CONTRACT 6521 Professional Services AgreementAgreement No. 6521
Agreement No.
PROFESSIONAL SERVICES AGREEMENT
BETWEEN
; THE CITY OF EL SEGUNDO AND
BENEFIT COORDINATORS CORPORATION
This AGREEMENT ("Agreement") is made and entered into this 1st day of
January, 2023, by and between the CITY OF EL SEGUNDO, a municipal corporation
and general law city ("CITY") and SELF INSURED SERVICES COMPANY DBA
BENEFIT COORDINATORS CORPORATION, an Iowa corporation
("ADMINISTRATOR"). The parties agree as follows:
1. CONSIDERATION.
A. As partial consideration, ADMINISTRATOR agrees to perform the work
listed in the SCOPE OF SERVICES, below;
B. As additional consideration, ADMINISTRATOR and CITY agree to abide
by the terms and conditions contained in this Agreement;
C, As additional consideration, CITY agrees to pay ADMINISTRATOR an
annual sum not to exceed $17,000 for ADMINISTRATOR's services.
CITY may modify this amount as set forth below. Unless otherwise
specified by written amendment to this Agreement, CITY will pay this sum
as specified in the attached Schedule of Fees Exhibit ("Exhibit "D"), which
is incorporated by reference.
2. SCOPE OF SERVICES,.
A. ADMINISTRATOR will perform services listed in the attached Exhibits A,
B, and C, which are incorporated by reference.
B. ADMINISTRATOR will, in a professional manner, furnish all of the labor,
technical, administrative, professional and other personnel, all supplies
and materials, equipment, printing, vehicles, transportation, office space
and facilities, and all tests, testing and analyses, calculation, and all other
means whatsoever, except as herein otherwise expressly specified to be
furnished by CITY, necessary or proper to perform and complete the work
and provide the professional services required of ADMINISTRATOR by
this Agreement.
1 PERFORMANCE STANDARDS. While performing this Agreement,
ADMINISTRATOR will use the appropriate generally accepted professional standards of
practice existing at the time of performance utilized by persons engaged in providing
similar services. CITY will continuously monitor ADMINISTRATOR's services. CITY
will notify ADMINISTRATOR of any deficiencies and ADMINISTRATOR will have fifteen
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(15) days after such notification to cure any shortcomings to CITY's satisfaction. Costs
associated with curing the deficiencies will be borne by ADMINISTRATOR.
4. PAYMENTS. For CITY to pay ADMINISTRATOR as specified by this Agreement,
ADMINISTRATOR must submit a detailed invoice to CITY which lists the services
performed as outlined in Exhibits A, B and C.
CITY shall pay fees to the ADMINISTRATOR as set forth in Exhibit D of this Agreement.
The Setup Fee for the purpose of establishing the services in connection with CITY
shall be due and payable upon execution of this Agreement and shall not be refundable
under any circumstances. The ADMINISTRATOR's fees will be subject to revision at
the contract renewal and any change in fees will be communicated to CITY thirty (30)
days prior to the effective date of the change. ADMINISTRATOR reserves the right, with
30 days' notice, to modify fees if CITY's employee base is modified by a 20% or greater
percentage.
CITY and the ADMINISTRATOR acknowledge that the ADMINISTRATOR'S fees for the
services rendered by the ADMINISTRATOR in connection with the welfare benefit plans
covered by this Administration Agreement (collectively the "Plans") will be paid by CITY,
except as indicated in Exhibit d.
CITY specifically acknowledges that the ADMINISTRATOR will have the right to
immediately terminate services under this Agreement in the event that CITY fails to
comply with the terms of the Agreement in any material respect, including, but not
limited to, any failure by CITY or its agents to pay any fee of the ADMINISTRATOR
when due. In the event of any such termination, the ADMINISTRATOR will notify CITY
prior to the effective date of termination. As an alternative to termination of services, the
ADMINISTRATOR, in its sole discretion, may offer CITY the opportunity to continue
service by paying all past due amounts along with a reinstatement fee.
CITY shall reimburse the ADMINISTRATOR for any expenses incurred for the printing
and postage of any material produced specifically for CITY and sent via U. S. mail to the
participants that is outside the scope of services listed in Exhibits A - D and approved in
advance in writing by CITY.
CITY shall reimburse the ADMINISTRATOR for any charges incurred due to insufficient
funds, returned check fees or the like incurred through CITY's funding of its payment of
fees due the ADMINISTRATOR or claims payments.
5. NON -APPROPRIATION OF FUNDS. Payments due and payable to
ADMINISTRATOR for current services are within the current budget and within an
available, unexhausted and unencumbered appropriation of the CITY. In the event the
CITY has not appropriated sufficient funds for payment of ADMINISTRATOR services
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beyond the current fiscal year, this Agreement will cover only those costs incurred up to
the conclusion of the current fiscal year.
6. FAMILIARITY WITH WORK.
A. By executing this Agreement, ADMINISTRATOR agrees that it has:
Carefully investigated and considered the scope of services to be
performed;
ii. Carefully considered how the services should be performed; and
iii. Understands the facilities, difficulties, and restrictions attending
performance of the services under this Agreement.
B. If services involve work upon any site, ADMINISTRATOR agrees that
ADMINISTRATOR has or will investigate the site and is or will be fully
acquainted with the conditions there existing, before commencing the
services hereunder. Should ADMINISTRATOR discover any latent or
unknown conditions that may materially affect the performance of the
services, ADMINISTRATOR will immediately inform CITY of such fact and
will not proceed except at ADMINISTRATOR's own risk until written
instructions are received from CITY.
