EZ Reimburse Adm. Agmt
20(J5-25.,)3?
EZ REIMBURSE"
ADMINISTRA TIVE AGREEMENT
[Revised 111103 I
THIS ADMINISTRATIVE A GREEMENT is made and effective this 1 st day of October, 2003
(hereinafter referred to as the "Effective Date"), by and between FRINGE BENEFITS
MANAGEMENT COMPANY, a Florida corporation (hereinafter referred to as the
"Administrator"), and the CITY OF MIAMI BEACH, Florida (hereinafter referred to as the
__"Employer").
RECITALS
WHEREAS, the Employer has adopted a Medical Expense Flexible Spending Plan and a
Dependent Care Flexible Spending Plan (collectively hereinafter the "Plan"), for its employees; and
WHEREAS, the Employer desires to secure the services of the Administrator to administer
the Plans; and
WHEREAS, Administrator desires to provide the specialized knowledge and expertise to
administer the Plans. .
NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein,
the receipt and sufficiency of which are hereby acknowledged, the Employer and Administrator
agree as follows:
ARTICLE I
Definitions
For the purpose of this Agreement, the following words and phrases shall have the meaning
assigned to them below, unless the context otherwise requires:
(a) "Agreement" means this Agreement and any exhibits, schedules or other documents
attached hereto at the time of the execution of this Agreement, as the same may be amended or
extended.
(b) "Benefits" means the Medical Expense Flexible Spending Account and the Dependent
Care Flexible Spending Plan.
(c) "Contribution" means the amount of compensation directed to the Plans.
EZ Reimburse Administrative Agreement
RFP
Page 1 of 13
[Revised 111103 I
(d) "Eligible Employee" means any eligible employee shall be eligible to participate
hereunder as of the date he satisfies the eligibility conditions for the Employer's group medical
plan.
(e) "FSA" or "Flexible Spending Account" means the Employer's Medical
Expense Flexible Spending Account or Dependent Care Flexible Spending Account maintained
under a Reimbursement Plan.
(f) "Participant" means any Eligible Employee who has elected to partici-
pate in anyone of the Plans.
(g) "Plan Year" means the three hundred sixty-five day period(s) during
which a Plan is in effect.
(h) "Controlling Documents" means (i) this Agreement, (ii) the Plan
Document(s), (iii) the Administrator's response to Employer's Request for Proposals, and (iv)
Employer's Request for Proposals.
ARTICLE II
ApDointment of Administrator
The Employer hereby appoints and authorizes the Administrator, and the Administra-
tor hereby accepts such appointment and authorization, to provide to the Employer the services
described herein.
ARTICLE III
Contract and Document Priority
In the event of a discrepancy between the Controlling Documents, the order of priority
shall be as follows: (i) this Agreement, (ii) the Plan Document(s), (iii) Administrator's
Response to Employer's Request for Proposals submitted March 19, 2003, (iv) the Administra-
tor's Documentation of Services and Pricing proposal, and (v) Employer's Request for
Proposals No. 23-02/03.
ARTICLE IV
Duties and ResDonsibilities of the Administrator
The Administrator shall provide services in accordance with Exhibit A (Admin-
istrator's Response to Employer's Request for Proposals) and Exhibit B (Documentation of
Services). In the event of a discrepancy between Exhibits A and B, the order of priority shall be
as follows: (i) Exhibit B - Documentation of Services, and (ii) Exhibit A - Administrator's
Response to Employer's Request for Proposals.
EZ Reimburse Administrative Agreement
RFP
Page 2 of I3
[Revised 111103]
ARTICLE V
Representations of the Administrator
The Administrator represents and warrants unto the Employer the following:
(a) Neither the Administrator nor any officer, stockholder, director, or employee
ofthe Administrator, nor any affiliate of the Administrator (hereinafter collectively referred to
as the Administrator), is subject to any present or past litigation or administrative proceeding of
or before any court or administrative body which would have a materially adverse effect on the
Administrator, or its ability to discharge its responsibilities under this Agreement, or which
would impair the ability of the Administrator to act as a fiduciary, nor, to its knowledge, is any
such litigation or proceeding presently threatened against any ofthem or their property.
