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HomeMy WebLinkAbout2010-169 [3 6F� ADMINISTRATIVE SERVICES AGREEMENT This Agreement has been entered into by, between and among Indian River County BCC , its affiliates and subsidiaries (hereinafter referred to as " Plan Sponsor" ) and JAG Enterprises, LLC, d.b . a . BenefitsWorkshop (hereinafter referred to as " JAG" ) JAG agrees to provide certain claims and administrative services with respect to a Health Care Flexible Spending Account and Dependent Care Flexible Spending Account program for the provision of Internal Revenue Code Sections 105 , 129 and 125 plan benefits to employees (and their dependents) of Plan Sponsor as set forth in this Agreement . In witness whereof, the parties have caused this Agreement to be signed by the respective , duly authorized officers as of the effective date . Indian River County BCC JAG Enterprises , LLC (Plan Sponsor) d .b . a . BenefitsWorkshop (JAG) by (Title) (Title) Date Date AppROVED AS To FORM AND LEGAL SUFFICIENCY ALAN S, POLACbCMCH COUNTY ATTORNEY Page 1 P In consideration of mutual promises set forth below, Plan Sponsor and JAG agree as follows : L RECITALS 1 . 1 The Plan. The Plan Sponsor has established a Health Care Flexible Spending Account and Dependent Care Flexible Spending Benefit qualified under Internal Revenue Code Sections 105 , 129 and 125 for the provision of benefits to its employees and their dependents . These benefit programs are collectively referred to as the "Plan" . The Plan includes definitions of the benefits payable, conditions applicable to or liniting payment of benefits and the persons entitled to receive benefits . 1 . 2 Plan Description . The benefits, exclusions, limitations , conditions and the benefit levels of the Plan are as described in the Plan Document(s). 1 . 3 Expertise JAG has expertise in the administration of Internal Revenue Code Section 1. 05 , 125 and 129 plans . 1 . 4 Retention of Services ffiPlaii Sponsor desires to retain JAG as the administrator for the limited purpose of providing certain administrative services as set forth in Section IV of this Agreement. 1 . 5 Financial Risk . Only certain enumerated administrative services will be performed by JAG under this Agreement. Plan Sponsor will assume all financial risks associated with the Plan excluding any damages caused by JAG ' s failure to abide by the terns of this Agreement and will have the final authority for approval or disapproval of any disputed or doubtful claim . II . RELATIONSHIP OF THE PARTIES 2 . 1 Limitation of Authorily . It is understood and agreed that Plan Sponsor has full and final authority and responsibility for the Plan and its operation . JAG shall not have any duty or power to act on behalf of Plan Sponsor In connection with the Plan other than as expressly stated. in this Agreement . 2 . 2 Privity of Contract. This Agreement creates no rights or obligations between JAG and the persons covered under the Plan . It is understood and agreed that such persons are not, and shall in no event be construed as , third parry beneficiaries of this Agreement and that no privity of contract shall exist between such persons and JAG . 2 . 3 Legal Action . JAG shall advise Plan Sponsor in writing of all matters which come to their attention involving potential or commenced legal actions against JAG, the Plan, or Plan Sponsor. It is understood and agreed that JAG shall fully cooperate with Plan Sponsor in Plan Sponsor's defense of actions arising out of matters related to services rendered under this Agreement. The Plan Sponsor agrees to reimburse JAG for all reasonable costs incurred as the result thereof excluding costs incurred as a result of JAG ' s failure to perform as required by this Agreement . Page 2 2 .4 Standard of Care JAG may adopt reasonable policies, procedures, rules and interpretations to promote orderly and efficient administration of this Agreement. It is understood and agreed that the services to be performed by JAG under this Agreement necessarily require the exercise of judgment . JAG shall use ordinary care and diligence in the exercise of their powers and the performance of their duties hereunder; however, JAG shall not be liable for any act or omission unless such act or omission is not exercised in good faith. JAG shall not be liable for any loss resulting from any failure of Plan Sponsor to perform any of its duties in a timely manner. Notwithstanding any provision contained in this Agreement, JAG is responsible for any costs incurred by Plan Sponsor or claims against Plan Sponsor which result from JAG ' s negligence or failure to perform its duties under this Agreement. 2 . 5 Independent Contractor . JAG is an independent contractor. Nothing in this Agreement shall create, or be construed to create , the relationship of employer and employee between Plan Sponsor and JAG, or as principal and agent other than as provided in this Agreement. Nor shall Plan Sponsor' s agents, officers, or employees be considered or construed to be the employees of JAG for any purpose whatsoever. IIl . TERM OF AGREEMENT 3 . 