defined under section 15378 of the State CEQA Guidelines because if will not result in a
physical chance to the environment; therefore; pursuant to Section 15060(c) (3) of the State
CEQA Guidelines the action proposed is not subject to CEQA.
REC01I~1ENDATION
That Council approve the agreement by resolution.
BOARDS/C0IIDIISSIO\ RECO~LIIE\~ATION
5-1
AUGUST 13.2013. Item 'a
Page 2 of 3
1~'ot applicable.
DISCUSSION
On October 14, 2008, the City of Chula Vista signed an agreement with Creative Benefits (a.k.a.
WageWorks) for third-party administration of Flexible Spending Account (FSA) reimbursements,
the Consolidated Omnibus Budget Reconciliation Act (COBRA) plan and the City's retiree
medical plan. The City retiree medical plan is now administered in-house. The contract
agreement for COBRA administration will expire December 31, 2014. The FSA agreement
expired on May 31, 2013.
Based on outstanding performance in administration of the FSA reimbursement accounts, the
Human Resources recommends entering into an agreement to retain WageWorks Inc. as the
City's third-party administrator for its FSA accounts.
Under IRS Section 125 Cafeteria Plan, employees may elect to contribute to FSA accounts to
pay eligible medical, dental, vision and dependent care expenses with pre-tax dollars. City
employees can allocate their excess annual Flexible. Allotments and/or set aside their own
money to establish a Health FSA and/or Dependent Care FSA. Claims are submitted directly
to WageWorks and processed within 72 hours. Employees can access their accounts 24/7 via
WageWorks' website www.takecarewageworks.com. For plan year 2013, there are 205 Health
FSA and 37 Dependent Caze FSA participants.
WageWorks has continually processed claims accurately and in a timely manner and has
protected health information. in accordance with the Health Insurance Portability and
Accountability Act of 1996 (HIPAA). It has provided a high level of expertise in
administering the City's accounts. The scope of work to be performed by WageWorks is
outlined in the attached agreement.
Based on their extensive experience and their ability to meet and exceed the City's
expectations, it is recommended that the City enter into a new two-year agreement with three
additional one-year. extensions with WageWorks Inc., by mutual consent between the parties.
DECISION D'IAKER CONFLICT
Staff has reviewed the decision contemplated by this action and has determined that it is not
site specific and consequently, the 500-foot rule found in California Code of Regulations
section 18704.2(a)(1) is not applicable to this decision. Staff is not independently aware, nor
has staff been informed by any City Councilmember, of any other fact that may constitute a
basis for a decision maker conflict of interest in this matter.
CURRENT YEAR FISCAL IMPACT
There is no fiscal impact on the City's current budget. Employees participating in Flexible
Spending Accounts pay a plan participation fee of $2.62 per pay period for 24 pay periods
regardless of the number of FSA accounts elected. These costs are deducted from the
employee on a pre-tax basis. WageWorks' administrative fee is $5.50 per participant per month
5-2
AUGUST 13. 2013. Item S
Paae 3 of 3
or approximately 515;872 per yeaz for 242 participants. Any cost such as printing; postage;
etc. incurred over the total employee contribution is funded by FSA forfeitures. FSA
forfeitures aze the result of the Cafeteria Plan use-it-or-lose-it rule. These aze the amounts
remaining in the participant accounts that were not used to pay or reimburse eligible expenses
incurred during the plan year and through the gace period.
ONGOING FISCAL IMPACT
«'age~3'orks' fee structure will not impact the City's current and future budgets.
ATTACIL1iENTS
Agreement between the City of Chula Vista and ~'~'age~'Vorks Inc.
Prepared by' Edith Ouicho, Benefits Manager, Human Resources
5-3
RESOLUTION NO. 2013-
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
CHULA VISTA (1) WAIVING THE FORMAL SELECTION
PROCESS; (2) APPROVING AN AGREEMENT BETWEEN
THE CITY AND WAGEWORKS INC. FOR FLEXIBLE
SPENDING ACCOUNT THIRD-PARTY ADMINISTRATION
SERVICES; AND (3) AUTHORIZING THE MAYOR TO
EXECUTE THE AGREEMENT
WHEREAS. the City of Chula has been contracting with WageWorks (a.k.a.- Creative
Benefits) since October 2008 to provide Flexible Spending Account third-party administrator
services; and
WHEREAS, WageWorks has consistently processed claims accurately and in a timely.
manner and has protected employee health information in accordance with the; Health Insurance
Portability and Accountability Act of 1996 (HIPAA); and
WHEREAS, WageWorks has extensive experience in the administration of Flexible
Spending Accounts; and
WHEREAS, WageVt'orks had exceeded the City's expectations;
NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Chula
Vista does hereby:
1. AVaive the formal selection process.
2. Approve the Agreement between the City of Chula Vista and WageWorks Inc. for
Flexible Spending Accounts third-party administrator services. in substantially the
form presented, copies of which shall be kept on file in the office of the City Clerk.
The Citv Manager is further authorized to make such minor modifications to said
Agreement as may be approved or required by the City Attorney.
3. Authorize the Mayor of the City of Chula Vista to execute the Agreement on behalf
of the City.
Presented by
Kelley Bacon
Deputy City Manager
Approved as to form b}'
.~~ ~,~
Gleu R. Googms
City Attorney
.I:\Attorney\FINAL RESOS AND ORDI1dANCES\2013\08 13 13\RESO-HR-Approval of WageWorks Agreement.doc
7/26/2013 10:39 AD9
5-4
THE ATTACHED AGREEAgI~tT HAS BEEN REVIE~~TED
A\TD APPROVED AS TO FORM BY THE CITY
ATTORI~TEY'S OFFICE AND ~~~ILL BE
FORMALLY SIGNED UPON APPROVAL BY
THE CITY COUNCIL
J %~i2'~
Y Glen R. Gooeins
Cit}' Attorney
Dated: ~~3 ~~ 3
AGREEMENT
BETWEEN
THE CITY OF CHULA VISTA
AND
~~IJAGE WORKS. INC.
FOR
FLEXIBLE SPEI~'DII~iG ACCOUNT (FSA) ADMINISTRATION
5-5
Agreement between
City of Chula Vista
and
R'ageWorks, Inc.
For Flexible Spending Account (FSA) Administration
This agreement (Agreement), effective June 1, 2013, is between the City-related entity whose
name and business form is indicated on Exhibit A, Paragraph 2, (City), and the entity whose
name, business form; place of business and telephone numbers are indicated on Exhibit A,
Paragraphs 4 through 6, (TPA), and is made ~~ith reference to the following facts:
RECITALS
~b'HEREAS, the City has been contracting with WageWorks as a third-party
administrator (TPA) to handle Flexible Spending Account (FSA) reimbursements and
administration since October 14, 2008; and
WHEREAS, in 2010, the City had successfully conducted a Continuous Improvement
Process review to streamline funding of the FSA accounts and to standardize work instructions;
and
WHEREAS; WageWorks warrants and represents that it is experienced and staffed in a
manner such that it can deliver the services required of Third Party Administrator (TPA) for the
City in accordance with the time frames and the terms and conditions of this Agreement.