(b) The Administrator, to the best of its knowledge, is presently in compliance
with all existing laws and regulations, a violation of which would or could materially adversely
affect the Administrator's operations or would or could materially adversely affect its ability to
fulfill its obligations and undertakings set forth in this Agreement.
(c) The Administrator is in good standing with the State of Florida and all
departments and agencies thereof, and is appropriately licensed under the laws of the Em-
ployer's domiciliary state to perform all obligations imposed upon Administrator under the
Controlling Documents, including functioning as a third party administrator.
(d) The Administrator has and shall maintain the capability to adequately carry
out the record keeping and reporting requirements of the Plan including access to the necessary
computer and data retention equipment needed to provide such record keeping and reporting.
(e) The Administrator agrees that all employee records, accounts and informa-
tion therein regarding the Plan shall be the property of the Employer and agrees that the
Administrator shall not sell, provide, or in any way disseminate such information without the
prior written consent of the Employer.
ARTICLE VI
Compensation
The parties hereto recognize and agree that the Administrator shall be entitled to receive
compensation in connection with the Administrator's services hereunder. Such compensation
shall be in accordance with the Administrator's Pricing Proposal.
EZ Reimburse Administrative Agreement
RFP
Page 3 of 13
[Revised 111103]
ARTICLE vn
Escheatment
The State of Florida requires escheatment ofunc1aimed moneys which are represented by
uncashed checks, which are unprocessed by the Participants after several years, relative to their
participation in the Plan. The Administrator is required by law to escheat these moneys after
the period prescribed by law has elapsed. To the extent permitted by the laws of Florida, the
Administrator may assess a reasonable charge from such individual account balances for the
accounting and processing ofthese moneys relative to the escheatment process.
ARTICLE VITI
Responsibilities ofthe Employer
In order to facilitate the performance ofthe Administrator's obligations hereunder in an
efficient manner, and to ensure the successful implementation and administration of the Plan, the
Employer shall provide the Administrator with such information as is necessary to enable the
Administrator to cany out its duties and obligations under this Agreement on a timely basis.
Such information shall be provided in a format as is reasonably requested by the Administrator.
Employer further:
a. Appoints Administrator for the performance of the services required to be provided
by the Administrator during the term of this Agreement with respect to the benefits offered by
the Administrator under, and in conjunction with, the Plans.
b. Agrees:
1. To give Administrator reasonable access to Employer's employees.
2. To distribute approved plan literature and documentation (including, without
limitation, education and emollment materials and any material required to be distributed to
employees or benefit participants by applicable law.)
3. To provide Administrator, on an annual basis, with scheduled payroll dates
and the corresponding dates or deadlines for the submission of employee payroll deduction
authorizations for each such payroll date (hereinafter the "Payroll Cutoff Date"), prior to the
inception of any plan year.
4. To provide appropriate payroll data and other necessary data and information
to enable Administrator to meet its obligations hereunder.
EZ Reimburse Administrative Agreement
RFP
Page 4 of 13
[Revised 111103]
5. To warrant to Administrator that all properly executed payroll deduction and
reduction authorization forms which are received by the Employer on or before the Payroll
Cutoff Date will be expeditiously processed and implemented for the payroll period with respect
to which such Payroll Cutoff Date is applicable.
6. To remit payroll reduction data and contributions, in a format mutually agreed
upon by the parties, to the depository account designated by Administrator, subject to the
Employer's reasonable approval, in a prompt and expeditious manner immediately after each
payroll date.
7. With respect to the Medical Flexible Spending Accounts, to advance to
Administrator, if requested, funds sufficient to cover net claims checks written which exceed
payroll deduction amounts received from the Employer. Administrator agrees to reimburse
such funds to the Employer when the deficit is cured.