1 Tenn . This agreement will become effective October 1 , 2010 ("Effective Date " ) and will remain in effect unless and until terminated as provided below . 312 Termination . This Agreement may be terminated by the Plan Sponsor at any time, for any reason, with thirty (30) days written notice to JAG . JAG may tenninate the Agreement prior to the end of a calendar year only if there is a material failure of the Plan Sponsor to perform its obligations of the Agreement , and after providing written notice of sixty (60) days , during which the Plan Sponsor fails to cure the material failure to perform . 3 . 3 Effect of Tenmination. All duties and obligations of Plan Sponsor and JAG shall cease upon termination of this Agreement, except that : 3 . 3 . 1 JAG shall provide for the return of all physical and electronic records of Plan Sponsor to Plan Sponsor or its designated agent and shall cooperate fully to effect an orderly transfer of services to a new service provider; and 3 . 3 . 2 At Plan Sponsor' s option , if JAG is replaced by another service provider effective at the end of a calendar year, JAG will be responsible for the processing of run- out claims and year end reporting, and 3 . 3 . 3 Plan Sponsor shall be liable for all fees for services performed under this Agreement . Page 3 O A IV . SERVICES TO BE PERFORMED BY JAG 4 . 1 Claims Services . JAG will provide the following claims administrative services for Plan Sponsor with respect to claims presented to JAG for payment during the term of this Agreement ( "Clallns ") : 4 . 1 . 1 Information . Provide information and assistance to Plan participants concerning claims for benefits under the Plan . Provide explanation of benefits for payments made and for denial of benefits . Provide claivn forms as needed . 4 . 1 . 2 Claims Processing. Receive and process Claims received after the Effective Date and pay or deny such Claims for benefits on the basis of IRS guidelines and in accordance with the terns of the Plan Document . 4 . 1 . 3 Debit Card Processing. Issue debit cards to participants , receive and process debit card transactions after the Effective Date , and approve or deny such transactions on the basis of IRS guidelines and in accordance with the terms of the Plan Document. 4 . 1 .4 Payment. Claims payments and debit card transactions will be made by JAG from an account ( "Account") established by JAG . JAG will prepare ch.ecics for such Account and will provide the Plan Sponsor with periodic listings of all checks issued . 4 . 1 . 5 Claiins Review Procedure . If a Plan participant files a written request to JAG for a review of any Claim or debit card transaction processed by JAG, the following procedure shall be implemented : (a) Initial Response by JAG . JAG will investigate the request and provide an appropriate written response to the participant within sixty (60) days after date of receipt of the request . Such response will include notification of a right of appeal to the Plan Sponsor. (b ) Appeals In the event a participant appeals to the Plan Sponsor, JAG will provide the Plan Sponsor with assistance and reconnnendations . It is understood and agreed that the Plan Sponsor is the final arbiter with respect to any and all benefits decisions. 4 . 1 . 6 Records Maintain records of coverage and claims histories of the Plan participants for up to seven (7) years if desired by Plan Sponsor. 4 . 1 . 7 Reports . Provide Plan Sponsor with management reports as mutually agreed upon by Plan Sponsor and JAG . Page 4 a i 4 . 1 . 8 Payments in Error. If it is determined that any payment has been made under this Agreement on behalf of an ineligible person, for an ineligible expense, or if it has been detennined that more or less than the correct amount has been paid by JAG, JAG shall, at the request of Plan Sponsor, make a reasonable effort to recover any such overpayment made or adjust any underpayment, but JAG will not be required to initiate court proceedings for any such recovery . 4 . 1 . 9 Optional FSA Sugport Service . If requested in writing by the Plan Sponsor, JAG will provide sample plan documents for review by the Plan Sponsor ' s attorney, annual nondiscrimination testing support and web -based tools access to assist in the administration of the FSA plans . V . DUTIES OF PLAN SPONSOR 5 . 1 Employee Participation Plan Sponsor shall furnish in a timely manner to JAG such information as may from time to time be required by JAG for the performance of their duties including, but not limited to , adequate and complete information regarding the name, address, Social Security Number, participation dates, and contributions of individual participants in the format specified by JAG . 5 . 