WHEREAS, the City finds the formal slection procedure is impratical due to the
expertise and experience of the incumbent;
OBLIGATORY PROVISIONS PAGES
NOW, THEREFORE, for valuable consideration the City and WageWorks do hereby mutually
agree as follows:
All of the Recitals above are incorporated into this Agreement by this reference.
ARTICLE I. THIRD PARTY ADMINISTRATION'S (TPA) OBLIGATIONS
A. General
1. General Duties. TPA shall perform all of the services described on Exhibit A;
Paragraph 7 (General Duties).
2. Scope of Work and Schedule. In performing and delivering the General Duties, TPA
shall also perform the services, and deliver to City the "Deliverables" described in
Exhibit A, Paragraph 8; entitled "Scope of Work and Schedule," according to, and within
the time frames set forth in Exhibit A, Paragraph 8, time being of the essence of this
agreement. The General Duties and the work and Deliverables required in the Scope of
f~_ Page 1
Two Parry Agreement Between the Ciry ofChula Vista and WageWdl?cs ~c. for Flexib/e Spending Account (FSA) Administradon
Rork and Schedule shall be referred to as the "Defined Services.' Failure to complete the
Defined Services by the times indicated does not; except at the option of the City;
terminate this Aazeement.
a. Reductions in Scope of 6Vork. City may independently; or upon request from TPA,
from time to time; reduce the Defined Services to be performed by the TPA under this
Agreement. upon doing so; City and TP A agree to meet in good faith and confer for
the purpose of negotiating a corresponding reduction in the compensation associated
with the reduction.
b. Additional Services. In addition to performing the Defined Services; City may
require TPA to perform additional consulting services related to the Defined Services
(Additional Services), and upon doing so in writing; if they are within the scope of
services offered by TPA; TPA shall perform same on a time and materials basis at the
rates set forth in the "Rate Schedule in Exhibit A, Pazagraph-10(C); unless a sepazate
fixed fee is otherwise agreed upon. All compensation for Additional Services shall be
paid monthly as billed.
• Standard of Care. The TPA expressly warrants that the work to be performed pursuant to
this Agreement; whether Defined Services or Additional Services; shall be performed in
accordance with the standazd of caze ordinarily exercised by members of the profession
currently practicing under similaz conditions and in similaz locations.
a. Aro II'aiver of Standard of Care. «'ltere approval by Ciry is required; it is understood
to be conceptual approval only and does not relieve the TPA of responsibility for
compl}ing with all laws; codes; industry standards; and liability for damaees caused
by negligent acts; errors; omissions, noncompliance with industry standazds, or the
willful misconduct of the TPA or its subcontractors.
B. Application of La«•s. Should a federal or state law pre-empt a local law, or regulation; the
TPA must comply with the federal or state law and implementing regulations. No provision
of this Agreement requires the TPA to observe or enforce compliance with any pro«sion,
perform any other act; or do any other thing in contravention of federal state; territorial; or
local law, regulation, or ordinance. If compliance with any provision of this Agreement
violates or would require the TPA to violate any law, the TPA agrees to notify City
immediately in writing. Should this occur, the City and the TPA agree that they will make
appropriate arrangements to proceed with or, if necessary, amend or terminate this
Agreement; or portions of it, expeditiously.
]. Subcontractors. TPA agrees to take appropriate measures necessary to ensure that all
participants utilized by the TPA to complete its obligations under this Agreement; such as
subcontractors; comply with all applicable laws, regulations; ordinances; and policies,
whether federal; state; or local; affecting Project implementation. In addition; if a
subcontractor is expected to fulfill any responsibilities of the TPA under this Agreement,
the TPA shall ensure that the subcontractor tames out the TPA's responsibilities as set
forth in this Aazeement.
SS_77 Page 2
Two Parry' Agreement Between the Cin' of Chula Y;v~ and N'age Worms lAa for Flezib[e Spending Acroum (FSAJ Adminisration
C. Insurance
General. TPA must procure and maintain, during the period of performance of this
Agreement; and for twelve months after completion, policies of insurance from insurance
companies to protect against claims for injuries to persons or damages to property that
may arise from or in connection with the performance of the work under this Agreement
and the results of that work by the TPA, his agents, representatives, employees or
subcontractors; and provide documentation of same prior to commencement of work.
2. Minimum Scope of Insurance. Coverage must be at least as broad as:
a. CGL. Insurance Services Office Commercial General Liability coverage (occurrence
Form CG0001).
b. Auto. Insurance Services Office Form Number CA 0001 covering Automobile
Liability, Code 1 (any auto).
c. WC. Workers' Compensation insurance as required by the State of California and
Employer's Liability Insurance.
d. E&O. Professional Liability or Errors & Omissions Liability insurance appropriate to
the TPA's profession. Architects' and Engineers' coverage is to be endorsed to include
contractual liability.
3. Minimum Limits of Insurance. TPA must maintain limits no less than those included in
the table below:
i. General Liability: $1,000,000 per occurrence for bodily injury, personal injury;
(Including (including death), and property damage. If Commercial General
operations, Liability insurance with a general aggregate limit is used; either
products and the general aggregate limit must apply separately to this
completed Project location or the general aggregate limit must be rivice the
operations, as required occurrence limit.
a licable)
ii. Automobile 51,000,000 per accident for bodily injury, including death, and
Liability: property damage.
iii. Workers' Statutory
Compensation 51,000,000 each accident
Employer's 51,000,000 disease-policy limit
Liability: 51,000.000 disease-each em loyee
iv. Professional 51,000,000 each occurrence
Liability or Errors
& Omissions
Liability:
S_QQ Page 3
Two Part}' Agreement Between the City of Chu/a Vista and WageWa~s Mc. for Flexible Spending Account (FSA) Adminimatian
4. Deductibles and Self-Insured Retentions. Anv deductibles or self-insured retentions must
be declared to and approved by the City. At the option of the City; either the insurer will
reduce or eliminate such deductibles or self-insured retentions as then pertain to the City,
its officers; officials, employees and volunteers; or the TPA will provide a fmancial
guazantee satisfactory to the City guazanteeing payment of losses and related
im~estigations, claim administration; and defense expenses.