8. Funding and Payment of Claims for the Plan Benefits.
A. The Employer shall:
(1) make sufficient funds available from its general assets, in
employer's name at a fmancial institution selected by both
Employer and Administrator, to facilitate and enable the
timely processing and payment of Claims under the Plan
(the "Account"); and
(2) to the extent applicable, grant Administrator, and/or its
agent for debit card transactions, withdrawal authority over
the Account sufficient to enable it to pay benefits under the
Employer's FSA Plans; and
(3) deposit additional funds in the Account (at the request of
Administrator) in order to reestablish the Maintenance
Deposit at the end of each Claim processing cycle (or such
earlier time specified by Administrator),
(4) to the extent applicable, provide a mechanism to deduct any
ineligible card transactions through payroll that have not
been repaid to the Account by the participant through check
or money order; or alternatively agree to accept the loss as
part of the risk of the plan.
EZ Reimburse Administrative Agreement
RFP
Page 5 of 13
[Revised III I 031
If, at any time, the amount of reimbursement benefits payable under the applicable Plan
provisions exceeds the amount deposited by the Employer in the Account, the Employer shall
transfer an amount necessary to the Account to fulfill its reimbursement obligations under the
applicable Plan before any further reimbursement benefit payment is made. Administrator is
under no obligation to advance funds on behalf of the Employer.
ARTICLE IX
Responsibilities of Administrator
A The Administrator shall:
(1) to the extent applicable, provide each Participant with a debit card, card
holder agreement, and instructions for using the card, and
(2) provide each Participant with receipt transmittal forms, reimbursement
forms and instructions for filing Medical and Dependent Care FSA reim-
bursement Claims; and provide each Participant with information regard-
ing FSA payroll deposits and claims withdrawals; and
(3) provide the Employer with written monthly reports summarizing the
previous period's Medical and Dependent Care FSA activities; and
(4) timely address participant Change in Family Status forms; and
(5) conduct its business in accordance with the HIPAA guidelines regarding
protected health information (PHI)
(6) based upon information supplied by the Employer and upon written
request each plan year, Administrator shall assist the Employer in
determining discrimination testing percentages for the cafeteria plan 25%
concentration test, the dependent care plan 25% concentration test and the
dependent care plan 55% average benefits test and communicate its
findings and recommendations in writing to Employer. The Employer
shall be responsible for interpreting the percentages provided by Adminis-
trator and for ensuring compliance with all applicable nondiscrimination
requirements. All other discrimination testing (eligibility and benefits
tests) shall be the responsibility of Employer; and
(7) receive electronic and paper Claims, and expeditiously review such Claims
to determine what amount, if any is due and payable with respect thereto;
and
EZ Reimburse Administrative Agreement
RFP
Page 6 of 13
[Revised 111103]
(8) disburse the benefit payments it determines to be due (provided the
Employer has sufficient funds in the Account) in accordance with the
provisions ofthe Plan and the following procedure(s):
(A) valid reimbursement for Medical and Dependent Care FSA
benefits shall be paid by Administrator as soon as suffi-
cient funds have been deposited by the Employer in the
Account (with respect to such Claims) by, to the extent
applicable, authorizing a valid debit card transaction at
point of sale, or mailing a check in the appropriate _
amount(s) directly to the Participants at their home ad-
dresses; and
(B) if the amount of the (otherwise) reimbursable Dependent
Care FSA Claim exceeds the amount the Participant had
withheld for Dependent Care benefits, the excess shall be
carried forward (within the same Plan Year) and treated as
an Eligible Employment Related Expense for that month;
and
(C) Claims of less than $5.00 may be carried forward and ag-
gregated with future Claims until the reimbursable amount
is greater than $5.00, provided, however, that the entire
amount of the reimbursable Claims shall be paid after the
close of the Plan Year without regard to the $5.00 thresh-
old; and
(9) notify claimants in writing as to any electronic or paper Claims which are
denied or deemed ineligible for reimbursement because of inadequate
Claim substantiation or improper Claim form submission; and
(10) provide to the claimant a process to appeal a decision related to any
Claims which Administrator deems not to be reimbursable pursuant to
the terms of the Plan and/or the reimbursement practices and procedures
established by the Employer; and to appeal a breach of privacy as pro-
vided under HIP AA.
