Enrollment & Workplace Service Agreement y- /3 %.2// 3Z
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ENROLLMENT & WORKPLACE SERVICE AGREEMENT
This ENROLLMENT & WORKPLACE SERVICE AGREEMENT ( "Agreement"), dated August 9, 2011, ( "Effective
Date ") is by and between Custom Benefit Programs, Inc., doing business as UNIVERS Workplace Solutions
(hereinafter collectively referred to as UNIVERS), with its principal place of business at 897 12 Street,
Hammonton, NJ, 08037, a licensed insurance service organization, and City of Miami Beach, FL ( "CLIENT "), a
municipal corporation with its principal place of business at 1700 Convention Center Drive, Miami Beach,
FL ,33139. UNIVERS and CLIENT may be collectively referenced herein as the "Parties ".
WHEREAS UNIVERS provides certain benefit communication and enrollment services and certain lines of
volunta Ty insurance coverage to employees at the direction of CLIENT in accordance with the terms and
conditions herein;
NOW, THEREFORE, UNIVERS and CLIENT agree to be bound by the following terms with respect to this
Agreement:
1. Duties of UNIVERS. UNIVERS will provide the following services for CLIENT and its employees:
a. Electronic communication and enrollment of all core and voluntary benefits, including:
— Medical - Humana - Enroll
— Dental — Metlife — Enroll
— Vision — EyeMed — Enroll
— Basic Life / AD &D —The Hartford — Communicate
— Supplemental Life —The Hartford — Enroll
— Short Term Disability— UNUM — Enroll
— Long Term Disability — UNUM — Enroll
— Flexible Spending Account — Fringe Benefits — Enroll
— Deferred Compensation — Nationwide Retirement Solutions — Communicate
— Deferred Compensation — ICMA -RC— Communicate
— EAP — Humana — Communicate
— Pre -Paid Legal — US Legal — Enroll
— Pre -Paid Legal — Preferred Legal — Enroll
— Universal Life — Trustmark - Enroll
— Critical Illness — Trustmark - Enroll
— Accident — Trustmark - Enroll
b. UNIVERS will conduct the enrollment using the following enrollment methods:
— Face to Face for all benefit eligible employees (October 17th — November 4, 2011)
— Enrollment Center for all benefit eligible employees (November 2nd — November 4, 2011)
c. Electronic verification of all employee demographic data
d. Communication of the total compensation package for each employee, including electronic total
compensation statements
e. Capturing of electronic employee survey data
f. Benefit communication design and consulting for print and electronic material
g. Printed and electronic benefit communication materials:
— Posters
— 12 Page Worksheet
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— Employee Announcement, (PDF)
— Managers Announcement, (PDF)
h. Home mail fulfillment (or location drop ship) of the following materials
— Posters — drop shipment to Client
— 12 Page Worksheet — drop shipment to Client
i. Electronic enrollment data, as outlined below:
— UNIVERS will provide CLIENT with final enrollment data and corresponding payroll deductions
ten (10) business days from the conclusion of the enrollment (including periods when changes
are made).
— UNIVERS will only provide data on associates who actually enrolled through UNIVERS.
— UNIVERS will retain personal employee information for a maximum of one (1) year from the
benefit plan effective date. Example: An employee enrolls on October 15, 2011 for a January 1,
2012 effective date. UNIVERS will retain that employee's personal information until January 1,
2013 at which time UNIVERS will destroy all personal information and will only retain non
personal information.
— UNIVERS will retain all benefit elections and financial reporting data.
— UNIVERS will provide core benefit enrollment data to carriers in one of two formats. Carriers
may choose between the UNIVERS Standard Format or the H1PAA 834 format. The data for
either format is limited to a 'Full' file for those associates that enroll with a UNIVERS counselor.
UNIVERS cannot provide 'Change' files or enrollment data for associates that do not enroll
through UNIVERS. Considerations for these restrictions fall on the receiving carrier. Core benefit
carrier data feeds require that UNIVERS' enrollment platform be used to enroll the core
benefits.