7. TERM. This Agreement's term shall be for two years, beginning on the effective
date set forth in the first paragraph herein ("Initial Term"). Following the Initial Term, this
Agreement's term will renew for a period of one year annually (each an "Extension
Term") unless either party notifies the other party, in writing, that it does not seek to
extend the Agreement through an Extension Term, and such notice must be transmitted
to the other party at least 30 days prior to the commencement of the applicable
Extension Term.
Unless otherwise determined by written amendment between the parties, this
Agreement will terminate in the following instances:
A. Completion of the work specified in Exhibits A, B and C;
B. Termination as stated in Section 15.
8. TIME FOR PERFORMANCE.
A. ADMINISTRATOR will not perform any work under this Agreement until:
ADMINISTRATOR furnishes proof of insurance as required under
Section 22 of this Agreement; and
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CITY gives ADMINISTRATOR a written notice to proceed.
B. Should ADMINISTRATOR begin work on any phase in advance of
receiving written authorization to proceed, any such professional services
are at ADMINISTRATOR's own risk.
9. TIME EXTENSIONS. Should ADMINISTRATOR be delayed by causes beyond
ADMINISTRATOR's control, CITY may grant a time extension for the completion of the
contracted services. If delay occurs, ADMINISTRATOR must notify the Manager within
forty-eight (48) hours, in writing, of the cause and the extent of the delay and how such
delay interferes with the Agreement's schedule. The Manager will extend the
completion time, when appropriate, for the completion of the contracted services.
10. CONSISTENCY. In interpreting this Agreement and resolving any ambiguities, the
main body of this Agreement takes precedence over the attached Exhibits; this
Agreement supersedes any conflicting provisions. Any inconsistency between the
Exhibits will be resolved in the order in which the Exhibits appear below:
A. Exhibits A, B, and C: Scopes of Work for FSA, COBRA and Retiree
Administration.
B. Exhibit D: Schedule of Fees
11. CHANGES. CITY may order changes in the services within the general scope of
this Agreement, consisting of additions, deletions, or other revisions, and the contract
sum and the contract time will be adjusted accordingly. All such changes must be
authorized in writing, executed by ADMINISTRATOR and CITY. The cost or credit to
CITY resulting from changes in the services will be determined in accordance with
written agreement between the parties.
12. TAXPAYER IDENTIFICATION NUMBER. ADMINISTRATOR will provide CITY with
a Taxpayer Identification Number.
13. PERMITS AND LICENSES. ADMINISTRATOR, at its sole expense, will obtain and
maintain during the term of this Agreement, all necessary permits, licenses, and
certificates that may be required in connection with the performance of services under
this Agreement.
14. WAIVER. CITY's review or acceptance of, or payment for, work product prepared
by ADMINISTRATOR under this Agreement will not be construed to operate as a waiver
of any rights CITY may have under this Agreement or of any cause of action arising
from ADMINISTRATOR's performance. A waiver by CITY of any breach of any term,
covenant, or condition contained in this Agreement will not be deemed to be a waiver of
any subsequent breach of the same or any other term, covenant, or condition contained
in this Agreement, whether of the same or different character.
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The failure of ADMINISTRATOR to enforce or insist upon compliance with any of the
terms or conditions of this Agreement, the waiver of any term or condition of this
Agreement, or the granting of an extension of time for performance, shall not constitute
the permanent waiver of any term or condition of this Agreement and this Agreement
and each of its provisions shall remain at all times in full force and effect.
15. TERMINATION.
A. Except as otherwise provided, CITY may terminate this Agreement at any
time with or without cause.
B. ADMINISTRATOR may terminate this Agreement at any time with CITY's
mutual consent. Notice will be in writing at least thirty (30) days before the
effective termination date.
C, Upon receiving a termination notice, ADMINISTRATOR will immediately
cease performance under this Agreement unless otherwise provided in the
termination notice. Except as otherwise provided in the termination notice,
any additional work performed by ADMINISTRATOR after receiving a
termination notice will be performed at ADMINISTRATOR's own cost;
CITY will not be obligated to compensate ADMINISTRATOR for such
work.
D. Should termination occur, all finished or unfinished documents, data,
studies, surveys, drawings, maps, reports and other materials prepared by
ADMINISTRATOR will, at CITY's option, become CITY's property, and
ADMINISTRATOR will receive just and equitable compensation for any
work satisfactorily completed up to the effective date of notice of
termination, not to exceed the total costs under Section 1(C).
E. Should the Agreement be terminated pursuant to this Section, CITY may
procure on its own terms services similar to those terminated.
F. By executing this document, ADMINISTRATOR waives any and all claims
for damages that might otherwise arise from CITY's termination under this
Section.
& In the case of a proposed termination by CITY, notice of intent to
terminate services must be sent in writing to the ADMINISTRATOR 90
days prior to the effective date of termination. Upon receipt,
ADMINISTRATOR must return a timeline of actual disengagement of
services. If the CITY'S desired effective date of termination is less than 90
days, CITY will continue to be responsible for any and all fees for 90 days,
and CITY assumes responsibility and liability for any outstanding and new
errors, discrepancies and unresolved issues even if the issue resulted
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from a period during which ADMINISTRATOR was the ADMINISTRATOR.
If CITY requires additional time to access the system beyond the
termination date, a signed amendment is required prior to the termination
date. Access will be granted at a fee of $500 per month. If CITY does not
timely respond with aforementioned amendment and/or payment prior to
the termination date, CITY understands that system access will be
revoked and data will be purged as of the effective date of termination with
no ability to reactivate.
H. All obligations of the ADMINISTRATOR related to the relevant rights of the
employees and their dependents to payment of benefits from the Plan will
be terminated and extinguished on the effective date of termination given
in the notice of this Agreement, except as provided in Section I and J
below.