~. Other Insurance Provisions. The seneral liability, automobile liability; and where
appropriate; the worker's compensation policies aze to contain; or be endorsed to contain;
the following provisions:
a. Additional Insureds. City of Chula Vista; its officers; officials, employees, agents.
and volunteers aze to be named as additional insureds with respect to all policies of
insurance, including those with respect to liability arising out of automobiles owned;
leased; hired or borrowed by or on behalf of the TPA; where applicable; and; with
respect to liability arising out of work or operations performed by or on behalf of the
TPA; including providing materials; parts or equipment famished in connection with
such work or operations. The general liability additional insured coverage must be
provided in the form of an endorsement to the TPA's insurance using ISO CG 2010
(11/80 or its equivalent. Specifically, the endorsement must not exclude
Products/Completed Operations coverage.
b. Primary Insurance. The TPA's General Liability insurance coverage must be primary
insurance as it pertains to the City, its officers, officials; employees; agents; and
volunteers. Any insurance or self-insurance maintained by the City; its officers;
officials; employees, or volunteers is wholly sepazate from the insurance of the TPA
and in no way relieves the TPA from its responsibility to pro«de insurance.
c. Cancellation. The insurance policies required by this Agreement shall not be canceled
by either party, except after thirty days prior written notice to the City by certified
mail, return receipt requested. The words "will endeavor- and "but failure to mail
such notice shall impose no obligation or liability of any kind upon the company, its
agents, or representatives' shall be deleted from all certificates.
d. Active ('~~egligence. Coverage shall not extend to any indemnity coverage for the
active neelieence of the additional insureds in any case where an agreement to
indemnify the additional insured would be invalid under Subdivision (b) of Section
2782 of the Civil Code.
e. Waiver of Subrogation. TPA's insurer will provide a waiver of Subrogation in favor
of the City for each required policy providing coverage for the term required by this
Aazeement.
6. Claims Forms. If General Liability; Pollution and/or Asbestos Pollution Liability and/or
Errors & Omissions coverage aze written on a claims-made form:
_QQ Page 4
Two Parry d~reement Between the Ciry of Chufa ! sm and WaSe Worts Ilia. for F(ea3b(e Spending.9caaunt (FS9) Administr¢tiart
a. Retro Date. The "Retro Date'' must be shown, and must be before the date of the
Agreement or the beginning of.the work required by the Agreement.
b. Maintenance and Evidence. Insurance must be maintained and evidence of insurance
must be provided for at least five years after completion of the work required by the
Agreement.
c. Cancellation. If coverage is canceled or non-renewed, and not replaced with another
claims-made policy form with a "Retro Date' prior to the effective date of the
Agreement, the TPA must purchase `'extended reporting" coverage for a minimum of
five years after completion of the work required by the Agreement.
d. Copies. A copy of the claims reporting requirements must be submitted to the City
for review. _-
7. Acceptability of Insurers. Insurance is to be placed with licensed insurers admitted to
transact business in the State of California with a current A.M. Best's rating of no less
than A V. If insurance is placed with a surplus lines insurer, insurer must be listed on the
State of Califomia List of Eligible Surplus Lines Insurers (LESLI) with a current A.M.
Best's rating of no less than A X. Exception may be made for the State Compensation
Fund when not specifically rated.
8. Verification of Coveraee. TPA shall famish the City with original certificates and
amendatory endorsements effecting coverage required by Section LC. of this Agreement.
The endorsements should be on insurance industry forms, provided those endorsements
or policies conform to the requirements of this Agreement. All certificates and
endorsements are to be received and approved by the City before work commences. The
City reserves the right to require, at any time, complete, certified copies of all required
insurance policies, including endorsements evidencing the coverage required by these
specifications.
9. Subcontractors. TPA must include all subcontractors as insureds under its policies or
famish separate certificates and endorsements for each subcontractors. All coverage for
subcontractors is subject to all of the requirements included in these specifications.
10. Not a Limitation of Other Obligations. Insurance provisions under this Article shall not
be construed to limit the TPA's obligations under this Agreement, including Indemnity.
D. Security for Performance
Performance Bond. In the event that Exhibit A, at Paragraph 18, indicates the need for
TPA to provide a Performance Bond (indicated by a check mark in the parenthetical
space immediately preceding the subparagraph entitled `'Performance Bond"), then TPA
shall provide to the City a performance bond, in the amount indicated at Exhibit A,
Paragraph 18, in the form prescribed by the City and by such sureties which are
r~_ ((~~ Page ~
Two Party Agreemerst Between the City ofChu[a 4rsta and Wage R'hGks ~nY. jor Flexih[e Spending Accnunr (FSrt) Adminiuradon
authorized to transact such business in the State of California; listed as approved by the
United States Department of Treasury Circular X70; htto://w1~w.fms.treas.eov/c~70. and
whose under«Titins limitation is sufficient to issue bonds in the amount required by the
Agreement; and which also satisfi' the requirements stated in Section 99d.660 of the
Code of Civil Procedure; except as provided otherwise by laws or revelations. All bonds
signed by an agent must be accompanied by a certified copy of such agent's authority to
act. Surety companies must be duly licensed or authorized in the jurisdiction in which
the Project is located to issue bonds for the limits so required. Form must be satisfactory
to the Risk Manager or City.
2. Letter of Credit. In the event that Exhibit A; at Paragraph 18, indicates the need for TPA
to provide a Letter of Credit (indicated by a check mark in the pazenthetical space
immediately preceding the subparagraph entitled "Letter of Credit ), then TPA shall
provide to the City an irrevocable letter of credit callable by the City at its unfettered
discretion by submitting to the bank a letter, signed by the CityManager, stating that the
TPA is in breach of the terms of this Agreement. The letter of credit shall be issued by a
bank; and be in a form and amount satisfactory to the Risk Manager or City Attomey
which amount is indicated in the space adjacent to the term; "Lefler of Credit;' in Exhibit
A; Paragraph 18.
3. Other Security. In the event that Exhibit A; at Pazagraph 18; indicates the need for TPA
to provide security other than a Performance Bond or a Letter of Credit (indicated by a
check mark in the pazenthetical space immediately preceding the subparagraph entitled
"Other Security), then TPA shall provide to the City such other security therein listed in
a form and amount satisfactory to the Risk Manager or City Attomey.
E. Business License. TPA agrees to obtain a business license from the City and to otherwise
comply with Title ~ of the Chula Vista Municipal Code.
ARTICLE IL CITY OBLIGATIO\TS
A. Consultation and Cooperation. City shall regularly consult the TPA for the purpose of
re~Zewing the progress of the Defined Sen'ices and Schedule, and to provide direction and
guidance to achieve the objectives of this Agreement. The City shall allow TPA access to its
office facilities; files and records; as deemed necessary and appropriate by the City;
throughout the term of this Agreement. In addition; Citv agrees to provide the materials
identified at Exhibit A; Pazagraph 9; with the understanding that delay in the provision of
those materials beyond thirty days afrer authorization to proceed; shall constitute a basis for
the justifiable delay in the TPA's performance.