— Customized formats and /or 'Change' files required by CLIENT or carriers are not included in the
services outlined in this agreement and will require an addendum to this Agreement and
possible expense to CLIENT.
2. Duties of CLIENT. In return for the services provided by UNIVERS, CLIENT agrees to the following
conditions:
a. All employees are required to attend an enrollment session, complete their enrollment and accept
or decline each benefit being offered. The enrollment session is to be completed on company paid
time.
b. CLIENT will provide accurate and timely information related to the plans and products subject to
UNIVERS services. UNIVERS will not independently verify or authenticate information provided by
CLIENT or on CLIENTs behalf.
c. CLIENT will supply UNIVERS with contact information and phone numbers for each of the locations
designated as Enrollment Locations.
d. CLIENT will distribute the following enrollment communication material produced by UNIVERS:
(Posters, 12 Page Worksheet and the Employee and Managers Announcements. CLIENT is
responsible for all postage expenses.
e. CLIENT will deduct employee premiums for a minimum of 24 months (all pay periods) for the
following voluntary insurance plans:
— Universal Life Trustmark
— Critical Illness — Trustmark
— Accident — Trustmark
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It is further understood that CLIENT will not introduce or offer to its employees similar voluntary
insurance products during this 24 month time period.
The associates of CLIENT may cancel their individual coverage at any time unless they are
prohibited from doing so due to Section 125 rules. Payroll deductions are to commence no later
than 90 days after the open enrollment period is complete.
e. From time -to -time, CLIENT employees will be provided the opportunity to increase their voluntary
benefit coverage as determined by the insurance carrier(s). This opportunity may involve direct
contact with the insured employee, including communications mailed direct to the home of the
employee.
f. CLIENT will complete a UNIVERS customer satisfaction questionnaire (once all services are
rendered and complete).
3. Fees and Expenses: UNIVERS will provide the services under this Agreement in exchange for the CLIENT
performing the duties listed herein. Unless otherwise specifically negotiated and agreed to with CLIENT,
UNIVERS' professional fees are customarily based on commission calculated as a percentage of the
premium collected by the insurer and are paid to UNIVERS by the insurer for the voluntary benefit
programs. UNIVERS may also receive from insurers and insurance intermediaries additional compensation
(monetary and non - monetary), which is contingent on volume, profitability or other factors pursuant to
agreements UNIVERS may have with them relating to all or part of the business UNIVERS places with those
insurers or through those intermediaries. Such agreements may be in effect with one or more of the
insurers with whom CLIENT's insurance is placed, or with the insurance intermediary UNIVERS uses to place
your insurance. UNIVERS will discuss further details of any contingent compensation agreements pertinent
to CLIENT's placement upon request.
CLIENT is not responsible for any fees or expenses related to the services outlined unless otherwise noted
in this Agreement. However, CLIENT agrees to reimburse UNIVERS any unrecoverable enrollment and
consulting related expenses in the following instances:
a. Cancellation of enrollment by CLIENT.
b. Postponement of enrollment occurring less than 60 days from the scheduled start of the
enrollment.
c. If enrollment begins as scheduled, then is cancelled or postponed to a later date.
d. If CLIENT does not help create and support working conditions that assure that 80% of
employees enroll in their benefits through the methods outlined in this Agreement.
