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HomeMy WebLinkAbout2004-169 ORIGINAL jqq 7 FLEXIBLE BENEFIT PLAN SERVICE AGREEMENT CONTRACT CIRCUIT COURT OF INDIAN RIVER COUNTY THE FLEX COMPANY OF AMERICA, INC . SECTION 125 AGREEMENT FOR SERVICE THIS AGREEMENT entered into as of the First day of October 2004 , between The Flex Company of America , Inc . ( hereinafter " TFC " ) and Circuit Court of Indian River County ( hereinafter " Employer" ) . WHEREAS , a Flexible Benefit Plan ( " Plan " ) , is to be established by the Employer and designed to comply with Section 125 of the Internal Revenue Code ( " Code IT WHEREAS , the Plan incorporates professional material , and internally developed corporate information and proprietary software and recordkeeping services . NOW , THEREFORE , IN CONSIDERATION OF THE MUTUAL PROMISES AND AGREEMENTS HEREIN CONTAINED , THE RECEIPT AND SUFFICIENCY OF WHICH ARE HEREBY ACKNOWLEDGED , THE PARTIES AGREE TO THE FOLLOWING TERMS : SECTION 1 - TFC RESPONSIBILITIES 1 . 1 TFC ' s services shall include preparation of an individualized Flexible Benefit Plan Document , Adoption Resolution and Summary Plan Description unless Employer chooses not to have TFC prepare these items . 1 . 2 TFC agrees to make available the Plan materials to be used for the sole use of the Employer' s Plan and not for distribution to others . Stock communication and enrollment materials will be included as outlined in the attached Fee Schedule . 1 . 3 TFC agrees to provide recordkeeping , reports and administration services as outlined in the attached Fee Schedule . 1 . 4 Data held in TFC ' s administration system and online is the legal property of TFC . 1 . 5 TFC shall have the right to retain , at its own cost , outside services in preparing , implementing and operating the Plan . 1 . 6 One ( 1 ) check register will be faxed or emailed ( based on Employer choice ) to Employer designee weekly listing either reimbursement activity for the given week or stating that no reimbursements were processed . If faxed and receiving fax system is busy or otherwise unable to answer calls , TFC will attempt to resend fax up to five ( 5 ) times . SECTION 2 - EMPLOYER RESPONSIBILITIES 2 . 1 The Employer retains TFC as Plan Service Provider for the Employer' s Plan and authorizes TFC to perform all functions necessary to prepare , implement , and operate the Employer' s Plan to comply with legal requirements set forth in the current governmental regulations . The Employer as Plan Administrator/Sponsor has ultimate fiduciary responsibility and claims authority . 2 . 2 The Employer agrees to provide data that TFC needs in communication and enrollment of the Plan in a timely manner. 2 . 3 The Employer recognizes that the Plan Document is an important legal document and that it has been prepared to conform to the desired provisions of the program . TFC cannot be responsible for the legal or tax aspects of the Plan or its appropriateness for the Employer' s situation . If Employer/ Employer' s representative requires customized language to be incorporated into the Plan ' s legal document( s ) , Employer agrees to pay an hourly fee plus expenses for customization . 2 . 4 The Employer understands that requests for reimbursement are electronically scanned and digitally saved according to , among other items , date received . TFC utilizes commercially reasonable hardware , software , and corresponding procedures to safeguard the digital images . 2 . 5 The Employer understands TFC destroys all paper records including requests for reimbursement within either : 1 ) a reasonable time period after the paper record has been electronically scanned and verified , or 2 ) the retention period required by law . After such time period , the paper records are professionally destroyed when necessary and certificate verification filed at TFC . 2 . 6 The Employer agrees to notify TFC about any required Employer sponsored plan design amendment( s ) affecting its Plan , such as employee classification , new hire eligibility , plan year , etc . If so contracted and paid , TFC will prepare and provide Employer with updated legal documents . Plan amendment fees will apply . 2 . 7 The Employer is required to provide TFC with highly compensated and key employee information for nondiscrimination testing on a timely basis to perform required testing . If one or more tests fail , the Employer is responsible to make the necessary adjustments and to notify TFC of such adjustments after receiving notification from TFC . TFC cannot be responsible for any penalties or fines imposed by governmental agencies as a result or lack of these tests . 2 . 