B. Compensation.
1. Following Receipt of Billing. Upon receipt of a properh prepared bill from TPA;
submitted to the City as indicated in Exhibit A, Pazagraph 17, but in no event more
frequently than monthly, on the day of the period indicated in Exhibit A; Paragraph 17;
City shall compensate TPA for all services rendered by TPA according to the terms and
S_ Page 6
Two Pam•Ae eemenl Ben.¢en the Gry of Chula L ~,na and Lf'age NNrks~n~. for F(esble Spemfirsg AccouN (FSA) Administradan
conditions set forth in Exhibit A, Paragraph 10, adjacent to the governing compensation
relationship indicated by a "checkmark" next to the appropriate arrangement, subject to
the requirements for retention set forth in Paragraph 18 of Exhibit A, and shall
compensate TPA for out of pocket expenses as provided in Exhibit A, Paragraph 1 I .
2. Supporting Information. Any billing submitted by TPA shall contain sufficient
information as to the propriety of the billing, including properly. executed payrolls, time
records, imtoices, contracts, or vouchers describing in detail the nature of the charges to
the Project in order to permit the City to evaluate that the amount due and payable is
proper, and such billing shall specifically contain the City's account number indicated on
Exhibit A, Pazagraph 17(C) to be charged upon making such payment.
3. Exclusions. In determining the amount of the compensation City will exclude any cost:
1) incurred prior to the effective date of this Agreement; or 2) arising out of or related to
the errors, omissions, negligence or acts of willful misconduct-of the TPA, its agents,
employees; or subcontractors.
a. Errors and Omissions. In the event that the City Administrator determines that
the TPA's negligence, errors, or omissions in the performance of work under this
Agreement has resulted in expense to City greater than would have resulted if
there were no such negligence, errors, omissions, TPA shall reimburse City for
any additional expenses incurred by the City. Nothing in this paragraph is
intended to limit City's rights under other provisions of this Agreement.
4. Payment Not Final Approval. The TPA understands and agrees that payment to the TPA
for any Project cost does not constitute a City final decision about whether that cost is
allowable and eligible for payment under the Project and does not constitute a waiver of
any violation of TPA of the terms of the Agreement. The TPA acknowledges that City
will not make a final determination about the eligibility of any cost until the final
payment has been made on the Project or the results of an audit of the Project requested
by the City has been completed, whichever occurs latest. If City determines that the TPA
is not entitled to receive any portion of the compensation due or paid, City will notify the
TPA in writing, stating its reasons. The TPA agrees that Project closeout will not alter
the TPA's responsibility to return any funds due City as a result of later refunds,
corrections, or other similar transactions; nor will Project closeout alter the right of City
to disallow costs and recover funds provided for the Project on the basis of a later auditor
other review.
a. TPA's Obligation to Pay. Upon notification to the TPA that specific amounts are
owed to City, whether for excess payments or disallowed costs, the TPA agrees to
remit to City promptly the amounts owed, including applicable interest.
f, qq Page 7
Two Parry Agreement Betweerc the City of Chula Vsta and WageN~rks~tlr. far Flexible Spending Account (FSA) Administration
ARTICLE III. ETxlcs
A. Financial Interests of TPA
TPA is Desiaztated as an FPPC Filer. If TPA is designated on Exhibit A; Pazagraph ]4;
as an "FPPC filer;" TPA is deemed to be a "TPA" for the purposes of the Political
Reform Act conflict of interest and disclosure provisions; and shall report economic
interests to the City Clerk on the required Statement of Economic Interests in such
reporting categories as aze specified in Pazagraph 14 of Exhibit A; or if none are
specified; then as determined by the City Attomey.
2. \o Participation in Decision. Regazdless of whether TPA is designated as an FPPC Filer;
TPA shall not make; or patticipate in making or in any way attempt to use TPA's position
to influence a eovernmental decision in which TPA knows or has reason to know TPA
has a financial interest other than the compensation promised bythis Agreement.
3. Search to Detetnune Economic Interests. Regazdless of whether TPA is desi~tated as an
FPPC Filer; TPA warrants and represents that TPA has diligently conducted a search and
im•entory of TPA's economic interests; as the term is used in the revelations promulgated
by the Fair Political Practices Commission; and has determined that TPA does not; to the
best of TPA's knowledge, have an economic interest which would conflict with TPA's
duties under this Agreement.
4. Promise Not to Acquire Conflicting Interests. Regardless of whether TPA is designated
as an FPPC.Filer; TPA further warrants and represents that TPA will not acquire, obtain,
or assume an economic interest during the term of this Agreement which would
constitute a conflict of interest as prohibited by the Fair Political Practices Act.
5. Duty to Advise of Conflicting Interests. Regardless of whether TPA'is designated as an
FPPC Filer, TPA further warrants and represents that TPA will immediately advise the
City Attomey if TPA Teams of an economic interest of TPA's that may result in a conflict
of interest for the purpose of the Fair Political Practices Act; and regulations promulgated
thereunder.
6. Specific Warranties Against Economic Interests. TPA warrants, represents and agrees
that:
a. \Teither TPA, nor TPA's immediate family members; nor TPA's employees or agents
(TPA Associates) presently have any interest, directly or indirectly, whatsoever in
any property which may be the subject matter of the Defined Services, or in any
property within 2 radial miles from the exterior boundaries of any property which
may be the subject matter of the Defined Services; (Prohibited Interest); other than as
listed in Exhibit A, Pazagraph 14.
b. \o promise of future employment; remuneration, consideration; gratuity or other
reward or Bain has been made to TPA or TPA Associates in connection with TPA's
-l,~ Page 3
Two Pam•9greement Between fhe Cay ofChufa l4ga and {{'age{{ r/.3 for Flenbfe Spending Aaaunf (FSA) AdminLmadon
performance of this Agreement. TPA promises to advise City of any such promise
that maybe made during the Term of this Agreement, or for twelve months thereafter.
c. TPA Associates shall not acquire any such Prohibited Interest within the Term of this
Agreement, or for twelve months after the expiration of this Agreement, except with
the written permission of City.
d. TPA may not conduct or solicit any business for any party to this Agreement, or for
any third party that may be in conflict with TPA's responsibilities under this
Agreement, except with the written permission of City.
IV. LIQUIDATED DAMAGES
A. Application of Section. The provisions of this section apply if a Liquidated Damages Rate
is provided in Exhibit A, Paragraph 13. _-
Estimatine Damages. It is acknowledged by both parties that time is of the essence in the
completion of this Agreement. It is difficult to estimate the amount of damages resulting
from delay in performance. The parties have used their judgment to amve at a reasonable
amount to compensate for delay.