ARTICLE X
HIP AA
Employer agrees:
EZ Reimburse Administrative Agreement
RFP
Page 7 of 13
[Revised 111103]
a. not use or further disclose protected health information (PHI) other than as
permitted or required by the plan documents or as required by law;
b. ensure that any agents, including subcontractors, to whom it provides PHI
received from Health Plan agree to the same restrictions and conditions
that apply to Plan Sponsor with respect to such information;
c. not use or disclose PHI for employment-related actions or decisions;
d. not use or disclose PHI in connection with any other benefit or employee
benefit plan or Plan Sponsor;
e. Report to the Health Plan's designee any PHI use or disclosure that it
becomes aware of which is inconsistent with the uses or disclosures
provided for;
f. make PHI available to an individual based on HIP AA's access require-
ments;
g. make PHI available for amendment and incorporate any PIll amendments
based on HIP AA's amendment requirements;
h. make available the information required to provide an accounting of
disclosures;
1. make its internal practices, books and records relating to the use and
disclosure of PHI received from the Health Plan available to the Secretary
of the U.S. Department of Health and Human Services to determine the
health plan's compliance with HIP AA;
J. ensure that adequate separation between the group health plan and the plan
sponsor is established as required by HIP AA; and
k. if feasible, return or destroy all PIll received from the Health Plan that
Plan Sponsor still maintains in any form and retain no copies of such PHI
when no longer needed for the specified disclosure purpose. If return or
destruction is not feasible, Plan Sponsor will limit further uses and disclo-
sures to those purposes that make the return or destruction infeasible.
EZ Reimburse Administrative Agreement
RFP
Page 8 of 13
[Revised 111103]
ARTICLE XI
Confidential Nature ofInformation
Each of the parties hereto agrees, to the extent permitted by law, to mutually safeguard
and keep confidential any and all information obtained from the other party with respect to the
personnel of the Employer and each Participant, or any other category of data identified in
writing by either party to the other party as being confidential. Unless otherwise required by law,
all information obtained by the Administrator from any individual employee, whether such
employee becomes a Participant or not, shall be treated as confidential between the Employer
and the Administrator and shall not be disclosed to any other person, firm or corporation
without the written consent of the Employer or employee.
ARTICLE XU
Duration ofthe A2reement
A. This Agreement shall be effective for an initial term of two (2) years commencing the
151 day of October, 2003 (the "Effective Date") and ending the 30th day of September, 2005 (the
"Termination Date"); provided, however, that either party may tenninate the Agreement at the
end of any Plan Year by providing the other party with one hundred twenty (120) days notice of
its intent that the Agreement expire at the end of the then current plan year. At the end of the
initial period, the Employer may elect to renew this Agreement for two (2) consecutive one (I)
year renewal periods. Thereafter the parties may, upon mutual agreement, renegotiate or extend
the duration of this Agreement.
B. The parties agree, however, that in the event of the termination of this Agreement,
regardless of the reason or basis for such termination, whether under the provisions of Article XI
or the attainment of the Termination Date without extension, the provisions of Article IX shall
survive such termination.