8 If a Form 5500 filing is required , and TFC is so contracted , the Employer must complete the necessary data information , and return it to TFC in a timely manner for TFC to prepare a signature- ready Form 5500 filing . The Employer is responsible for reviewing all filings for accuracy prior to mailing to the appropriate governmental agency . TFC cannot be responsible for any penalties or fines imposed by governmental agencies as a result or lack of these filings . 2 . 9 The Employer is required to distribute Summary Plan Description ( SPD ) , Summary Material Modifications ( SMM ) , and/or Summary Annual Report ( SAR ) as defined in the current governmental regulations . 2 . 10 The Employer agrees to protect TFC against checking account deficits . 2 . 11 In the event a claim for reimbursement is denied or pending , the Employer understands that the ultimate authority is with the Employer and any complaints shall be directed or filed with the Employer. 2 . 12 If the Employer had the Plan in place prior to TFC being contracted as Plan Service Provider, TFC cannot be held responsible for any prior plan year requirements including , but not limited to : Plan Document, Adoption Resolution , Summary Plan Description , Form 5500 preparation , nondiscrimination testing , employee communication , and Plan administration . 2 . 13 Employer designee must audit check register for accuracy . If any discrepancies occur , Employer designee must notify TFC within one ( 1 ) business day . 2 . 14 In order to ensure proper communication between Employer' s employees and TFC , Employer is responsible for periodically downloading reports from The Flex Company' s web site and administering self-audits comparing TFC data to actual payroll and human resources data . 2 . 15 Employer agrees to notify TFC of changes in fax numbers or e- mail addresses used in the delivery of check registers . If the check register serves a critical purpose in Employer' s accounting and funding purposes , Employer agrees to notify TFC if check register is not received by 4 : 00 p . m . CST on the specified check register delivery day . 2 . 16 Employer agrees to notify TFC of any employee new hires , terminations , or other changes via the paper Flex Benefit Plan Enrollment/Change Form or electronically through TFC ' s corporate website . TFC will process these changes within a reasonable time . If another method will be used , please state and initial the method : SECTION 3 - FEES AND PAYMENT TERMS 3 . 1 The Employer agrees to pay to TFC the fees for all contracted services as detailed in the Fee Schedule hereto attached . 3 . 2 The fees will be payable by Employer to TFC net upon receipt of invoice or through a convenient pay plan whereby a direct deduction is made from the Employer' s bank account. Should Employer dispute any portion of the invoice , Employer must inform TFC in writing of the circumstances of the dispute and pay the undisputed portion within the time- required period . Employer agrees to adhere to these payment policies and to pay reasonable collection and attorney fees in the event of default . 3 . 3 Notwithstanding anything herein to the contrary , TFC reserves the right to change fees for all contracted services from time to time after the initial term of this Agreement as specified in the attached Fee Schedule . Written notice of any price change will be provided not less than thirty ( 30 ) days prior to such change . 3 .4 The Employer is responsible for the collection of fees from its employee participants , if applicable . 3 . 5 The Employer agrees to pay TFC a processing fee for any specially issued reimbursements requested , including lost or stolen checks . 3 . 6 If TFC was contracted to prepare the Plan ' s legal documents , the Employer agrees to pay an annual fee as stated in the Fee Schedule hereto attached at the start of each plan year ( net upon receipt) to have TFC update the legal documents with all current governmental regulation changes that apply . 3 . 7 The Employer agrees to pay bank service fees , travel expenses (where applicable ) and production and printing costs if customized materials are requested . 3 . 8 The fees and other amounts payable from Employer to TFC under this Agreement do not include any expenses of the Plan that may be assessed or imposed by any governmental agency as a result of a Plan audit in which TFC is required to participate . Employer shall directly pay any such expenses assessed against it regardless if the audit is performed on or offsite and Employer shall promptly reimburse TFC for any and all expenses as a result of such audit . 3 . 