Amount of Penalty. Failure to complete the Defined Services within the allotted time
period specified in this Agreement shall result in the following penalty: For each
consecutive calendar day in excess of the time specified for the completion of the
respective work assignment or Deliverable, the TPA shall pay to the City, or have
withheld from monies due, the sum of Liquidated Damages Rate provided in Exhibit A;
Pazagraph 13 (Liquidated Damages Rate).
Request for Extension of Time. If the performance of any act required of TPA is directly
prevented or delayed by reason of strikes, lockouts, labor disputes, um[sual governmental
delays, acts of God, fire, floods, epidemics, freight embargoes, or other causes beyond
the reasonable control of the TPA, as determined by the City, TPA shall be excused from
performing that act for the period of time equal to the period of time of the prevention or
delay. In the event TPA claims the existence of such a delay, the TPA shall notify the
City's Contract Administrator, or designee, in writing of that fact within ten calendar days
after the beginning of any such claimed delay. Extensions of time will not be granted for
delays to minor portions of work unless it can be shown that such delays did or will delay
the progress of the work.
ARTICLE V. INDEMNIFICATION
A. Defense, Indemnity, and Hold Harmless.
General Requirement. Except for liability for Design Professional Services covered
under Article V., Section A.2., TPA shall defend, indemnify, protect and hold harmless
the City, its elected and appointed officers, agents and employees, from and against any
C~ //~~ - Page 9
Two Parry Agreement Between the Cite ofChu[a Vista and N'aseWbYks ~ncT. for F[exib[e Spersding Accaurtt (FSA) Administm(ion
and all claims, demands; causes of action; costs; expenses; liability, loss, damage or
injury; in law or equity, to property or persons, including wTOngful death, in any manner
arising out of or incident to any alleged acts; omissions, negligence; or ~~illful misconduct
of TP.4; its officials, officers, employees; agents, and contractors; arising out of or in
connection with the performance of the Defined Services or this Agreement. This
indemnity provision does not include any claims, damages, liability; costs and expenses
(including without limitations; attorneys fees) arising from the sole negligence; acrive
negligence or willful misconduct of the City; its officers; employees. Also covered is
liability arising from, connected with; caused by or claimed to be caused by the active or
passive negligent acts or omissions of the City; its agents, officers, or employees which
maybe in combination «ith the active or passive negligent acts or omissions of the TPA;
its employees; agents or officers; or any third party.
2. Design Professional Services. If TPA provides design professional services; as defined
by California Civil Code section 2782.5; as may be amended from time to time, TPA
shall defend; indemnify and hold the City; its officials; officers, employees; volunteers;
and agents free and harmless from any and all claims; demands, causes of action, costs,
expenses, liability, loss, damage or injury; in law or equity; to property or persons;
including wTOngful death; in any manner arising out of, pertaining to, or relating to the
negligence, recklessness, or willful misconduct of TPA; its officials; officers; employees;
agents; TPAs; and contractors arising out of or in connection with the performance of
TPA`s sen~ices. TPA`s duty to defend; indemnify, and hold harmless shall not include
any claims or liabilities arising from the sole negligence; active negligence or willful
misconduct of the City; its agents, officers or employees. This section in no way alters;
affects or modifies the TPA's obligations and duties under this Agreement. .
3. Costs of Defense and Award. Included in the obligations in Sections A.1 and A.2; above;
is the TPA's obligation to defend, at TPA's own cost; expense and risk; any and all suits;
actions or other legal proceedings; that may be brought or instituted against the City; its
directors; officials; officers, employees; agents and/or volunteers; subject to the
limitations in Sections A.1. and A.2. TPA shall pay and satisfy any judgment; awazd or
decree that may be rendered against City or its directors; officials; officers; employees;
agents and/or volunteers; for any and all related legal expenses and costs incurred by each
of them, subject to the limitations in Sections A.1. and A.2.
4. Insurance Proceeds. TPA's obligation to indemnify shall not be restricted to insurance
proceeds, if any; received by the City; its directors; officials; officers; employees, agents;
and/or volunteers.
5. Declarations. TPA's obligations under Article V shall not be limited by any prior or
subsequent declaration by the TPA.
6. Enforcement Costs. TPA agrees to pay any and all costs City incurs enforcing the
indemnity and defense provisions set forth in Article V.
ff~~_ ff,~ Page 10
7'wo Parp•Agreement Between the Cry' of Chula { ism arzd {i ageRb'rls~~Y. for FleAble Spending:lC[m(m (FS;1J Adminrmauarz
7. Survival. TPA s obligations under Article V shall survive the termination of this
Agreement.
ARTICLE VI. TERMINATION OF AGREEMENT
A. Termination for Cause. If, through any cause, TPA shall fail to fulfill in a timely and
proper manner TPA's obligations under this Agreement, or if TPA shall violate any of the
covenants; agreements or stipulations of this Agreement, City shall have the right to
terminate this Agreement by giving written notice to TPA of such termination and specif}ring
the effective date thereof at least five (5) days before the effective date of such termination.
In that event, all finished or unfmished documents; data, studies, surveys, drawings, maps,
reports and other materials prepared by TPA shall, at the option of the City, become the
property of the City, and TPA shall be entitled to receive just and equitable compensation, in
an amount not to exceed that payable under this Agreement and less any damages caused
City by TPA's breach; for any work satisfactorily completed on such documents and other
materials up to the effective date of Notice of Termination.
B. Termination of Agreement for Convenience of City. City may terminate this Agreement
at any time and for any reason, by giving specific written notice to TPA of such termination
and specifying the effective date thereof at least thirty (30) days before the effective date of
such termination. In that event. all fmished and unfinished documents and other materials
described hereinabove shall, at the option of the City, become City's sole and exclusive
property. If the Agreement is terminated by City as provided in this paragraph. TPA shall be
entitled to receive just and equitable compensation, in an amount not to exceed that payable
under this Agreement, for any satisfactory work completed on such documents and other
materials to the effective date of such termination. TPA hereby expressly waives any and all
c]aims for damages or compensation arising under this Agreement except as set forth in this
section.
ARTICLE VII. RECORD RETENTION AND ACCESS
A. Record Retention. During the course of the Project and for three (3) years following
completion; the TPA agrees to maintain, intact and readily accessible, all data, documents;
reports; records, contracts, and supporting materials relating to the Project as City may
require.
B. Access to Records of TPA and Subcontractors. The TPA agrees to permit, and require its
subcontractors to permit City or its authorized representatives, upon request, to inspect all
Project work, materials, payrolls, and other data, and to audit the books, records; and
accounts of the Contractor and its subcontractors pertaining to the Project.
