HomeMy WebLinkAboutContract 53124 DocuSign Envelope ID:991953BC-408A-468B-979A-6A8312E2C253
City Secretary Contract No.
Nov 26 2019 FORTWORTH,
Ci C�SoVREfA Y H
VENDOR SERVICES AGREEMENT
This VENDOR SERVICES AGREEMENT ("Agreement") is made and entered into by and
between the CITY OF FORT WORTH ("City"), a Texas home rule municipal corporation and
WageWorks, Inc. ("Vendor"), a third-party administrator for benefits, each individually referred to as a
"party" and collectively referred to as the"parties."
AGREEMENT DOCUMENTS:
The Agreement documents shall include the following:
1. This Vendor Services Agreement;
2. Exhibit A—Scope of Services;
3. Exhibit B—Order Form and Price Schedule;
4. Exhibit C—Verification of Signature Authority Form;
5. Exhibit D—Funding Profile
6. Exhibit E—Business Associate Agreement
Exhibits A, B and C,which are attached hereto and incorporated herein,are made a part of this Agreement
for all purposes. In the event of any conflict between the terms and conditions of Exhibits A, B or C and
the terms and conditions set forth in the body of this Agreement,the terms and conditions of this Agreement
shall control.
1. Scope of Services. Flexible Spending Account Administration, Health Savings Account
Administration and COBRA Administration. Exhibit A-Scope of Services more specifically describes the
services to be provided hereunder.
2. Term. This Agreement shall begin on January 1,2020("Effective Date")and shall expire
on December 31, 2022 ("Expiration Date"), unless terminated earlier in accordance with this Agreement
("Initial Term"). City shall have the option,in its sole discretion,to renew this Agreement under the same
terms and conditions,for up to two(2)one-year renewal options, at City's sole discretion.
3. Compensation. City shall pay Vendor in accordance with the provisions of this Agreement
and Exhibit B—Order Form and Price Schedule. Total payment made under this Agreement for the first
year by City shall be in an amount up to three hundred thousand Dollars ($300,000.00). Payments for
the following years shall be as described in Exhibit B. Vendor shall not perform any additional services or
bill for expenses incurred for City not specified by this Agreement unless City requests and approves in
writing the additional costs for such services. City shall not be liable for any additional expenses of Vendor
not specified by this Agreement unless City first approves such expenses in writing.
OFFIUAL RECORD
4. Termination. CITY SECRETARY
FT, WOI_RTH, TX
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4.1. Written Notice. City or Vendor may terminate this Agreement at any time and for
any reason by providing the other party with 30 days' written notice of termination.
4.2 Non-appropriation of Funds. In the event no funds or insufficient funds are
appropriated by City in any fiscal period for any payments due hereunder,City will notify Vendor
of such occurrence and this Agreement shall terminate on the last day of the fiscal period for which
appropriations were received without penalty or expense to City of any kind whatsoever, except as
to the portions of the payments herein agreed upon for which funds have been appropriated.
4.3 Duties and Obligations of the Parties. In the event that this Agreement is
terminated prior to the Expiration Date,City shall pay Vendor for services actually rendered up to
the effective date of termination and Vendor shall continue to provide City with services requested
by City and in accordance with this Agreement up to the effective date of termination. Upon
termination of this Agreement for any reason, Vendor shall provide City with copies of all
completed or partially completed documents prepared under this Agreement. In the event Vendor
has received access to City Information or data as a requirement to perform services hereunder,
Vendor shall return all City provided data to City in a machine readable format or other format
deemed acceptable to City.
5. Disclosure of Conflicts and Confidential Information.
5.1 Disclosure of Conflicts. Vendor hereby warrants to City that Vendor has
made full disclosure in writing of any existing or potential conflicts of interest related to Vendor's
services under this Agreement. In the event that any conflicts of interest arise after the Effective
Date of this Agreement, Vendor hereby agrees immediately to make full disclosure to City in
writing.
5.2 Confidential Information. Vendor,for itself and its officers,agents and employees,
agrees that it shall treat all information provided to it by City ("City Information") as confidential
and shall not disclose any such information to a third party without the prior written approval of
City.
5.3 Public Information Act. City is a government entity under the laws of the State of
Texas and all documents held or maintained by City are subject to disclosure under the Texas Public
Information Act. In the event there is a request for information marked Confidential or Proprietary,
City shall promptly notify Vendor. It will be the responsibility of Vendor to submit reasons
objecting to disclosure.A determination on whether such reasons are sufficient will not be decided
by City,but by the Office of the Attorney General of the State of Texas or by a court of competent
jurisdiction.