Either party may terminate this Agreement upon: (i) the occurrence of a
material breach by the other party, which material breach has not been
cured within 30 days after written notice; (ii) termination or suspension by
the other party of its business; (iii) the other party becoming subject to any
bankruptcy or insolvency proceeding under the laws of any jurisdiction; (iv)
the other party is unable to pay its debts as they become due, becomes
insolvent or becomes subject to direct control by a trustee, receiver or
similar authority; or (v) the other party goes into liquidation, voluntarily or
otherwise. This Agreement may be terminated by any federal, state,
municipal, local, territorial, or other governmental department, regulatory
authority, judicial or administrative body, whether domestic, foreign or
international with jurisdiction over the parties ("Regulator"), or by the
parties at the direction of any Regulator.
J. Except for terminations as provided in I above, upon execution of a Run
Out Agreement, the ADMINISTRATOR will continue to process claims
and/or qualifying events incurred prior to the termination date for a period
not to exceed ninety (90) days from the termination date, at the standard
monthly fee.
K, In the event of termination by CITY within the first 12-month contract term,
prior to the first Effective Date renewal, payment for the full term shall
become immediately due and payable to ADMINISTRATOR.
L. In the event of termination (or notice of said termination) by CITY prior to,
within and/or less than 90 days after ADMINISTRATOR has processed or
is expected to process CITY'S open enrollment, ADMINISTRATOR
reserves the right to charge a disengagement fee to recover costs
associated with the open enrollment (EDI programming, system build out,
etc) process.
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16.OWNERSHIP OF DOCUMENTS. All documents, data, studies, drawings, maps,
models, photographs and reports prepared by ADMINISTRATOR under this Agreement
are CITY's property. ADMINISTRATOR may retain copies of said documents and
materials as desired but will deliver all original materials to CITY upon CITY's written
notice. CITY agrees that use of ADMINISTRATOR's completed work product, for
purposes other than identified in this Agreement, or use of incomplete work product, is
at CITY's own risk.
17. PUBLICATION OF DOCUMENTS. Except as necessary for performance of service
under this Agreement, no copies, sketches, or graphs of materials, including graphic art
work, prepared pursuant to this Agreement, will be released by ADMINISTRATOR to
any other person or public CITY without CITY's prior written approval. All press
releases, including graphic display information to be published in newspapers or
magazines, will be approved and distributed solely by CITY, unless otherwise provided
by written agreement between the parties.
18.INDEMNIFICATION.
A. ADMINISTRATOR agrees to the following:
The Administrator does not insure or underwrite the liability of the
CITY under the Plans. CITY retains the ultimate financial and
fiduciary responsibility for claims made under the Plans, and for all
expenses incident to the Plans, except as specifically assumed by
the Administrator in this Agreement.
CITY agrees to indemnify and hold harmless the
ADMINISTRATOR, its successors, and assigns, against any and all
loss, damage, and expense, including attorneys' fees (collectively,
a "loss"), occasioned by claims, demands or lawsuits brought
against the ADMINISTRATOR to recover benefits under the Plans
except to the extent such loss resulted from the fraud, negligence,
or willful misconduct of the ADMINISTRATOR. This section shall
not be construed to prevent CITY from pursuing a breach of
contract action against the Administrator for any failure of the
ADMINISTRATOR to property perform its duties under this
Agreement.
iii. The right to be defended, indemnified and held unharmed,
hereunder shall extend to the ADMINISTRATOR'S employees,
their estates, executors, administrator, guardians, conservators and
heirs and shall apply after the employee ceases employment with
the ADMINISTRATOR with respect to acts or omissions during
employment.
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iv. CITY agrees to indemnify the ADMINISTRATOR for any charges or
fees incurred or arising due to CITY'S lack of timely reporting of
eligibility changes or terminations. This indemnification will extend
to any liability relating to the performance, or failure to perform, of
any agent performing any of CITY'S duties under this Agreement,
including, but not limited to, any failure in the delivery of timely and
accurate enrollment or eligibility data by any agent with which CITY
has contracted to provide such data.
v. The CITY agrees to be unconditionally and without limitation liable
for all transactions effectuated by use of the debit card system, if
applicable, whether authorized or unauthorized, whether utilized by
Employees or some other person, and whether arising from debit
cards lost or stolen. All Employees who are granted use of the
debit card system shall be deemed third party beneficiaries of the
accommodations extended herein and of the terms and conditions
of this Agreement. Accordingly, such Employees shall be jointly
and severally liable with the Employer for any transactions
effectuated under the debit card system issued to the respective
Employee, whether authorized or unauthorized, and whether
arising from lost or stolen debit cards.
vi. The ADMINISTRATOR agrees to indemnify CITY, its successors
and assigns, and hold it unharmed against any and all loss,
damage and expense, including attorneys' fees, occasioned by
claims, demands or lawsuits brought against CITY relating to the
performance of, or failure to perform, the responsibilities placed on
the ADMINISTRATOR by this Agreement. Should CITY be named
in any suit, or should any claim be brought against it by suit or
otherwise, whether the same be groundless or not, arising out of
ADMINISTRATOR's performance of, or failure to perform, its
responsibilities under this Agreement, this Agreement, or its
performance, ADMINISTRATOR will defend CITY (at CITY's
request and with counsel satisfactory to CITY) and will indemnify
CITY for any judgment rendered against it or any sums paid out in
settlement or otherwise.
B. For purposes of this section "CITY" includes CITY's officers, officials,
employees, agents, representatives, and certified volunteers.
C. It is expressly understood and agreed that the foregoing provisions will
survive termination of this Agreement.