e. Use of another enrollment entity during the same enrollment period, unless it is pre -
approved by UNIVERS prior to the enrollment start date
4. Term of Agreement; Termination of Agreement: This Agreement shall have an effective date of
August 9, 2011 and will continue for a period five (5) one (1) year renewals. The Agreement shall remain in
effect unless either party furnishes the other party with written notice of its intention not to renew the
Agreement at least 90 days prior to the one year anniversary date of the Agreement. Under any
circumstances, including termination of this Agreement for cause, CLIENT agrees to deduct the employee
premiums for the voluntary benefit programs for a minimum of 24- months, as outlined in Section 2(e). In
the event either party commits a material breach of its obligations under this Agreement, the other party
may provide the breaching party with written notice of its intention to terminate this Agreement in 60
days. The breaching party shall have 30 days from the date that it receives such notice of termination in
which to cure the breach. Should the breaching party fail to cure the breach to the reasonable satisfaction
of the other party, the Agreement shall terminate at the end of the original 60 -day period. In the event
CLIENT terminates this Agreement or fails to renew this Agreement and UNIVERS is requested to provide
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support services in connection with the transition to a new enrollment firm, UNIVERS will invoice CLIENT
for such services on a time and disbursement basis at UNIVERS' regular hourly rate of $175. CLIENT will pay
such invoices on receipt.
5. Ownership Rights: Except for CLIENT specific information, trademarks, logotypes and other proprietary
property of CLIENT, all products, forms, procedures, pricing, software, communications, and other
materials used or made available by UNIVERS to CLIENT ( "the Materials ") are the sole property of UNIVERS.
CLIENT shall not have title or other right to or interest in any Materials nor shall it acquire any such right,
title or interest by use thereof under this Agreement. CLIENT shall not copy, modify, sell, license, market or
transfer any Materials in whole or part, exempt and unless required by applicable law including, without
limitation, Ch.119, Florida Statues, as same may be amended from time to time. UNIVERS recognizes that
CLIENT is required to maintain certain Plan- related materials for regulatory and other purposes and that
UNIVERS' rights under this Agreement will not interfere with CLIENT obligation to maintain such materials.
UNIVERS agrees to regard and preserve as confidential all records and other information relating to the
Plan ( "CLIENT Data ") including, but not limited to, participant demographic and benefit election
information and any materials developed exclusively for CLIENT. UNIVERS will not, without written
authority from CLIENT, disclose to others during the term of this Agreement or thereafter, any such records
or other information except as required by applicable law. CLIENT shall furnish to UNIVERS all
documentation required or reasonably requested by UNIVERS for the performance of UNIVERS' duties
under this Agreement. CLIENT shall provide UNIVERS with accurate and timely information for the
performance of such duties. UNIVERS shall undertake to give adequate and timely notice to CLIENT of
required documentation.
6. Relationship and Indemnification
a. UNIVERS agrees that, except to the extent (if any) prohibited by law, UNIVERS will indemnify and
hold harmless CLIENT, its directors, officers, and associates from and against any and all claims
and /or lawsuits brought by any person, entity or governmental authority and from and against any
and all judgments, settlements, costs, penalties, and expenses (including reasonable attorneys' fees
and expenses, including attorneys' fees and expenses incurred in enforcing this provision VII B)
resulting from or arising out of criminal conduct, negligence or fraud on the part of UNIVERS or any
of its directors, officers, or associates (acting alone or in collusion with others) in connection with
this Agreement or any function of UNIVERS hereunder, except to the extent such claim or lawsuit
arose from a wrongful act or wrongful omission which act or omission, CLIENT, pursuant to rights
under this Agreement, specifically directed UNIVERS to engage in or which arose from criminal
conduct, negligence or fraud on the part of CLIENT or any of its directors, officers or associates
(acting alone or in collusion with others).
7. Dispute Resolution: In the event that any dispute arises with respect to the performance or
interpretation of this Agreement, the parties shall attempt to resolve it in good faith. If such attempts fail,
all matters in controversy shall be submitted to a panel of arbitrators in accordance with the Commercial
Rules and Regulations of the American Arbitration Association then in effect. Both parties agree to be
bound by the decision of the arbitrators and to accept any decision by a majority of the arbitrators as a
final determination of the matter in dispute. During the pendency of such dispute, this Agreement shall
continue in full force and effect and both parties shall continue to fulfill their obligations hereunder.