5.3 Unauthorized Access.Vendor shall store and maintain City Information in a secure
manner and shall not allow unauthorized users to access, modify, delete or otherwise corrupt City
Information in any way. Vendor shall notify City immediately if the security or integrity of any
City Information has been compromised or is believed to have been compromised, in which event,
Vendor shall, in good faith, use all commercially reasonable efforts to cooperate with City in
identifying what information has been accessed by unauthorized means and shall fully cooperate
with City to protect such City Information from further unauthorized disclosure.
6. Right to Audit. Vendor agrees that City shall, until the expiration of three(3)years after
final payment under this contract, or the final conclusion of any audit commenced during the said three
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years,have access to and the right to examine at reasonable times any directly pertinent books, documents,
papers and records, including, but not limited to, all electronic records, of Vendor involving transactions
relating to this Agreement at no additional cost to City. Vendor agrees that City shall have access during
normal working hours to all necessary Vendor facilities and shall be provided adequate and appropriate
work space in order to conduct audits in compliance with the provisions of this section. City shall give
Vendor reasonable advance notice of intended audits.
7. Independent Contractor. It is expressly understood and agreed that Vendor shall operate
as an independent contractor as to all rights and privileges and work performed under this Agreement, and
not as agent, representative or employee of City. Subject to and in accordance with the conditions and
provisions of this Agreement,Vendor shall have the exclusive right to control the details of its operations
and activities and be solely responsible for the acts and omissions of its officers, agents, servants,
employees, Vendors and subVendors. Vendor acknowledges that the doctrine of respondeat superior shall
not apply as between City, its officers, agents, servants and employees, and Vendor, its officers, agents,
employees, servants, Vendors and subVendors. Vendor further agrees that nothing herein shall be
construed as the creation of a partnership or joint enterprise between City and Vendor. It is further
understood that City shall in no way be considered a Co-employer or a Joint employer of Vendor or any
officers, agents, servants, employees or subVendor of Vendor. Neither Vendor, nor any officers, agents,
servants, employees or subVendor of Vendor shall be entitled to any employment benefits from City.
Vendor shall be responsible and liable for any and all payment and reporting of taxes on behalf of itself,
and any of its officers, agents, servants, employees or subVendor.
8. Liability and Indemnification.
8.1 LIABILITY- VENDOR SHALL BE LIABLE AND RESPONSIBLE FOR ANY
AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY,
INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER,
WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT
ACT(S) OR OMISSION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT OF
VENDOR,ITS OFFICERS,AGENTS,SERVANTS OR EMPLOYEES.
8.2 GENERAL INDEMNIFICATION- VENDOR HEREBY COVENANTS AND
AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND CITY, ITS OFFICERS,
AGENTS,SERVANTS AND EMPLOYEES,FROMAND AGAINST ANYAND ALL CLAIMS
OR LAWSUITS OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR
EITHER PROPERTYDAMAGE OR LOSS(INCL UDINGALLEGED DAMAGE OR LOSS TO
VENDOR'S BUSINESS AND ANY RESULTING LOST PROFITS) AND/OR PERSONAL
INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS,ARISING OUT OF OR IN
CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE
NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF VENDOR, ITS OFFICERS,
AGENTS,SERVANTS OR EMPLOYEES.