9 The Employer maintains responsibility to pay an administration fee for all terminated employees who have participated in any of the Employer' s flexible spending accounts for the remainder of the plan year in which the employee terminated employment in addition to the run -out period for continued tracking and servicing as required by governmental regulations . 3 . 10 In addition to the fees set forth in the attached Fee Schedule , The Employer agrees that should TFC be required or requested to provide any services or supplies which are ( 1 ) not specified in this Agreement; ( 2 ) not known or should not have reasonably been known by TFC when the fees were established ; or ( 3 ) due to the Employer' s negligence or untimely discharge of obligations under this Agreement , TFC will be due fees in regard to providing such extra services and supplies . 3 . 11 Any overpayments made to employees as a result of the Employer' s failure , neglect , or delay of responsibility in aforementioned 2 . 16 will be the liability of the Employer . Any subsequent bank charges as a result of the aforementioned will be the liability of the Employer . SECTION 4 - DURATION OF AGREEMENT 4 . 1 There will be no additional charge for services performed for the administration of claims processed ( incurred by plan year-end but not submitted ) during the run -out period as defined in the Plan Document unless Employer terminates services provided by TFC (See Section 7. 6 for further clarification) . 4 . 2 This Agreement shall remain in effect for a period of 36 months from the start of the initial plan year, after which it shall be renewed automatically on the plan year anniversary date for successive twelve ( 12 ) -month periods ( " Renewal Terms " ) , unless one party notifies the other in writing at least sixty ( 60 ) days prior to the renewal date that it does not intend to renew . SECTION 5 - TERMS OF AGREEMENT 5 . 1 Nothing contained herein shall obligate the Employer to utilize TFC as its agent or broker in providing group benefits to employees . 5 . 2 Neither TFC nor the Employer may act on behalf of the other party except as provided for in this Agreement and neither party may bind nor execute a release on behalf of the other party except as authorized in writing by the other party . 5 . 3 This Agreement constitutes the entire understanding of the parties and may be modified only in writing executed by both parties . It shall be binding upon both parties and their successors or assigns and shall be interpreted under applicable state and federal law . SECTION 6 - PROPRIETARY INFORMATION AND CONFIDENTIALITY 6 . 1 To the extent allowed by law , each party agrees to hold the other party' s Proprietary Information in strictest confidence and represents and warrants that it will use reasonable due diligence so that neither it nor its agents or employees shall use such Proprietary Information outside the scope of this Agreement , nor disclose , publish , duplicate , reproduce or permit the transfer of, or otherwise make available , directly or indirectly , such Proprietary Information , in whole or in part , to persons other than the receiving party' s employees or agents who have a " need to know" for the purposes of this Agreement . To the extent allowed by law, toward those ends , each party will use at least the same degree of care to maintain the other party' s Proprietary Information and to prevent its publication , dissemination or disclosure to third parties as said party uses with respect to its own Proprietary Information and materials and the information and materials of its clients . This Section ( 6 . 1 ) shall survive a termination of this Agreement. 6 . 2 The following shall be deemed " Proprietary Information " of TFC , respectively , for the purposes hereof: all information regarding the development , use and operation of the Plan , and any changes , modifications , enhancements or additions thereto , including but not limited to marketing materials , reference manual , documentation , software , forms , communication materials , " know- how" and similar information generally regarded as confidential . 6 . 3 Employer agrees that all of the Proprietary Information of TFC is owned by and shall remain the exclusive property of TFC . SECTION 7 - TERMINATION OF SERVICE CONTRACT 7 . 1 Notification of termination of service contract shall be deemed duly given if delivered by certified or registered mail with postage prepaid to TFC sixty (60 ) days prior to renewal date . Without exception , if notification is not received sixty ( 60 ) days prior to the renewal date , the contract will remain in force for one additional renewable term . 7 . 