Notwithstanding this Section, UNIVERS shall be able to pursue its rights regarding the Materials in
accordance with the provisions of Section VI. Any arbitration, pursuant to this section, or as otherwise
required under this Agreement, shall be in Miami -Dade County, Florida.
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8. Notices:
Any notice, communication or payment required under this Agreement shall be addressed as follows:
If to UNIVERS:
UNIVERS Workplace Solutions
1060 Maitland Center Commons
Suite 210
Maitland, FL 32751
Attention: Katrina A. Moriarty
Sr. VP Operations
If to CLIENT:
City of Miami Beach
1700 Convention Center Drive
Miami Beach, FL 33139
Attention: Sue Radig
HR Administrator
Either party may designate another address by written notice to the other party.
9. Miscellaneous, Entire Agreement and Severability
a. This Agreement and the Attachments hereto (including any documents incorporated by
reference in the Attachments) together constitute the entire agreement between the parties
with respect to the subject matter hereof, and there are no oral or other agreements or
understandings between the parties affecting this Agreement, or related to the services to be
provided by UNIVERS, the fees to be charged, or duties undertaken by CLIENT hereunder. This
Agreement supersedes all previous agreements and understandings, oral or written, between
the parties.
b. This Agreement may be amended only by a written agreement executed by both parties. No
term or provision of this Agreement shall be waived or breach excused, unless the party claimed
to have waived or excused such breach does so in writing.
c. Services to be provided under this Agreement may be performed by UNIVERS or any subsidiary
or affiliate of UNIVERS. Except as herein provided, neither party may assign or delegate any of
the rights and obligations hereunder to any third party without the prior written consent of the
other party which consent should not be unreasonably withheld. This Agreement shall be
binding on and inure to the benefit of the parties and their successors and permitted assigns.
d. This Agreement shall be governed by applicable federal law and, to the extent not covered by
federal law, by the laws of the State of Florida, venue for any legal action and /or arbitration
proceeding under this Agreement shall be in Miami -Dade County, Florida.
e. If any term of this Agreement is held by an arbitrator or a court of competent jurisdiction to be
invalid, void or unenforceable, the remainder of the provisions shall remain in full force and
effect.
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IN WITNESS WHEREOF, CLIENT and UNIVERS have executed this Agreement as of the Effective Date.
Custom Benefit Programs, Inc. d /b /a UNIVERS Workplace
Solutions
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Name: Katrina A. Moriarty
Title: Sr. VP Operations
City of Miami Beach ,
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Name: Matti Herrera Bower
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Attachment A
UNIVERS Enrollment Center Policy on Call Recordings
The UNIVERS Enrollment Center authorizes certain voluntary benefit selections through either electronic PIN
authorization, or voice recording technology. These types of signature authorizations are acceptable by the
participating insurance carriers.
Online employee worksheets provide City of Miami Beach a record of each enrollment. This enables convenient
retrieval, review and verification of employee selections.
The employee also receives a benefits selection statement at his /her home address via First Class Mail or
electronically via a secure website. This gives the employee an opportunity to verify the accuracy of the benefit
information. If the employee identifies a discrepancy, it is his /her responsibility to notify UNIVERS within the
designated enrollment deadline.
Core benefit revisions identified after the enrollment deadline must be made manually by CLIENT via their HRIS
and /or payroll system.
If CLIENT requests UNIVERS to research information from a specific telephone call recording, or requests a
transcript regarding a specific question /concern, the following will apply:
• Request must be compliant with HIPAA regulations governing the release of information to a third
party.
• $200 per research or transcript request
• Recordings older than one year cannot be retrieved or researched
• Entire call recordings cannot be transcribed
If the recording shows UNIVERS is in error, CLIENT will not be charged for this research.
The research or preparation of a transcript for a telephone call recording takes approximately 7 to 10 business
clays. This timeline may be longer if multiple requests are received in a short timeframe.
Call recordings are the property of UNIVERS Workplace Solutions and may not be released.
Service Agreement
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