8.3 INTELLECTUAL PROPERTY INDEMNIFICATION — Vendor agrees to
defend, settle, or pay, at its own cost and expense, any claim or action against City for
infringement of any patent, copyright, trade mark, trade secret, or similar property right
arising from City's use of the software and/or documentation in accordance with this
Agreement,it being understood that this agreement to defend,settle or pay shall not apply if
City modifies or misuses the software and/or documentation. So long as Vendor bears the
cost and expense of payment for claims or actions against City pursuant to this section,
Vendor shall have the right to conduct the defense of any such claim or action and all
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negotiations for its settlement or compromise and to settle or compromise any such claim;
however, City shall have the right to fully participate in any and all such settlement,
negotiations,or lawsuit as necessary to protect City's interest, and City agrees to cooperate
with Vendor in doing so. In the event City, for whatever reason, assumes the responsibility
for payment of costs and expenses for any claim or action brought against City for
infringement arising under this Agreement, City shall have the sole right to conduct the
defense of any such claim or action and all negotiations for its settlement or compromise and
to settle or compromise any such claim; however, Vendor shall fully participate and
cooperate with City in defense of such claim or action. City agrees to give Vendor timely
written notice of any such claim or action,with copies of all papers City may receive relating
thereto. Notwithstanding the foregoing, City's assumption of payment of costs or expenses
shall not eliminate Vendor's duty to indemnify City under this Agreement. If the software
and/or documentation or any part thereof is held to infringe and the use thereof is enjoined
or restrained or,if as a result of a settlement or compromise,such use is materially adversely
restricted,Vendor shall,at its own expense and as City's sole remedy,either: (a) procure for
City the right to continue to use the software and/or documentation; or (b) modify the
software and/or documentation to make it non-infringing, provided that such modification
does not materially adversely affect City's authorized use of the software and/or
documentation; or (c) replace the software and/or documentation with equally suitable,
compatible,and functionally equivalent non-infringing software and/or documentation at no
additional charge to City; or(d) if none of the foregoing alternatives is reasonably available
to Vendor terminate this Agreement, and refund all amounts paid to Vendor by City,
subsequent to which termination City may seek any and all remedies available to City under
law.
9. Assignment and Subcontracting.
9.1 Assignment. Vendor shall not assign any of its duties, obligations or rights under
this Agreement without the prior written consent of City,which consent shall not be unreasonably
withheld delayed or conditioned. If City grants consent to an assignment,the assignee shall execute
a written agreement with City and Vendor under which the assignee agrees to be bound by the
duties and obligations of Vendor under this Agreement. Vendor shall be liable for all obligations
of Vendor under this Agreement prior to the effective date of the assignment. Assignee shall be
liable for all obligations of Assignee under this Agreement on and after the effective date of the
assignment.Additionally, Vendor shall not subcontract any of its duties,obligations or rights under
this Agreement without the prior written consent of City to a subcontractor that was retained
specifically and solely for the purpose of servicing the City.
9.2 Subcontract. Vendor shall be responsible for all acts or omissions of any
subcontractors. In addition, if City grants consent to a subcontract that is retained specifically and
solely for the purpose of servicing the City, sub Vendor shall execute a written agreement with
Vendor referencing this Agreement under which sub Vendor shall agree to be bound by the duties
and obligations of Vendor under this Agreement as such duties and obligations may apply. Vendor
shall provide City with a fully executed copy of any such subcontract.
10. Insurance. Vendor shall provide City with certif-iicate(s) of insurance documenting
policies of the following types and minimum coverage limits that are to be in effect prior to commencement
of any work pursuant to this Agreement:
10.1 Coverne and Limits
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(a) Commercial General Liability:
$1,000,000- Each Occurrence
$2,000,000- Aggregate
(b) Automobile Liability:
$1,000,000- Each occurrence on a combined single limit basis
Coverage shall be on any vehicle used by Vendor, its employees, agents,
representatives in the course of providing services under this Agreement. "Any
vehicle"shall be any vehicle owned, hired and non-owned.
(c) Worker's Compensation:
Statutory limits according to the Texas Workers' Compensation Act or any other
state workers' compensation laws where the work is being performed
Employers' liability
$100,000 - Bodily Injury by accident; each accident/occurrence
$100,000 - Bodily Injury by disease; each employee
$500,000 - Bodily Injury by disease; policy limit
(d) Professional Liability(Errors& Omissions):
$1,000,000- Each Claim Limit
$1,000,000- Aggregate Limit
Professional Liability coverage may be provided through an endorsement to the
Commercial General Liability (CGL) policy, or a separate policy specific to
Professional E&O. Either is acceptable if coverage meets all other requirements.
Coverage shall be claims-made,and maintained for the duration of the contractual
agreement and for two (2) years following completion of services provided. An
annual certificate of insurance shall be submitted to City to evidence coverage.
10.2 General Requirements
(a) The commercial general liability and automobile liability policies shall
name City as an additional insured thereon, as its interests may appear. The term
City shall include its employees, officers, officials, agents, and volunteers in
respect to the contracted services.
(b) [Intentionally Omitted]
(c) Carriers will endeavor to provide a minimum of Thirty (30) days' notice
of cancellation or non-renewal to City, and ten(10)days' notice for non-payment
of premium. Notice shall be sent to the Risk Manager, City of Fort Worth, 200
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Texas Street, Fort Worth, Texas 76102, with copies to the Fort Worth City
Attorney at the same address.