2 Either party shall have the right to immediately terminate this Agreement granted hereunder if the other party violates any material provision of this Agreement and fails to cure such violation within thirty ( 30 ) days following receipt of written notice thereof. Nonpayment of any amounts due hereunder shall be deemed a material violation . 7 . 3 Notwithstanding the preceding paragraphs , either party may terminate this Agreement for cause at anytime . " Cause " shall be limited to any of the following reasons : ( a ) if either party becomes bankrupt or insolvent; ( b ) if either party fails to perform its duties hereunder and such failure is not cured within thirty ( 30 ) business days of receipt of written notice thereof; ( c) if all or any portion of the Plan fails to comply with applicable provisions of the Code and regulations thereunder or state regulations ; or ( d ) if some or all of the Plan is not legally or validly implemented . 7 . 4 Termination of this Agreement shall not relieve either party of its obligations , including the obligation to make payments due , through the date of termination and after termination for additional services rendered on behalf of the Employer . 7 . 5 Termination hereunder is in addition to any other rights and remedies of the parties arising out of a breach of this Agreement . 7 . 6 The Employer agrees to pay fees for the run -out periods in advance of work performed for record keeping /administration processing , preparation of Form 5500 , and for the fees and costs involved in the termination of the Plan at TFC or with the appropriate governmental agencies . 7 . 7 TFC will provide paper- based final reports after date of contract close and deliver as usual . 7 . 8 TFC will gather and send claims received after contract date to Employer at the end of every week for a six (6 ) - month period . TFC will not be responsible for any claims received after that date . 7 . 9 Upon any termination of this Agreement , Employer will promptly discontinue use and return to TFC all support material and Proprietary Information of TFC in Employer' s possession . 7 . 10 In the event that payment of service fees is not received by TFC within sixty ( 60 ) days from the date payment is due , TFC reserves the right to terminate this Agreement and discontinue all recordkeeping and administration services for the Plan . SECTION 8 - TERMINATION OF PLAN 8 . 1 As separate from the termination of this Agreement , the Employer agrees to notify TFC within thirty ( 30 ) days in the event of termination of the Plan due to sale of company or bankruptcy of Employer. SECTION 9 - MISCELLANEOUS 9 . 1 Excused Performance - The parties shall not be liable for, and are excused from , any failure to deliver or perform , or for delay in delivery or performance due to a cause beyond their reasonable control , including but not limited to acts of nature , governmental actions , fire , labor difficulties , civil disturbances , transportation , power or communication interruptions , or natural disasters . 9 . 2 Waiver and Severabilitv - The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any right hereunder. If any provisions of this Agreement shall be held to be invalid , illegal or unenforceable , the validity , legality and enforceability of the remaining provisions shall in no way be affected or impaired thereby . 9 . 3 Entire Agreement - This Agreement and the attached Fee Schedule ( s ) constitute the entire agreement between the parties in connection with the subject matter hereof, and supersede all prior and contemporaneous agreements , understandings , negotiations and discussions , whether oral or written , of the parties . 9 . 4 Amendments - This Agreement may not be amended except in writing signed by the parties . 9 . 5 Commencement of Service - The terms of this Agreement shall be valid only if it is executed and returned to TFC . Services contracted for in this Agreement will not commence until this Agreement is executed and received by TFC . 9 . 6 Indemnification - To the extent allowed by law , the Employer and TFC mutually agree to indemnify and hold harmless each other ( including their directors , officers , agent and employees ) from and against any claims , lawsuits , liabilities , damages and expenses , including reasonable attorneys ' fees , to the extent that , but only to the extent that , such claims are proximately caused by the act or omission of the indemnifying party . To the extent allowed by law , the principles of comparative fault shall apply in interpreting the respective rights of the parties under this paragraph . To the extent allowed by law , the obligations of this paragraph shall survive the expiration or termination of this Agreement by any party for any reason . 