C. Project Closeout. The TPA agrees that Project closeout does not alter the reporting and
record retention requirements of this Agreement.
CC~~ Page 11
Two Party Agreement Betweerz the Ciry ofChu(a Vsta and Wage WNrks ~rs~ for Flecib(e Spending Account (FSA( Admirzistration
ARTICLE VIII. PROJECT CO_tv1PLETION, AUDIT, A\~ CLOSEOUT
A. Project Completion. Within ninety (90) calendaz days following Project completion or
termination by City; TPA agrees to submit a final certification of Project expenses and audit
reports, as applicable.
B. Audit of TPAs. TPA agrees to perform financial and compliance audits the City may
require. The TPA also a~ees to obtain any other audits required by City. TPA a~ees that
Project closeout «~ll not alter TPA's audit responsibilities. Audit costs are allowable Project
costs.
C. Project Closeout. Project closeout occurs when City notifies the TPA that City has closed
the Project; and either forwazds the final pati~rrtent or acknowledges that the TPA has remitted
the proper refund. The TPA a~ees that Project closeout by City does not invalidate any
continuing requirements imposed by the A~eement or any unmet requirements set forth in a
~tiritten notification from City
ARTICLE UY. MISCELLANEOUS PROVISIONS
A. Assignability. The services of TPA aze personal to the City, and TPA shall not assign any
interest in this A~eement, and shall not transfer any interest in the same (whether by
assignment or notation), without prior written consent of City.
1. Limited Consent. City hereby consents to the assignment of the portions of the Defined
Services identified in Exhibit A, Paza~aph 16 to the subTPAs identified as "Permitted
SubTPAs."
B. O~~~rtership, Publication, Reproduction and Use of Alaterial. All reports; studies;
information, data; statistics; forms; designs; plans, procedures; systems and any other
materials or properties produced under this A~eement shall be the sole and exclusive
property of City. No such materials or properties produced in whole or in part under this
A~eement shall be subject to private use, copyrights or patent rieltts by TPA in the United
States or in any other country without the express written consent of City. City shall had e
unrestricted authority to publish; disclose (except as may be limited by the provisions of the
Public Records Act), distribute; and otherwise use; copyright or patent; in whole or in par[;
any such reports, studies, data; statistics; forms or other materials or properties produced
under this Aazeement.
C. Independent Contractor. City is interested only in the results obtained and TPA shall
perform as an independent contractor with sole control of the manner and means of
performing the services required under this A~eement. City maintains the right only to
reject or accept TPA's work products. TPA and any of the TPA's agents, employees or
representatives are; for all purposes under this Agreement; independent contractors and shall
not be deemed to be employees of City; and none of them shall be entitled to any benefits to
which City employees are entitled including but not limited to, overtime, retirement benefits,
worker's compensation benefits; injury leave or other leave benefits. Therefore; City will not
_ ""~~ Pale 12
Two Pam•Agreement Beneeen the Ciry ofChu(a { uta and IYageW~ks ~nd far F(tAb(e Spending Account (FSd).9dmirtisnadars
withhold state or federal income tax, social security tax or any other payroll tax, and TPA
shall be solely responsible for the payment of same and shall hold the City harmless with
regard to them.
1. Actions on Behalf of City. Except as City may specify in writing, TPA shall have no
authority; express or implied, to act on behalf of City in any capacity whatsoever; as an
agent or otherwise. TPA shall have no authority, express or implied, to bind City or its
members, agents, or employees, to any obligation whatsoever, unless expressly provided
in this A~eement.
2. No Obligations to Third Parties. In connection with the Project, TPA agrees and shall
require that its agents, employees, subcontractors agree that City shall not be responsible
for any obligations or liabilities to any third party, including its agents; employees,
subcontractors, or other person or entity that is not a party to this Agreement.
Notwithstanding that City may have concurred in or approved any solicitation,
subagreement, or third party contract at any tier, City shall have no obligation or liability
to any person or entity not a party to this Agreement.
D. Administrative Claims Requirements and Procedures. No suit or arbitration shall be
brought arising out of this Agreement, against City unless a claim has first been presented in
writing and filed with City and acted upon by City in accordance with the procedures set
forth in Chapter 134 of the Chula Vista Municipal Code, as same may from time to time be
amended, the provisions of which are incorporated by this reference as if fully set forth
herein, and such policies and procedures used by City in the implementation of same. Upon
request by City, TPA shall meet and confer in good faith with City for the purpose of
resolving any dispute over the terms of this Agreement.
E. Administration of Contract. Each party designates the individuals (Contract
Administrators) indicated on Exhibit A, Paragraph 12, as that party's contract administrator
who is authorized by the party to represent it in the routine administration cif this Agreement.
F. Term. This Agreement shall terminate when the parties have complied with all executory
provisions hereof.
G. Attorney's Fees. Should a dispute arising out of this Agreement result in litigation, it is
agreed that the prevailing party shall be entitled to a judgment against the other for an
amount equal to reasonable attorneys' fees and court costs incurred. The "prevailing party'
shall be deemed to be the party who is awarded substantially the relief sought.
H. Statement of Costs. In the event that TPA prepares a report or document, or participates in
the preparation of a report or document in performing the Defined Services, TPA shall
include, or cause the inclusion of, in the report or document, a statement of the numbers and
cost in dollar amounts of all contracts and subcontracts relating to the preparation of the
report or document.
ff~~ QQ Page 13
Twa Parry Ae reement Between the City of Chula Vista and Wage{Nlrks~df. jor F[exib(e Spending Account (FSA) Administration
I. TPA is Real Estate Broker and/or Salesman. If the box on Exhibit A, Paragraph l~ is
marked; the TPA and/or its principals is/are licensed with the State of Califomia or some
other state as a real estate broker or salesperson. Otherwise, TPA represenu that neiiher TPA;
nor its principals are licensed real estate brokers or salespersons.
J. Notices. All notices, demands or requests pro~9ded for or permitted to be given pursuant to
this Agreement must be in writing. All notices, demands and requests to be sent to any party
shall be deemed to have been properly given or served if personally served or deposited in
the united States mail, addressed to such party; postage prepaid, registered or certified; with
return receipt requested; at the addresses identified in this Agreement as the places of
business for each of the designated parties.
K. Integration. This Agreement. toeether with any other written document referred to or
contemplated in it; embody the entire Agreement and understanding between the parties
relating to the subject matter hereof. Neither this Agreement nor any pro~7sion of it may be
amended; modified; waived or discharged except by an instrument in writing executed by the
party against which enforcement of such amendment, waiver or discharge is sought.