(d) The insurers for all policies must be licensed and/or approved to do
business in the State of Texas. All insurers must have a minimum rating of A-VII
in the current A.M.Best Key Rating Guide,or have reasonably equivalent financial
strength and solvency to the satisfaction of Risk Management. If the rating is
below that required,written approval of Risk Management is required.
(e) Any failure on the part of City to request required insurance
documentation shall not constitute a waiver of the insurance requirement.
(f) Certificates of Insurance evidencing that Vendor has obtained all required
insurance shall be delivered to the City prior to Vendor proceeding with any work
pursuant to this Agreement.
11. Compliance with Laws,Ordinances,Rules and Regulations. Vendor agrees that in the
performance of its obligations hereunder, it shall comply with all applicable federal, state and local laws,
ordinances,rules and regulations and that any work it produces in connection with this Agreement will also
comply with all applicable federal, state and local laws, ordinances, rules and regulations. If City notifies
Vendor of any violation of such laws, ordinances, rules or regulations, Vendor shall immediately desist
from and correct the violation.
12. Non-Discrimination Covenant. Vendor, for itself, its personal representatives, assigns,
subVendors and successors in interest, as part of the consideration herein, agrees that in the performance
of Vendor's duties and obligations hereunder, it shall not discriminate in the treatment or employment of
any individual or group of individuals on any basis prohibited by law. IF ANY CLAIM ARISES FROM
AN ALLEGED VIOLATION OF THIS NON-DISCRIMINATION COVENANT BY VENDOR,ITS
PERSONAL REPRESENTATIVES, ASSIGNS, SUBVENDORSS OR SUCCESSORS IN
INTEREST, VENDOR AGREES TO ASSUME SUCH LIABILITY AND TO INDEMNIFY AND
DEFEND CITY AND HOLD CITY HARMLESS FROM SUCH CLAIM.
13. Notices. Notices required pursuant to the provisions of this Agreement shall be
conclusively determined to have been delivered when (1) hand-delivered to the other party, its agents,
employees, servants or representatives, (2) delivered by facsimile with electronic confirmation of the
transmission, or(3) received by the other party by United States Mail,registered,return receipt requested,
addressed as follows:
To CITY: To VENDOR:
City of Fort Worth WageWorks, Inc.
Attn: Assistant City Manager for IT c/o HealthEquity, Inc.
200 Texas Street Attn: General Counsel,
Fort Worth,TX 76102-6314 15 W. Scenic Pointe Drive
Facsimile: (817)392-8654 Draper, UT 84020
With copy to Fort Worth City Attorney's Office at
same address
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14. Solicitation of Employees. Neither City nor Vendor shall, during the term of this
Agreement and additionally for a period of one year after its termination,solicit for employment or employ,
whether as employee or independent contractor, any person who is or has been employed by the other
during the term of this Agreement, without the prior written consent of the person's employer.
Notwithstanding the foregoing,this provision shall not apply to an employee of either party who responds
to a general solicitation of advertisement of employment by either party.
15. Governmental Powers. It is understood and agreed that by execution of this Agreement,
City does not waive or surrender any of its governmental powers or immunities.
16. No Waiver. The failure of City or Vendor to insist upon the performance of any term or
provision of this Agreement or to exercise any right granted herein shall not constitute a waiver of City's or
Vendor's respective right to insist upon appropriate performance or to assert any such right on any future
occasion.
17. Governing Law/Venue. This Agreement shall be construed in accordance with the laws
of the State of Texas. If any action, whether real or asserted,at law or in equity, is brought pursuant to this
Agreement, venue for such action shall lie in state courts located in Tarrant County, Texas or the United
States District Court for the Northern District of Texas,Fort Worth Division.
18. Severability. If any provision of this Agreement is held to be invalid, illegal or
unenforceable,the validity, legality and enforceability of the remaining provisions shall not in any way be
affected or impaired.
19. Force Maieure. City and Vendor shall exercise their best efforts to meet their respective
duties and obligations as set forth in this Agreement, but shall not be held liable for any delay or omission
in performance due to force majeure or other causes beyond their reasonable control, including, but not
limited to, compliance with any government law, ordinance or regulation, acts of God, acts of the public
enemy, fires, strikes, lockouts, natural disasters, wars, riots, material or labor restrictions by any
governmental authority, transportation problems and/or any other similar causes.