D. The requirements as to the types and limits of insurance coverage to be
maintained by ADMINISTRATOR as required by Section 22, and any
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approval of said insurance by CITY, are not intended to and will not in any
manner limit or qualify the liabilities and obligations otherwise assumed by
ADMINISTRATOR pursuant to this Agreement, including, without
limitation, to the provisions concerning indemnification.
19.ASSIGNABILITY. Neither CITY nor ADMINISTRATOR may assign its rights or
obligations under this Agreement, whether by operation of law or otherwise, without the
prior express written consent of the other party.
20.INDEPENDENT CONTRACTOR. CITY and ADMINISTRATOR agree that
ADMINISTRATOR will act as an independent contractor and will have control of all work
and the manner in which it is performed. ADMINISTRATOR will be free to contract for
similar service to be performed for other employers while under contract with CITY.
ADMINISTRATOR is not an agent or employee of CITY and is not entitled to participate
in any pension plan, insurance, bonus or similar benefits CITY provides for its
employees. Any provision in this Agreement that may appear to give CITY the right to
direct ADMINISTRATOR as to the details of doing the work or to exercise a measure of
control over the work means that ADMINISTRATOR will follow the direction of the CITY
as to end results of the work only.
21.AUDIT OF RECORDS. ADMINISTRATOR will maintain full and accurate records
with respect to all services and matters covered under this Agreement. CITY will have
free access at all reasonable times to such records, and the right to examine and audit
the same and to make transcript therefrom, and to inspect all program data, documents,
proceedings and activities. ADMINISTRATOR will retain such financial and program
service records for at least three (3) years after termination or final payment under this
Agreement.
22.INSURANCE.
A. Before commencing performance under this Agreement, and at all other
times this Agreement is effective, ADMINISTRATOR will procure and
maintain the following types of insurance with coverage limits complying,
at a minimum, with the limits set forth below:
Type of Insurance
Commercial general liability
Professional Liability
Business automobile liability
Workers compensation
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Limits
$2,000,000
$1,000,000
$1,000,000
Statutory requirement
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B. Commercial general liability insurance will meet or exceed the
requirements of the most recent ISO-CGL Form. The amount of
insurance set forth above will be a combined single limit per occurrence
for bodily injury, personal injury, and property damage for the policy
coverage. Such insurance will be on an "occurrence," not a "claims
made," basis.
C. Professional liability coverage will be on an "claims made basis." When
coverage is provided on a "claims made basis," ADMINISTRATOR will
continue to renew the insurance for a period of three (3) years after this
Agreement expires or is terminated. Such insurance will have the same
coverage and limits as the policy that was in effect during the term of this
Agreement and will cover ADMINISTRATOR for all claims made by CITY
arising out of any errors or omissions of ADMINISTRATOR, or its officers,
employees or agents during the time this Agreement was in effect.
D. ADMINISTRATOR will furnish to CITY duly authenticated Certificates of
Insurance evidencing maintenance of the insurance required under this
Agreement and such other evidence of insurance or copies of policies as
may be reasonably required by CITY from time to time. Insurance must
be placed with insurers with a current A.M. Best Company Rating
equivalent to at least a Rating of "A:VII."
E. Should ADMINISTRATOR, for any reason, fail to obtain and maintain the
insurance required by this Agreement, CITY may obtain such coverage at
ADMINISTRATOR's expense and deduct the cost of such insurance from
payments due to ADMINISTRATOR under this Agreement or terminate
pursuant to Section 155.
23. USE OF SUBCONTRACTORS. ADMINISTRATOR must obtain CITY's prior written
approval to use any consultants while performing any portion of this Agreement. Such
approval must approve of the proposed consultant and the terms of compensation.
24.INCIDENTAL TASKS. ADMINISTRATOR will meet with CITY monthly to provide
the status on the project, which will include a schedule update and a short narrative
description of progress during the past month for each major task, a description of the
work remaining and a description of the work to be done before the next schedule
update.
25. NOTICES. All communications to either party by the other party will be deemed
made when received by such party at its respective name and address as follows:
If to ADMINISTRATOR: If to CITY:
Benefit Coordinators Corporation City of El Segundo
City of El Segundo Professional Services
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2 Robinson Plaza, Suite 200
Pittsburgh, PA 15205
Attention: Bonnie DeLuca
Phone: 412.446.4639
Email: bdeluca@benxcel.com
Agreement No.
350 Main Street
El Segundo, CA
Attention: Rebecca Redyk
Phone: (310) 524-2335_
Email: rredyk@elsegundo.org_
Any such written communications by mail will be conclusively deemed to have been
received by the addressee upon deposit thereof in the United States Mail, postage
prepaid and properly addressed as noted above. In all other instances, notices will be
deemed given at the time of actual delivery. Changes may be made in the names or
addresses of persons to whom notices are to be given by giving notice in the manner
prescribed in this paragraph.
26.CONFLICT OF INTEREST. ADMINISTRATOR will comply with all conflict of
interest laws and regulations including, without limitation, CITY's conflict of interest
regulations.
27. SOLICITATION. ADMINISTRATOR maintains and warrants that it has not
employed nor retained any company or person, other than ADMINISTRATOR's bona
fide employee, to solicit or secure this Agreement. Further, ADMINISTRATOR warrants
that it has not paid nor has it agreed to pay any company or person, other than
ADMINISTRATOR's bona fide employee, any fee, commission, percentage, brokerage
fee, gift or other consideration contingent upon or resulting from the award or making of
this Agreement. Should ADMINISTRATOR breach or violate this warranty, CITY may
rescind this Agreement without liability.