2 Account Funding . The Plan Sponsor will, in a timely manner, fund the Account with employee's voluntary payroll deductions, employer contributions and other monies as necessary to cover all checks issued and debit card transactions . JAG is not responsible for funding the Account or paying any banking charges associated with checks refused due to insufficient funds . The Plan Sponsor understands that a mutually agreed level of funding must be deposited with JAG before disbursements can begin . 5 . 3 Payment of Fees for Services In consideration of the performance of the services by JAG as set forth in this Agreement, Plan Sponsor agrees to pay the fees shown in the attached schedule . VI. RIGHT TO AUDIT 6 . 1 JAG shall pen-nit representatives of Plan Sponsor to audit and examine its records and accounts which pertain, directly or indirectly, to the Plan at such reasonable rimes as may be requested by Plan Sponsor. VII . RECORDS 7 . 1 Maintenance . JAG agrees that they shall maintain adequate records of all transactions between themselves and providers , Plan Sponsor, and Plan participants during the period this Agreement remains in force and for a minimum period of two (2 ) years or , at Plan Sponsor ' s option, up to seven (7 ) years thereafter. At the end of such period , such records shall be transmitted to Plan Sponsor. All such records are the property of Plan Sponsor and must be returned to Plan Sponsor or its authorized representatives upon demand . Page 5 7 . 2 hispection . Such records shall be available during normal business hours for inspection by Plan Sponsor, its authorized representative or a duly authorized and properly identified governmental authority. VIII . ASSIGNMENT 8 . 1 Except for an assignment of any rights to receive payment of money, no assignment of any rights or delegation of any duties hereunder by any party shall be valid without the prior written consent of the other parties . IX . GENERAL PROVISIONS 9 . 1 Applicable Law. This Agreement shall be governed by the laws of the State of Florida. 9 . 2 Effective Dates of Notices . If the mail is used to give any notice required hereunder, notice shall be deemed as given five (5 ) days after such notice is deposited in the United States mail with First Class postage prepaid and addressed to Plan Sponsor or JAG at the appropriate address . If the mail is not used , notice shall be deemed as given on the actual date the notice is received by the parry to receive said notice. 9 . 3 Amendment No amendment to this Agreement shall be effective unless it is in writing, attached to or made a part of this Agreement, and it is executed by a duly authorized representative of Plan Sponsor and by an officer of JAG . 9 .4 Additional Documentation JAG and Plan Sponsor agree to execute such additional documents as may be reasonable and necessary to carry out the provisions of this Agreement . 9 . 5 Entire Agreement This Agreement is the entire contract between the parties and supersedes any and all prior understandings or agreements between the parties whether oral or in writing . 9 . 6 Titles Titles or headings are not part of this Agreement and shall have no effect on the construction or legal effect of this Agreement. Page 6 Administrative Services Agreement - Schedule of Fees Indian River County BCC Effective Date — October 1 , 2010 FSA Administration The one- time implementation fee is waived . The monthly administration fee is $ 3 . 09 per participant (in either or both accounts) per month . Participants may elect to receive a debit card as an alternate means of accessing money in the FSA account(s) . There is a debit card administration fee of $ 1 . 50 per Flexible Spending Account participant per month, which will be deducted from the participant ' s account in one lump sum on the date participation begins for the plan year . This fee is not refundable for early termination from the plan . Each FSA employee participant will receive one debit card. The Flexible Spending Account participant may order additional cards or replace lost cards for a fee of $ 5 . 00 per card . This fee is charged to the participant ' s FSA . The use of the debit card does not eliminate the requirement that expenses be substantiated as eligible under IRS guidelines . The employer will be responsible for a minimum deposit of funds to activate the debit cards and prompt replenishment of disbursed funds . The employer is responsible for the operation of the Flexible Spending Account plan and will assist JAG Enterprises , LLCBenefitsWorkshop in recovering any overpayments which may result from the improper use of the debit cards . JAG_ Enterprises , LLCBenefitsWorkshop will not be liable for intentional or unintentional overpayments or any fraudulent use of the cards . Plan Documents and Nondiscrimination Testine There is a $ 100 . 00 annual fee for plan documents for the Section 125 plan and underlying benefits such as the FSAs , and access to our online Section 125 nondiscrimination testing services . cknowledged By. (P Spon r) (Title) (Date) APPROVED AS TO FORM AMD LEGAL SUFFICIENCY BY r— ; ALAN S. POLACKWH Page 7 COUNTY ATTORNEY g