ARTICLE xm
Termination For Cause
lfthe Administrator materially fails to fulfill in a timely and proper inanner its obliga-
tions under this Agreement, or if the Administrator shall materially violate any of the terms of
this Agreement, the Employer shall inform the Administrator in writing of such failure or
violation. The Administrator shall then have thirty (30) business days within which to correct
such failure or violation, or if the default or violation is such that it cannot, with reasonable
effort, be cured within such period, to commence good faith efforts to cure the default within
such period and to pursue thereafter with due diligence. If the Administrator's failure or
violation is not corrected to the Employer's satisfaction, the Employer shall have the right to
immediately terminate this Agreement. The Employer shall cooperate with the Administrator
Page 9 of 13
EZ Reimburse Administrative Agreement
RFP
[Revised 111103]
in the resolution of any violation or failure to perform under this Agreement. Any such
termination shall be subject to the provisions of Article X(B).
ARTICLE XIV
Miscellaneous Provisions
(a) This Agreement shall not in any way prevent the Administrator from performing
for others services similar to or of the type to be perfonned hereunder.
(b) All records, documents and information collected and/or maintained by others in the
course of the administration of the Agreement shall be made accessible to the Employer for
purposes of inspection, reproduction and audit during normal business hours at the Administra-
tor's corporate headquarters and at the Employer's convenience and expense.
(c) The relationship between the Administrator and the Employer shall at all times be
that of independent contractor.
(d) All communications relating to the day-to-day activities shall be exchanged
between the Account Representative appointed by the Administrator and by the Employer. The
Administrator's Account Representative and the Employer's Administrator shall be designated
promptly upon commencement of Services.
All other notices and communications in writing required or permitted hereunder may be
delivered personally to the representatives for the Administrator and the Employer listed below
or may be mailed by registered mail, postage prepaid (or airmailed if addressed to an address
outside of the city of dispatch).
Until changed by notice in writing, all such notices and communications shall be addressed as
follow:
To Consultant:
James A. Snyder, Senior Vice-President
Fringe Benefits Management Company
3101 Sessions Road
Tallahassee, Florida 32303
1-850-425-6200
850-425-6220 Fax
EZ Reimburse Administrative Agreement
RFP
Page 10 of 13
[Revised 111103]
To Employer:
City of Miami Beach, Fl.
T. C. Adderly, Human Resources Director
1700 Convention Center Drive, 3rd Floor
Miami Beach, Fl. 33139
305-673-7000 ext 6469
305-673-7529
E-mail: tcadderly@miamibeachfl.gov
With Copies to:
Office of the City Attorney
Attn: Murray H. Dubbin
City of Miami Beach, Fl.
1700 Convention Center Drive
Miami Beach, Fl. 33139
Notices hereunder shall be effective: If delivered personally, on delivery; if mailed to an
address in the city of dispatch, on the day following the date mailed; and if mailed to an address
outside the city of dispatch on the seventh day following the date mailed.
(e) This Agreement may be executed in any number of counterpart copies, each of
which when fully executed shall be considered as an original. This Agreement shall not be
binding upon the parties until it is signed by both parties.
(f) This Agreement shall be governed by and construed according to the laws of the
State of Florida. This Agreement shall be enforceable in Miami-Dade County, Florida, and if
legal action is necessary by either party with respect to the enforcement of any or all of the terms
or conditions herein, exclusive venue for the enforcement of same shall lie in Miami-Dade
County, Florida.
BY ENTERING INTO THE AGREEMENT, CITY AND CON-
SUL T ANT EXPRESSL Y WAIVE ANY RIGHTS EITHER
PARTY MAY HA VB TO A TRIAL BY JURY OF ANY CIVIL
LITIGATION RELATED TO, OR RISING OUT OF, THIS
AGREEMENT.
(g) The Administrator, being an independent contractor and not an employee of the
Employer, agrees to carry adequate public liability and other appropriate forms of insurance, and
to pay all taxes incident hereunto. The Employer shall have no liability to the Administrator
except as specifically provided in this Agreement.