28. THIRD PARTY BENEFICIARIES. This Agreement and every provision herein is
generally for the exclusive benefit of ADMINISTRATOR and CITY and not for the
benefit of any other party. There will be no incidental or other beneficiaries of any of
ADMINISTRATOR's or CITY's obligations under this Agreement.
29.INTERPRETATION. This Agreement was drafted in and will be construed in
accordance with the laws of the State of California, and exclusive venue for any action
involving this agreement will be in Los Angeles County.
30. COMPLIANCE WITH LAW. ADMINISTRATOR agrees to comply with all federal,
state, and local laws applicable to this Agreement.
31. ENTIRE AGREEMENT. This Agreement, and its Exhibit(s), sets forth the entire
understanding of the parties. There are no other understandings, terms or other
agreements expressed or implied, oral or written. This Agreement will bind and inure to
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the benefit of the parties to this Agreement and any subsequent successors and
assigns.
32. RULES OF CONSTRUCTION. Each Party had the opportunity to independently
review this Agreement with legal counsel. Accordingly, this Agreement will be
construed simply, as a whole, and in accordance with its fair meaning; it will not be
interpreted strictly for or against either Party.
33. SEVERABILITY. If any portion of this Agreement is declared by a court of
competent jurisdiction to be invalid or unenforceable, then such portion will be deemed
modified to the extent necessary in the opinion of the court to render such portion
enforceable and, as so modified, such portion and the balance of this Agreement will
continue in full force and effect.
34.AUTHORITY/MODIFICATION. The Parties represent and warrant that all necessary
action has been taken by the Parties to authorize the undersigned to execute this
Agreement and to engage in the actions described herein. This Agreement may be
modified by written amendment. The effective date of any modification will be the date of
the associated written amendment to this agreement. If either party desires to modify
this Agreement due to a change in the local, state, or federal law, as soon as feasibly
possible thereafter, it shall notify the other party in writing delivered at least 30 days
prior to the effective date of such modification or, in the event of a proposed
modification.
35.ACCEPTANCE OF ELECTRONIC SIGNATURES. The Parties agree that this
Agreement, agreements ancillary to this Agreement, and related documents to be
entered into in connection with this Agreement will be considered signed when the
signature of a party is delivered by electronic (.pdf) or facsimile transmission. Such
electronic or facsimile signature will be treated in all respects as having the same effect
as an original signature.
36. CAPTIONS. The captions of the paragraphs of this Agreement are for convenience
of reference only and will not affect the interpretation of this Agreement.
37. TIME IS OF ESSENCE. Time is of the essence for each and every provision of this
Agreement.
38. FORCE MAJEURE. Should performance of this Agreement be prevented due to fire,
flood, explosion, acts of terrorism, war, embargo, government action, civil or military
authority, the natural elements, or other similar causes beyond the Parties' reasonable
control, then the Agreement will immediately terminate without obligation of either party
to the other.
39.STATEMENT OF EXPERIENCE. By executing this Agreement, ADMINISTRATOR
represents that it has demonstrated trustworthiness and possesses the quality, fitness
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and capacity to perform the Agreement in a manner satisfactory to CITY.
ADMINISTRATOR represents that its financial resources, surety and insurance
experience, service experience, completion ability, personnel, current workload,
experience in dealing with private consultants, and experience in dealing with public
agencies all suggest that ADMINISTRATOR is capable of performing the proposed
contract and has a demonstrated capacity to deal fairly and effectively with and to
satisfy a public CITY.
40. CITY'S PLANS. Benefits under the Plans covered by this Agreement are provided
solely from CITY's general assets and insurance purchased by CITY (if any). If the
Plans provide for employee contributions through payroll withholding, CITY represents
to the ADMINISTRATOR that it will comply in all material respects with the requirements
of all applicable laws, including those related to trust, reporting and disclosure
requirements under the Employee Retirement Income Security Act of 1974 ("ERISA") if
applicable.
41. CONFIDENTIAL INFORMATION. The parties hereto will maintain the confidentiality
of all medical, prescription, and other patient -identifiable health information relating to
claims administered under this Agreement in accordance with applicable laws and
regulations, including the Health Insurance Portability and Accountability Act of 1996
("HIPAA"), as may be amended from time to time. The parties acknowledge that the
ADMINISTRATOR will have access to Patient Information in order to provide services
and/or perform the obligations undertaken herein and that Patient Information may be
obtained from and/or distributed to CITY and/or any other third party in connection with
services provided herein, including any and all disclosures made by the
ADMINISTRATOR, such as, but not limited to, those made to a new vendor upon
transition of services following termination of this Agreement.
CITY acknowledges that certain management reports, reporting packages, utilization
data, and/or claims information may contain Patient Information. CITY further
acknowledges that (i) its request to the ADMINISTRATOR to disclose Patient
Information to any third party (e.g. broker, healthcare consultant, etc.) constitutes
CITY'S direction and authorization to disclose such information to the third party; and (ii)
the ADMINISTRATOR will disclose such information pursuant to CITY'S direction until
such time as the ADMINISTRATOR receives written notice from CITY to cease further
disclosures. CITY acknowledges the requirements and obligations under HIPAA
regarding the disclosure of Patient Information to third parties on its behalf.
Accordingly, if and when required, CITY agrees to enter into "Business Associate"
contracts (as such term is defined in Title 45, Section 160.103 of the Code of Federal
Regulations) with such parties as well as any other agreements required by state,
federal law or regulation.
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EXHIBIT A - FLEX EXHIBIT
Flexible Spending Administration
Employer hereby appoints the Administrator as flexible spending administrator ("Flexible
Spending Administrator"), under Employer's employee welfare benefit plan identified below
(the "Plan"), and Administrator agrees to act as Flexible Spending Administrator for the Plan
under the following terms and conditions:
SECTION I - PLAN INFORMATION
1.1 Plan Name: City of El Se g undo Flexible Spending Plan.
1.2 The Plan Year shall be each twelve consecutive month period commencing on 1 1 and
ending on 12 31.