9 . 7 Governing Law - This Agreement shall be governed by and interpreted in accordance with applicable state and federal law. 9 . 8 Relationship - The relationship between TFC and the Employer is that of an independent contractor. Nothing contained in this Agreement shall create or shall be construed to create the relationship of Employer and employee between TFC and the Employer. Neither party may act on behalf of the other party except as authorized in writing by the other party . The Employer will have no authority to establish guarantees or warranties in the name of or on the behalf of TFC . IN WITNESS WHEREOF , the parties hereto have executed the foregoing on the date first above written . CIRCUIT COURT OF INDIAN RIVER COUNTY APPROVED AS TO FORM AND L� SU CIE By . f Signature - as an authorized party oft mployer B WILLIAM K . DEBRAWIf Caroline D ." G,7�' mfl ASSISTANT COUNTY ATTORNEY Title : APPROVED : Date : JOy , 20A` 2 Qa4 ' W i+ unty A sninistrator THE UOMPANY OF AMERICA , INC . By : `^^ 'C�-5 � Signature — as an authorized party of The Flex Company Title : ` Date : Indian River Co. Approved Date Admin . 7 Co. Atty. 11716 Budget -L2 m7l Dept. 1MV ) 14104 11 /27/02 RIskM gr. The Flex Company of America , Inc. Flex SpendingAccount Plans - Fees Section 125 Optional Services and Fees • Flex Convenience Debit Card $1 .50/month/cardholder Employers can elect to either have the cards automatically issued to each flex participant or issued only to those employees requesting a card. Employees with the debit card can also obtain one additional spouse/dependent debit card free ofcharge. If a participant wishes to receive more than one spouse/dependent card, they are available for a one-time $ 5 fee for each additional card. Replacement cards are $ 5 for each re-issuance. These fees are the responsibility of the employee and are payable by personal check. • Preparation of signature-ready Section 125 Form 5500 and Summary Annual $150/each form Report, if required. $50/form ■ Rush fee $50/filing ■ Extension filing • Direct mail of fourth quarter employee account balance notification $.25/statement plus statements to employees ' homes (no charge if statements are sent to postage employer for distribution) $100/hour • Consulting fees falling outside the scope of normal services as outlined above $10/month • Non-Internet based monthly paper reports (Reports available any time on our website ivNiTi -. theflexcompanv. com at no $ 100/amendment charge) • Amendments to existing Plan Document and Summary Plan Description $25/copy • Replacement copy of lost documents (including Summary Plan Description) $ 10 each s Reimbursements reissued under the following circumstances : ■ Lost or stolen check ■ Check mailed to employee' s correct home address (as supplied by employer or via employee enrollment or claim form ), but not received by employee $25 each ■ Reprocessing of direct deposit due to employer or participant error • Returned claim as requested by participating employee. All prices provided are based on a two year Service Agreement and are valid for a period of 60 days from the proposal date. The Flex Company may bill for services rendered after written acceptance of this proposal should acceptance be cancelled prior to execution of a Service Agreement. Because of the unique nature of this information, we encourage you to share the contents with your legal counsel, finance office or business advisor . Consider this information proprietary. We request that your company not divulge any part of this information to representatives from other benefit-related firms. Flexible Spending Account Proposal The Flex Company of America , Inc . Flex SpendingAccount Plans - Fees Section 125 Communication The success of the Plan increases as an organization ' s participation increases . One way to insure higher participation is by educating employees on the benefits of the Plan . The use of our professionally prepared instructional video has proven to increase employees ' understanding of flex spending accounts and will generate enthusiasm to participate . Employees will learn how to take advantage of the tax- saving benefits the Plan offers, how to estimate plan year expenses and how to submit claims. This is an excellent tool for annual enrollments and new hires as well. One copy of the video is included with initial implementation . Additional copies can be purchased for $ 19.95 each . Five or more videos can be purchased for $ 10 each. Group and individual enrollment meetings with The Flex Company's experienced counselors are available and can be quoted upon request. Recordkeeaina and Administration Fee per participant per Employee Services month : • Flex Convenience Debit Card (optional) • Participation in one or more spending account $2.90 first year • Daily claims processing $3. 