20. Headings not Controlling. Headings and titles used in this Agreement are for reference
purposes only, shall not be deemed a part of this Agreement, and are not intended to define or limit the
scope of any provision of this Agreement.
21. Review of Counsel. The parties acknowledge that each party and its counsel have
reviewed and revised this Agreement and that the normal rules of construction to the effect that any
ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this
Agreement or Exhibits A,B, and C.
22. Amendments/Modifications/Extensions. No amendment, modification, or extension
of this Agreement shall be binding upon a party hereto unless set forth in a written instrument, which is
executed by an authorized representative of each party.
23. Entirety of Agreement. This Agreement, including Exhibits A, B and C, contains the
entire understanding and agreement between City and Vendor, their assigns and successors in interest, as
to the matters contained herein.Any prior or contemporaneous oral or written agreement is hereby declared
null and void to the extent in conflict with any provision of this Agreement.
24. Counterparts. This Agreement may be executed in one or more counterparts and each
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counterpart shall,for all purposes,be deemed an original,but all such counterparts shall together constitute
one and the same instrument.
25. Warranty of Services. Vendor warrants that its services will be of a high quality and
conform to generally prevailing industry standards. City must give written notice of any breach of this
warranty within thirty (30) days from the date that the services are completed. In such event, at Vendor's
option, Vendor shall either(a) use commercially reasonable efforts to re-perform the services in a manner
that conforms with the warranty, or (b) refund the fees paid by City to Vendor for the nonconforming
services.
26. Immigration Nationality Act. Vendor shall verify the identity and employment eligibility
of its employees who perform work under this Agreement, including completing the Employment
Eligibility Verification Form(I-9). Upon request by City,Vendor shall provide City with copies of all I-9
forms and supporting eligibility documentation for each employee who performs work under this
Agreement. Vendor shall adhere to all Federal and State laws as well as establish appropriate procedures
and controls so that no services will be performed by any Vendor employee who is not legally eligible to
perform such services. VENDOR SHALL INDEMNIFY CITY AND HOLD CITY HARMLESS
FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS
PARAGRAPH BY VENDOR, VENDOR'S EMPLOYEES, SUBCONTRACTORS, AGENTS, OR
LICENSEES. City, upon written notice to Vendor, shall have the right to immediately terminate this
Agreement for violations of this provision by Vendor.
27. Ownership of Work Product. City shall be the sole and exclusive owner of all reports,
work papers, procedures, guides, and documentation, created, published, displayed, and/or produced in
conjunction with the services that is developed or prepared specifically for the City under this Agreement
(collectively,"Work Product").
28. Signature Authority. The person signing this Agreement hereby warrants that he/she has
the legal authority to execute this Agreement on behalf of the respective party, and that such binding
authority has been granted by proper order, resolution, ordinance or other authorization of the entity. This
Agreement and any amendment hereto,may be executed by any authorized representative of Vendor whose
name, title and signature is affixed on the Verification of Signature Authority Form, which is attached
hereto as Exhibit"C".Each party is fully entitled to rely on these warranties and representations in entering
into this Agreement or any amendment hereto.
29. Change in Company Name or Ownership. Vendor shall notify City's Purchasing
Manager, in writing, of a company name, ownership, or address change for the purpose of maintaining
updated City records.The president of Vendor or authorized official must sign the letter.A letter indicating
changes in a company name or ownership must be accompanied with supporting legal documentation such
as an updated W-9, documents filed with the state indicating such change, copy of the board of director's
resolution approving the action, or an executed merger or acquisition agreement. Failure to provide the
specified documentation so may adversely impact future invoice payments.
30. No Boycott of Israel. If Vendor has fewer than 10 employees or this Agreement is for
less than $100,000, this section does not apply. Vendor acknowledges that in accordance with Chapter
2270 of the Texas Government Code, the City is prohibited from entering into a contract with a company
for goods or services unless the contract contains a written verification from the company that it: (1) does
not boycott Israel;and(2)will not boycott Israel during the term of the contract. The terms"boycott Israel"
and "company" shall have the meanings ascribed to those terms in Section 808.001 of the Texas
Government Code. By signing this contract,Vendor certifies that Vendor's signature provides written
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verification to the City that Vendor: (1)does not boycott Israel;and(2)will not boycott Israel during
the term of the contract.