SECTION II - FINANCING OF PLAN BENEFITS
2.1 Benefits under the Plan are provided solely from salary reduction agreements between
the participant and Employer under which the participants elect to reduce their
compensation or to forgo increases in compensation and to have such amounts
contributed, as Employee contributions, by Employer on their behalf.
2.2 In disbursing money to pay requests for reimbursement or expenses under the Plan, the
Flexible Spending Administrator shall act as Employer's agent. The Flexible Spending
Administrator shall maintain a bank account solely for the payment of requests for
reimbursement under this Plan and plans maintained by other employers. Employer's
deposits to such bank account shall remain a part of Employer's general assets, subject
to the claims of its creditors and subject to return to Employer on demand, until Flexible
Spending Administrator shall have disbursed checks drawn on such account in payment
of requests for reimbursement under the Plan.
2.3 The Flexible Spending Administrator shall pull funds into this account as necessitated by
employee requests; debit cards within 24-48 hours of card transaction, and once a week
for checks and direct deposit reimbursements. However, the Flexible Spending
Administrator shall have no duty to pay benefits under the Plan out of its own assets or
otherwise, except from amounts Employer deposits in the account.
2.4 The Flexible Spending Administrator does not hold deposits on behalf of the Plan at any
time. All funds that are requested from the Employer are immediately reimbursed to
claimants under the Plan or are reimbursed for debit card transactions that were
advanced at point of sale by the Administrator.
SECTION III - FLEXIBLE SPENDING ADMINISTRATOR'S RESPONSIBILITIES
In consideration of the fees to be paid to it, Flexible Spending Administrator shall provide the
following services:
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3.1 The Flexible Spending Administrator shall assist Employer in the administration of the
Plan as Employer may request from time to time, including:
(a) Aiding Employer in the preparation of plan documents, including Employer's
Flexible Spending plan document and summary plan description.
(b) Advising Employer with respect to benefit and plan revisions.
(c) Furnishing administrative forms necessary for processing of requests for
reimbursement including request for reimbursement forms, check stock, and
explanation of benefit forms.
(d) Arranging for the printing of debit cards to be issued to employees.
(e) Providing access to the debit card system for reporting of transactions, usage,
and required funding of claims reported through the use of the debit card
system.
(f) Adjudicating and paying valid claims not processed through the debit card
system.
(g) Suspending and/or revoking debit card system privileges for inappropriate,
fraudulent or questionable use.
3.2 In accordance with policies, interpretations, rules, practices and procedures adopted by
Employer or the Plan Administrator, the Flexible Spending Administrator shall:
(a) Receive and adjudicate all requests for reimbursements in accordance with the
benefit levels and provisions of the Plan
(b) Periodically audit requests for reimbursements made through the debit card
system in accordance with the benefit levels and provisions of the Plan.
(c) Assist Employer in enrolling all eligible employees who desire to participate in
the Plan.
(d) Make payments, with Employer funds provided pursuant to Section II, in the
amount due with respect to request for reimbursements that qualify under the
Plan.
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3.3 To the extent of information available to it and within the scope of its professional
ability, the Flexible Spending Administrator shall assist Employer in the preparation of
any report, returns, or similar paper required by any political subdivision, state, or the
Federal Government pertaining to the operation or management of the Plan.
3.4 The Flexible Spending Administrator shall render monthly reports to Employer, which
shall include the following:
(a) A monthly accounting of payments made, with sufficient detail to provide for the
audit and control of funds used.
(b) A statement of the fees payable to the Flexible Spending Administrator„
(c) Any other costs incurred by the Flexible Spending Administrator on behalf of the
Plan.
Failure of Employer to object to any report within 30 days of the date of mailing shall
constitute Employer's approval of the Flexible Spending Administrator's actions as
regarding any and all request for reimbursement data, transactions, fees, invoices
and/or costs described therein.
3.5 During the continuation of this agreement, the Flexible Spending Administrator shall
indemnify Employer and hold it unharmed against any loss, damage, and expenses with
any dishonest, fraudulent or criminal acts of Flexible Spending Administrator's
employees, acting alone or in collusion with others. The Flexible Spending
Administrator shall maintain blanket fidelity bond coverage for such losses with a limit
of not less than $500,000.
SECTION IV — CITY'S RESPONSIBILITIES
Employer shall:
4.1 Furnish the Flexible Spending Administrator with a complete copy of the Plan..
4.2 Determine the request for reimbursement and administration procedures and practices
to be followed by the Flexible Spending Administrator which are not self-evident from
the Plan.
4.3 Assist in the initial and on -going enrollment of the employees in the Plan.
4.4 Provide directly or through the Plan all materials and documents, including summaries
for employees, forms or supplies as may be necessary or convenient for the operation of the
Plan or to satisfy the requirements of governing law.
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4.5 Provide timely and accurate information to enable Flexible Spending Administrator to
fulfill its obligations under this Agreement.
4.6 Recover and fund overpayments made due to abuse of the debit card system, including,
but not limited to, purchases of non -covered items or services through payroll deductions from
the employee.
SECTION V - MAKING PAYMENT OF REQUESTS FOR REIMBURSEMENT UNDER THE PLAN
5.1 The Flexible Spending Administrator shall receive any request for reimbursement for
benefits made in the appropriate manner, and after due investigation and verification of
the statements contained in the request, determine the eligibility of the claimant for
reimbursement. If the facts stated in such request or determined by investigation
entitle the claimant to receive reimbursement from the Plan, the request will be
processed. If Flexible Spending Administrator finds that the claimant is not entitled to
reimbursement under the Plan, the Flexible Spending Administrator shall deny the
request for reimbursement.