L. Capacity of Parties. Each signatory and party to this Agreement warrants and represents to
the other party that it has legal authority and capacity and direction from its principal to enter
into this Agreement, and that all necessary resolutions or other actions have been taken so as
to enable it to enter into this A~eement.
M. Governing La~~•/V'enue. This Agreement shall be governed by and construed in accordance
with the laws of the State of California. Any action arising under or relating to this
Agreement shall be brought only in the federal or state courts located in San Diego County;
State of Califomia; and if applicable; the City of Chula Vista, or as close thereto as possible.
Venue for this Agreement, and performance under it; shall be the City of Chula Vista.
LL ~pf Paee 14
Two Pam Ae Bement Between the City ajChuln Y7sra and {i'ageWel~ }rtH for Flexible SPertdirtg .9acoum (FSA) ddmirtistratian
Signature Page
to
Agreement between
City of Chula Vista and
WageWorks, Inc.
For Flexible Spending Account (FSA) Administration
IN WITNESS WHEREOF, City and TPA have executed this Agreement, indicating that
they have read and understood same; and indicate their full and complete consent to its terms:
Dated:
City of Chula Vista ,
By:
Attest:
Donna Noms, City Clerk
Approved as to form:
Glen R. Googins, City Attorney
Dated:
Cheryl Cox, Mayor
WageWorks, Inc.
By:
--
Exhibit List to Agreement:
(X) Exhibit A
(X) Addendum
qq((~~ Page li
Two Parry Agreement Between the City of Chufa Vista and Nave N'~~ fnE! for Flexible Spending Account (FSA) AdmirtisTra[ion
Exhibit A
to
Agreement beriveen
City of Chula Vista
and
R'ageR'orks, Inc.
For Flexible Spending Account (ESA) Administration
1. Effective Date: The A~eement shall take effect upon full execution of the A~eement, as of
the effective date stated on page 1 of the A~eement.
2. City-Related Entity:
(X) City of Chula Vista; a municipal chartered corporation of the State of California
OThe Chula Vista Public Financing Authority, a
OThe Chula V"ista Industrial Development Authority, a
3. Place of Business for City:
City of Chula Vista
276 Fourth Avenue
Chula Vista, CA 91910
4. TPA: WaeeWorks. Inc.
~. Business Form of Third Party Administrator:
()Sole Proprietorship
()Partnership
(X) Corporation
6. Place of Business, Telephone and Fax Number of Third Party Administrator:
1100 Park Place. 4`s Floor
San Ylateo, CA 94403
Voice Phone: (6~0) X77-200
Fax Phone: (6~0) X77-201
7. General Duties:
To administer the City's Flexible Spending Account as described in Paza~aph 8, Scope of
Work and Schedule below.
SS Paae 16
Twa Parry• Agreement Between the Ciry• of Chula Vista and WaSeNMhs~~. for FIeRble Spending Aacouta (ESA) Adminisration ..
8. Scope of Work and Schedule:
A. Detailed Scope of Work:
TPA shall perform the following tasks to the satisfaction of the Director of Human
Resources:
Flexible Spending Accounts (FSA) Administration
a. TPA shall administer the FSA on a January 1 through December 31 Plan Year,
with arun-out period up to March 15 of the following year. TPA shall allow
employees to submit claims up to March 31 of the following year.
b. TPA shall store employee information related to enrollment.
c. TPA shall provide claim forms to employees for submission of claims.
d. TPA shall process reimbursements for health care and dependent care on a weekly
basis.
e. TPA shall process existing elections, new hire elections and elections of
employees with qualified status changes during the year pursuant to the City s
eligibility determination.
f. TPA shall use reasonable care to guard against fraudulent or enroneous claims.
TPA has delivered to the City a detailed program outlining the steps it will take to
guard against fraudulent or erroneous claims. The City has reviewed this program
and made any necessary additions or deletions. TPA shall make available to the
City Employee Benefits Manager appropriate reports and notifications in writing
if it believes that there has been a fraudulent or erroneous claim or a participant is
later reimbursed by his or her health provider, within five days of discovery of the
potential fraudulent or erroneous claim.
g. TPA shall ensure strict compliance with HIPAA.Privacy Act. 'TPA has provided
to the City a detailed program outlining its HIPAA Compliance security
procedures and privacy authorization processes for handling Protected Health
Information (PHI). TPA outlined the physical, administrative and technical
safeguards in place to protect PHI. TPA shall not release any I'HI to any agent,
service provider and/or vendor unless authorized by the covered employee or
required by law.
h. TPA shall accept the City's electronic fund transfer (EFT) eligibility file on a bi-
weeklybasis. TPA shall advise the City of funding amounts foi the account.
i. TPA shall provide an Explanation of Benefits statement to employees with every
claim submission. TPA shall advise employees in writing the reason for any
denied claims due to inadequate substantiation or data submission and provide for
an adequate period of time for the employee to resubmit the claim.
j. TPA shall provide atoll-free service number to employees and ensure that
employees have online access to their account statement, current balances; claims
activity; and other relevant information.
k. TPA shall respond to inquiries by employees of the City about benefits available
and the procedure for proper submission of claims in a timely manner. .
qq qq Page 17
Two Party Agreemerzt Between the City ojChu(a Vsta and Wage W~rksYr(e. jor Flexible Spending .4ccount (FSA) Administratiorz
I. TPA shall pro~~ide mazketing materials to the City for distribution to all
employees.
m. TPA shall accept claims ~~ia mail; fax and/or scanned email.
n. TPA shall offer direct deposit and/or regulaz check reimbursements to employees.
TP.A shall prepare and mail to employees the checks for payment of eligible
claims.
o. TPA shall guarantee that the turn-azound time for processing claims will be one
week from the date of submission.
p. TPA shall maintain records and accounts of the Plan's operation and prepare and
deliver to the City periodic Client Reports including; but not limited to, standard
reports, election and payTOll processing reports, Participant Balance Report;
Reimbursement Register; Reimbursement for Health Care, Reimbursement for
Dependent Caze; Non-Discrimination Testing upon request and pro~~ision of
requested data and plan year reconciliation reports (only if Wage~Vorks maintains
the bank account). --
q. TPA shall prepaze and deliver a Forfeiture Report to the City at year-end.
r. TPA shall reconcile yeaz-end accounts and provide a written report by May In for
the pre~~ious plan yeaz.
s. TPA shall attend at least one Open Enrollment meeting at the City during the
Annual Open Enrollment period.
t. TPA shall conduct annual non-discrimination testing for both health and
dependent caze accounts and provide an annual «ritten report of the results for the
tests to the City. The testing shall include pre-tax benefits; Health Caze Spending
Account and Dependent Care Spending Account plans. TPA shall perform the
testing afrer annual open enrollment and provision of the requested data from the
City.
u. TPA shall meet with the City staffon an annual basis to re~~iew products; discuss
services and changes in legislation.
v. TPA shall ensure that only designated City staff has access to all City records for
auditing purposes.