10 second year • Choice of submitting claims by mail, fax or INTERNET $3.40 third year • Toll-free fax claims submission • SAME DAY claims reimbursements for INTERNET claims — the FASTEST in the industry • Short three-business day turnaround for mailed or faxed claims • Employee choice of direct deposit or paper check reimbursements • Direct deposit advices via e-mail or mailed to employees' homes (postage included) • Paper checks mailed to employees' homes (postage included) • 24/7 employee account access via phone or INTERNET • INTERNET employee expense estimator (online worksheet) • Automatic e-mail notification of claims receipt or reimbursements • Detailed explanation of benefits with each reimbursement • Fourth quarter account balance statement for active participants • Toll-free Customer Care Center support Employer Services • INTERNET access to view participant account information • INTERNET or paper submission of new hires, terminations, and other life event changes • On-demand reports via INTERNET • Check register e-mailed or faxed weekly • No check minimum (unless requested by employer) • Check and deposit advice stock included • Toll-free Customer Care Center support • Electronic transfer of funds for payment of administration invoices Note: When an employer has an FSA and HRA plan administered by The Flex Company, it is likely that some employees will participate in both plans. The standard record keeping and administration fee will apply to employees who participate in one plan. If an employee participates in the second plan, an additional fee of $ 1 .00 per participant per month will apply. Additionally, the monthly minimum for the second plan is 501/o of the first plan. Flexible Spending Account Proposal The Flex Company of America , Inc. Flex SpendingAccount Plans - Fees Section 125 IMPLEMENTATION AND RENEWAL • Implementation o Plan design consultation and annual review Annual Fee o Plan Document $Igo o Summary Plan Description (SPD) (master copy) o Adoption Resolution o Updated Plan Document and Summary Plan Description as necessary for inclusion of governmental regulatory changes o Flex Benefit Plan employee video (one copy included) Additional copies available at $ 19 .95/video 5 or more videos available at $ 10/video o Employer Flex Resource Manuel • Annual nondiscrimination testing • Newsletters and FlexFlash bulletins on regulatory changes and other newsworthy items • Summary Plan Description and/or Plan Document conversion to PDF file • Customer Care Center support for questions on plan design, Plan Document, legislative changes and discrimination testing • Annual Enrollment Internet and Interactive Voice Response (IVR) FSA Enrollments This enrollment option allows employees to enroll at their convenience using the Internet or touch-tone phone. Our Internet and interactive voice response (IVR) systems were designed with the end-user in mind, making it quick and easy for employees to enroll 24 hours a day, 7 days a week. Our system is set up according to client ' s plan design . Master enrollment materials provided for client duplication include a plan communication piece, expense worksheet, Internal Revenue Service regulation changes, commonly asked questions, claim form and instructions for Internet and IVR system usage. Call center representatives are available during regular business hours (CST) to answer enrollment questions. Confirmation statements are provided electronically or via mail to employees ' homes. Weekly progress reports indicating which employees have completed their elections are provided. An additional $3 service charge applies for each paper enrollment form received by The Flex Company for manual processing. Or Paper /Spreadsheet Enrollments This enrollment option is for clients who prefer traditional paper-based enrollments . Master enrollment materials provided for client duplication include a plan communication piece, expense worksheet, enrollment form , Internal Revenue Service regulation changes, claim form, and commonly asked questions. Call center representatives are available during regular business hours (CST) to answer enrollment questions. Flex spending account elections are submitted electronically via an easy-to-complete Microsoft Excel spreadsheet template provided by The Flex Company. Confirmation statements are provided electronically or via mail to employees ' homes. An additional $3 service charge applies for each paper enrollment form received by The Flex Company for manual processing. Flexible Spending Account Proposal