5.2 The Flexible Spending Administrator's determination and any determination by Employer on
review shall be in accordance with the claims procedures set forth in the Plan, which
procedures will be compliant with ERISA and all Department of Labor regulations governing
claims procedures in employee benefit plans, as they may be amended from time to time.
The Flexible Spending Administrator will not be obligated to follow any claims procedures
that do not comply with ERISA or Department of Labor regulations, or any claims
procedures which require the Flexible Spending Administrator to deviate from procedures
customary in the administration of flexible benefit plans such as the Plan.
5.3 In processing claims under this Agreement, the Flexible Spending Administrator is acting
only as an agent of Employer. The Flexible Spending Administrator shall at all times be
considered an independent contractor who provides only the claims administration
services outlined in this Agreement, for the fees indicated. The provisions of this
Agreement shall not be construed to make the Flexible Spending Administrator a
"Trustee," "Administrator" or "Fiduciary" of the Plan, as such terms are defined or used
in ERISA or the regulations thereunder, and no such relationship is intended to be
created by the parties to this Agreement.
5.4 Employer reserves the right and retains the sole responsibility to make all final decisions
under the Plan except as governed by law. If the Flexible Spending Administrator has
denied a claim in whole or in part as being ineligible for payment under the terms or
benefit limits of that Plan, and Employer directs that the denied claim be paid, the
Flexible Spending Administrator will pay the claim pursuant to Employer's decision and
direction. The Flexible Spending Administrator bears no responsibility where
Employer's decision to reverse the Flexible Spending Administrator's initial and/or final
denial conflicts with ERISA or Department of Labor regulations.
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SECTION VI - INCORPORATION BY REFERENCE
6.1 The terms and provisions of the Administration Agreement are made a part hereof and
incorporated herein by reference.
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EXHIBIT B - COBRA EXHIBIT
COBRA Administration
Employer hereby appoints the Administrator as COBRA Administrator, under Employer's
employee welfare benefit plan identified below. The Administrator agrees to act as COBRA
Administrator for Employer and to provide the following administrative services to aid
Employer in complying with the continuation of coverage provisions of the Consolidated
Omnibus Budget Reconciliation Act (hereinafter referred to as "COBRA"), effective 1 1 2023
under the following terms and conditions of this Agreement:
SECTION I - PLAN INFORMATION
1.1 Plan Name(s): City of El Segundo Health and Welfare Benefit.
SECTION II —THE ADMINISTRATOR'S RESPONSIBILITIES
2.1 Initial Notice of COBRA rights to active employees (if elected below). This service is
available to Employer only if the Administrator is providing active healthcare billing.
2.2 Notifications to qualified beneficiaries, including:
(a) COBRA Continuation Election Form
(b) Notification of late COBRA election
(c) Notification of late or incorrect initial check
(d) Notification to COBRA participants of the Administrator as new administrator
(e) Carrier Rate change notification
(f) Notice of Conversion Rights including general notice of California Bill No. 1401
where applicable.
(g) Notification at end of maximum coverage period
(h) Cancellation due to non-payment or late payment of premium
2.3 Monthly Premium Billing of COBRA participants, sent directly to participants.
2.4 Monthly reports posted to BenXcel:
(a) COBRA Participant Notification Report
(b) COBRA Participant Report
2.5 Monthly collection of active COBRA Participant premiums (via lockbox)
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2.6 Monthly premium remittance to Employer (if Employer is responsible for remittance to
carrier) or to carrier (if the Administrator is responsible for remittance to carrier) for
Employer's portion of monthly COBRA premium. (Carrier notification and remittance
responsibilities are as set forth in the "Carrier Notification and Remittance" section on
the last page of this Agreement.)
2.7 If the Administrator confronts a question of interpretation of the requirements of
COBRA that is not answered by the COBRA provisions of the plan, the Administrator will
promptly so inform Employer and abide by Employer's determination as to the
requirements of COBRA.
2.8 Nothing in this Agreement shall be construed to require the Administrator to provide
COBRA administration services with respect to any employee benefit plans (e.g., flexible
spending accounts, HRAs, health savings accounts, etc.) maintained by Employer other
than the Plan identified in Section I above Notwithstanding the foregoing, the
Administrator will be responsible for COBRA administration services with regard to such
other plans if such other plans are provided to Employer by the Administrator and the
Administrator specifically agrees to be responsible for COBRA administration with
regard to such other plans.
SECTION III — CITY'S RESPONSIBILITIES
3.1 Employer will promptly forward to the Administrator copies of all notices of qualified
beneficiaries under ERISA section 606(3) that a Qualified Event described in ERISA
section 603(3) or 603(5) has occurred within thirty (30) days of the Qualifying Event.
3.2 Qualifying Event notices sent to the Administrator from Employer will include:
(a) the date and type of Qualifying Event (including identification of any absence
due to service in the uniformed services of the United States);
(b) the names of all qualified beneficiaries;
(c) the last addresses known to the sponsor of all qualified beneficiaries;
(d) the Social Security numbers or participant identification numbers of all qualified
beneficiaries; and
(e) the date when coverage will cease absent an election of continuation coverage
under COBRA.
3.3 Employer shall notify COBRA participants of plan changes and provide participants with
any other materials regarding the plan, such as benefit booklets, identification cards,
and claim forms, from time to time as changes require.