EZ Reimburse Administrative Agreement
RFP
Page 11 of 13
[Revised 111103]
(h) The Administrator agrees to defend, indemnify and hold harmless the Employer, its
employees and agents, against any and all claims, losses, damages, expenses, attorney's fees,
liabilities and tax penalties and interest, exclusive of tax assessments, arising from any act or
omission of the Administrator or its employees relating to the management of the Plan or the
compliance and sufficiency of the Plan for the Employer. Administrator does not assume any
responsibility for the correct treatment of any Eligible Employee or Participant's income tax
return, nor the reporting of taxable or nontaxable benefits as income by any Eligible Employee
or Participant.
(i) In the event that either party shall bring an action against the other based upon an
alleged breach of this Agreement or the Plan by the other, or shall be forced to defend any
action arising out of or in any way related to this Agreement or the Plan, and shall prevail in any
such action or proceeding, then, in addition to any and all damages to which such prevailing
party is entitled, such party shall be entitled to recover all costs and expenses incurred in
prosecuting or defending such action, or proceeding, and appellate review thereof, including, but
not limited to court costs and usual, customary and reasonable attorney's fees.
(j) This written Agreement contains the sole and entire agreement between the parties
regarding the subject matter thereof, superseding any and all other agreements between them.
The parties acknowledge and agree that neither of them has made any representation with respect
to the subject matter of this Agreement or any representations inducing the execution and
delivery hereof except such representations as are specifically set forth herein, and each party
acknowledges that it has relied on its own judgment in entering into the Agreement. The parties
further acknowledge that any statements or representations that may have previously been made
by either of them to the other are void and of no effect and that neither of them has relied thereon
in dealing with the other.
No waiver or modification of this Agreement or of any covenant, condition, or limitation
herein contained shall be valid unless in writing and duly executed by the party to be charged
therewith. Furthermore, no evidence of any waiver or modification shall be offered or received
in evidence in any proceeding or litigation between the parties arising out of or affecting this
Agreement, or the rights or obligations of any party hereunder, unless such waiver or modifica-
tion is in writing and duly executed. The provisions of this paragraph may not be waived except
as herein set forth.
(k) Except as otherwise provided, any action oflaw or suit in equity or at law for the
enforcement ofthis Agreement or any provision thereof shall be instituted in a court of
competent jurisdiction and venue for such actions.
EZ Reimburse Administrative Agreement
RFP
Page 12 of 13
[Revised 111103]
(1) The headings appearing in this Agreement have been inserted for the purpose of
convenience and ready reference. They do not pUlport, and shall not be deemed, to defme, limit
or extend the scope or intent of the corresponding articles, sections or paragraphs.
(m) This Agreement shall be binding on and inure to the benefit of the respective parties
and their respective heirs, legal representatives, successors, and assigns to the extent permitted by
Florida law.
(n) No waiver of any breach of this Agreement shall be held to be a waiver of any other
or subsequent breach. Failure of Employer to enforce at any time any ofthe provisions of this
Agreement shall in no way be construed to be a waiver of such provisions nor in any way affect
the validity ofthis Agreement or any part thereof, or the right of Employer to hereafter enforce
each and every provision of this Agreement.
(0) The undersigned parties hereby stipulate and agree that, unless otherwise
expressly prohibited by relevant state statute, regulation, municipal or local government charter,
ordinance or regulation, municipalities, local governments, or other governmental agencies are
authorized to purchase such goods and services as are provided for in the Administrative
Agreement, under the same terms and conditions as set forth in therein, except as mutually
agreed to by Administrator and such municipality, local government, or other governmental
agency.
Signed and agreed this ,............ day of ~,.,.... ~ n..A.
,2003.
FRINGE BENEFITS MANAGEMENT COMPANY
r
By:
ay~ I lfu
Attest: 1L4uA. (~
City Clerk
X:\DA T A\COMPLIAN\Q.IENTS\MIAMBCH\AA 1111 RV. WPD
[Revised 111103]
APr,",-1:.IIOIS1'O
FORM & LANGUAGI
. FOR EXECUTION
EZ Reimburse Administrative Agreement
RFP
I vI'\...>- 03
\0 -