B. Date for Commencement of TPA Services:
(~ Same as Effective Date of Agreement
()Other:
C. Dates or Time Limits for Delivery of Deliverables: Not Applicable
D. Date for completion of all TPA services:
The term of this Agreement is from June 1, 2013 through May 31, 2014. The Agreement
may be extended for four (4) four additional one (1) yeaz periods upon approval by the
City in its sole discretion.
qqqq Page 1S
Two Parp' Ae Bement Between the Cip~ of Chul¢ {4sta and Wave R'~~T's 4rrt+. jor Fleaib/e Spending Accourzt (FSA) Adminis(mdon
9. Materials Required to be Supplied by City to TPA:
(x) All available documents related to the administration of the City's Flexible Spending
Accounts, including related City policies and procedures pursuant HIPAA regulations.
10. Compensation:
A. ()Single Fixed Fee Arrangement.
B. OPhased Fixed Fee Anrangement.
C. ()Hourly Rate Arrangement
D. (X) Administrative Pricing
For the performance of all the Defined Services by the Third Party Administrator (TPA)
as herein required, the TPA shall be compensated for all the Defined Services as follows:
Flexible Spending Account Administration Services
• Set-Up Fee: None
• Ongoing Administration Fees
a. TPA shall bill the City in advance for the following month.
Monthly Fee
Participants per Participant
<25 $150 minimum
26-100 $6.00
101-200 $5.75
201-300 ' $'St50
301-400 $5.25
401-500 $ 5.00
501-1.000 $4.75
Enrollment Meetings:
a. One enrollment meeting is provided at no charge.
b. Each subsequent fair is $1000 for full day; $500 for half-day, plus travel
expenses.
c. Teleweb seminars provided at no chazge.
• Benefit Fair:
a. One fair is pro«ded at no charge.
b. Each subsequent fair is $1000 for full day; $~00 for half-day, plus travel
expenses.
• Plan Document and Summary of Plan Document (SPD) Preparation:
a. Included at no charge upon initiation of Plan
p^~ Page 19
Two Part} Agreement Between the Ciry of Chula Vista and Wage~Fs41ld for Flexible Spending Account (FS.4) Adminimadon
• Discrimination Testing:
a. Standard testing provided annually at no additional cost
• Customized reports pro~rided on a time and expense basis; quoted in advance.
• Miscellaneous:
a. Stop payment processine fee of S l i (in addition to any bank chazges) upon the
Citys request if made within 30 days of the date the check was processed. There
will be no charge to City if observing the 30-day waiting period.
b. Retrieval of participants' records is chazged at S~0 after plan designated run-out
period.
Upon Plan Termination:
a. Upon plan termination, claim adjudication run-out fees are 100% of the monthly
administrative fees.
b. Fee based on the number of active participants for the month prior to termination.
TPA agrees that the rates described above are guaranteed until the Agreement expires on May
31; 2016. Afrer that date, if the Agreement is extended pursuant to Section 4 (Term of
Agreement); TPA shall giae the City 180-days written notice of any proposed rate change.
11. Materials Reimbursement Arraneement
For the cost of out of pocket expenses incurred by TPA in the performance of ser~~ices herein
required; City shall pay TPA at the rates or amounts set forth below:
(X)\TOne; the compensation includes all costs.
12. Contract Administrators:
City: Kellev Bacon
Deputy City Manager
Ciri~ of Chula Vista
276 Fourth Avenue
Chula Vista. CA 91910
Telephone: (619) 691-5144
TPA: Sandy Gleason
Director. S1v1B Client Ser~~ces
WaeeR'orks
1100 Park Place. 4`~ Floor
San Mateo. CA 94403
Telephone: (262) 236-3062
Fax: (816) 22~-9199
qq Page 20
Two Pum• Agreement Between the Cry of Chvla I uia and IVage N'~ks fn~for Flesible Spending Aerovm (FSA) Administradort
13. Liquidated Damages Rate:
O $ per day.
()Other:
14. Statement of Economic Interests; TPA Reporting Categories, per Conflict of Interest Code
(Chula Vista Municipal Code chapter 2.02):
()Not Applicable. Not an FPPC Filer.
(X)FPPC Filer
OCategory No. 1. Investments, sources of income and business-interests.
OCategory No. 2. Interests in real property.
OCategory No. 3. Investments, business positions, interests in real property, and
sources of income subject to the regulatory, permit or licensing authority of the
department administering this Agreement.
O Category No. 4. Investments and business positions in business entities and sources of
income that engage in land development, construction or the acquisition or sale of
real property.
()Category No. 5. Investments and business positions in business entities and sources
of income that, within the past two years, have contracted with the City of Chula
Vista or the Citys Redevelopment Agency to provide services, supplies, materials;
machinery or equipment.
()Category No. 6. Investments and business positions in business entities and sources of
income that, within the past two years, have contracted with the department
administering this Agreement to provide services, supplies, materials, machinery or
equipment.
()List `'Third Party Administrator (TPA) Associates" interests in real property within 2
radial miles of Project Property, if any:
15. ()TPA is Real Estate Broker and/or Salesman
16. Permitted Subcontractors:
17. Bill Processing:
q~ Page 21
Two Parry Agreement Between the Ciry ofChu[a Vista artd WageW~~ 4r~ for F[exib[e Spending Account (FSAJ Administration
A. TPA's Billing to be submitted for the following period of time:
(X) Monttily
( )Quarterly
OOther:
B. Day of the Period for submission of TPA's Billing:
(
(
(
(
First of the Month
15th Day of each Month
End of the Month
Other:
C. Cit}~s Account \umber:
13. Security for Performance
()Performance Bond, S
() Letter of Credit, S_
OOther Security:
Type:
Amount: S
ORetention. If this space is checked, then norivithstanding other provisions to the contrary
requiring the payment of compensation to [he TPA sooner; the City shall be entitled to
retain, at their option; either the following "Retention Percentage" or "Retention
Amount" until the City determines that the Retention Release Event; listed below, has
occurred:
( )Retention Percentage:
ORetention Amount: S_
Retention Release Event:
( )Completion of All TPA Services
( )Other:
( )Other: The Retention Amount may be released on a monthly basis provided that
TPA has performed said monthly services to the sole satisfaction of the Assistant City
Manager/Director ofDevelopment Services or his designee.
77 Page 22
Twa Parry Agreement Between the Cuy of Chula lritra and N'age {V~ ~L. for F(esible Spending Aeeouin (FSA) Admini.madon