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3.4 Except as specifically provided in the "Carrier Notification and Remittance" section of
this Agreement, Employer shall notify and remit premiums to all applicable insurance
carriers, in accordance with the carriers' billing policies. In order to facilitate Employer's
performance of these duties, the Administrator will notify Employer when a qualified
beneficiary has elected COBRA continuation coverage or terminated COBRA
continuation coverage. The Administrator will notify carriers and remit premiums only
as specifically provided in the "Carrier Notification and Remittance" section on the last
page of this Agreement. (The Administrator will provide such notification and
remittance services only if the Administrator is providing billing administration services
with respect to Employer's active employees.) For those insurance carriers which the
Administrator directly notifies and/or remits, Employer, as the Plan Administrator, is
ultimately responsible for complying with all carrier eligibility and payment provisions.
3.5 Unless otherwise noted on the Schedule of Fees Exhibit attached hereto, Employer will
notify active participants of their general COBRA rights, by means of the Initial Notice of
COBRA Rights referred to in section 606(a)(1) of ERISA.
CARRIER NOTIFICATION AND REMITTANCE
Employer will be responsible for notification and remittance to all insurer carriers, with the
following exceptions:
Party Responsible Party Responsible
Carrier Plan for Notification for Remittance
Met Life Dental BCC BCC
VSP Vision BCC BCC
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EXHIBIT C - RETIREE BILLING EXHIBIT
Retiree Billing and Remittance Services
Employer hereby appoints the Administrator to provide retiree billing and remittance services
(the "Services") under Employer's employee welfare benefit plan(s) identified below. The
Administrator agrees to provide the Services, effective 1/1/2023, under the following terms and
conditions of this Agreement:
SECTION I - PLAN INFORMATION
1.1 Plan Name(s) City of El Segundo Retiree Plan.
SECTION II —THE ADMINISTRATOR'S RESPONSIBILITIES
2.1 Maintain eligibility for the various insurance products under the Plan in accordance with
the carrier policies.
2.2 Update coverage amounts when approval notification has been received from a carrier
when applicable.
2.3 Invoice individual retirees for premiums relating to any coverages for which the retirees
are required to pay.
2.4 Remit retiree premiums back to Employer, when active employee premiums for
products are not being invoiced by the Administrator or to the carrier but when the
Administrator is invoicing Employer for the active employee premiums for the products.
SECTION III - CITY'S RESPONSIBILITIES
3.1 Provide employee eligibility information and documentation to the Administrator on a
timely basis.
3.2 Review monthly invoices for errors and/or omissions, and promptly (and in no event
later than 60 days) notify the Administrator of any such errors or omissions.
3.3 Remit fees to the Administrator on a timely basis.
3.4 Provide timely notification of all Plan, rate and insurance carrier changes to the
Administrator.
SECTION IV - INCORPORATION BY REFERENCE
4.1 The terms and provisions of the Administration Agreement are made a part hereof and
incorporated herein by reference.
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EXHIBIT D - SCHEDULE OF FEES EXHIBIT
Schedule of Fees os of 11112023
Flexible Spending Account Administration:
Initial, non-refundable Setup Fee due upon
execution of this Agreement:
Monthly Administration Fee:
Minimum Monthly Fee:
Annual Renewal Fee:
Debit Card Fee:
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$20•00
$4.75 per Participating
Employee
$125.00
$n a
$0.00*
*BCC receives a small percentage of each debit card swipe from Alegeus Technologies, LLC to
offset any expenses in issuing debit cards to the employees or dependents over the age of 18.
COBRA Administration:
Initial, non-refundable Setup Fee due upon
execution of this Agreement: $250.00
Monthly Administration Fee (with initial $0.80
Notices):
Minimum Monthly Fee $125.00
COBRA Initial Notice to Active Participants (if $n a per notice
elected):
Carrier File Fee: $3000.00
BCC retains 2% - BCC invoices the COBRA participant the monthly premium plus 2% (BCC
retains) representing the COBRA Administration allowance permitted under The Consolidated
Omnibus Budget Reconciliation Act.
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Retiree Administration:
Initial, non-refundable Setup Fee due upon
execution of this Agreement:
Monthly Administration Fee:
Minimum Monthly Fee-,.
Other Fees and Services:
Annual COBRA and Retiree Open Enrollment
Fulfillment/Communication Services
0 OPTION A: Census Report
OPTION B: Website & Notification Letters
Printed open enrollment packet fulfillment charge
Additional Services and Materials
Wire Transfer Fee:.
Development hours exceeding standard
development time (as quoted per project)
ACH Transfer Fee:
Non -Sufficient Funds Fee:
Reinstatement Fee:
Meetings, Health Fairs
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$1,500
$5.50 Per Retiree Per Month
$125.00
No Charge
$250 PER WEBSITE, and
$4 PER LETTER
$25.00 per packet; must be pre -
approved by client prior to
mailing
Fees quoted upon request
$25.00 per wire
$125/hour
No Charge
$25.00 per rejected
check/transaction
Determined by Administrator at
time of reinstatement
No charge for webinars. On -site
meetings may incur time/travel
charge. Fee will be quoted
when a meeting is requested.
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[Signatures on next page]
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IN WITNESS WHEREOF the parties hereto have executed this Agreement the
day and year first hereinabove written.
CITY OF EL SEGUNDO
x/2
Rebecca � � s
Rebyk„
Human Resources Director
ATE�S
Tr y Weaver,
City Clerk
APPROVED AS TO FORM:
MARK.D, HENSLEY
Joaqurn VAzg e ,
DeputV City Attorney
Insura a Approval:
Hank u Rlsk Manager
City of El Segundo Professional Services
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SELF INSURED SERVICES COMPANY
db BENEFIT COORDINATORS
�POR TION
Susan Zajacs`'
VP, Pittsburgh Operations
Tax ID No.:42-1144827