31. Additional Provisions. The parties agree to add the following provisions to this Vendor
Services Agreement.
a) Plan Administrator; Fiduciary - City acknowledges and agrees that City is the "plan
administrator" and"fiduciary" of any and all employee benefit plans or programs (each a
"Plan" or,collectively,the"Plans")sponsored by City, and that Vendor is an independent
contractor engaged to perform the agreed upon Services.
b) Fees; Payment -The Fees described herein represent only those fees charged by Vendor
to City. They do not include or cover fees and/or charges that a third-party service
provider, including a Health Savings Account ("HSA") custodian bank, may directly
charge City's employee participants for services they receive from such third parties.Any
and all such fees and charges that may be charged to an individual, including deductions
made from an individual's account(e.g.,an HSA)or otherwise,by such third party service
provider are detailed in the individual agreement(s)entered into by and between the third
party service provider, including an HSA custodian bank, and each individual employee
participant, which may include but are not limited to Accountholder Agreements,
Participant Terms and Conditions and other ancillary agreements.
c) Benefit Claims Funding - City shall timely provide to Vendor all benefit claims funding
amounts ("Funding"). City acknowledges and agrees that any Funding submitted by City
to Vendor: (i) shall be comprised of general assets; (ii)does not consist of Plan assets or
participant/employee contributions, whether made by salary reduction or otherwise, and
is not otherwise subject to any restrictions; and(iii)shall not be segregated or set aside in
a trust or escrow account by Vendor. City agrees to pay Vendor the entire amount
delivered, or deliverable,to participants in any Plan, regardless of whether City collects
sufficient payroll deductions from City participants.
d) Indemnification - City will promptly notify the Vendor of any claim. The Vendor shall
assume and have sole control of the defense of such claim; provided, however, that
Vendor may not settle any claim without the prior written consent of the City if such
settlement exposes the City to any liability.
e) Limitation of Liability—In no event shall either party be liable to the other for incidental,
consequential, special, or punitive damages (including, without limitation, lost profits,
loss of data or cost of substitute services) arising out of or in connection with any
agreement between the parties,the Vendor's system or the services performed thereunder
under any theory of liability (whether in contract, tort, strict liability or otherwise). In
addition, except for breaches of confidentiality or privacy, Vendor shall only be liable to
the City for any direct damages in an amount equal to (a) actual damages or(b) the fees
payable to Vendor for the services giving rise to the claim during the plan year in which
the event occurs,whichever is less.
f) Escheatment. City shall be solely responsible for compliance with all escheatment
obligations.
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IN WITNESS WHEREOF,the parties hereto have executed this Agreement in multiples.
(signature page follows)
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ACCEPTED AND AGREED:
CITY OF FORT WORTH:
CONTRACT COMPLIANCE MANAGER:
By signing I acknowledge that I am the person
responsible for the monitoring and administration of
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By: this contract, including ensuring all performance and
v v Name: reporting requirements.
J��s S. Ch 4/��.
Title: Assistant City Managety
Date: 2 201f By: '` A,
Name: C�r1r1P HU171
APPROVAL RECOMMENDED: Title: ?1,enef os Lk aqp r(
APPROVED AS TO FORM AND LEGALITY:
By:
Name: p
Title: - By:
ATTEST r Name: 5c r
Title: Assistant City Attorney
CONTRACT AUTHORIZATION:
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M&C: -19,3• i 6 if 8 f iq
By:
Name: 1-thA4pt ' .'�kB ya(d5'• a ��q' �Sioot�i d
Titl G1ty Secretary
VENDOR:
WAGEWORKS, INC.
DocuSigned by:
�G"T
By:
Name: Darcy Mott
Title: Chief Financial Officer
November 20 19
Date: ,20
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH,TX
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EXHIBIT A
SCOPE OF SERVICES
Flexible Spending Account (FSA) Services
1. (-'I_,Ir!..NT'S RI SP(=)NSIBII.,ITIES
You are the plan administrator and the claims fiduciary as described under ERISA and the Internal Revenue Code.
As such, only you have the power to waive, alter, breach or modify any of the terms and conditions of the flexible
spending account plan("Plan"),and you exercise all discretion,control or authority with respect to the disposition of
the available benefits. As such,you shall:
a. Ensure that the summary plan descriptions,plan documents and any other documentation relating to the Plan
are appropriately completed, are in compliance with FSA requirements and all applicable law, and are
appropriately and timely adopted.
b. Provide us with a complete copy of all summary plan descriptions and plan documents for our reference in
connection with the provision of Services.
c. Distribute summary plan descriptions, summaries of material modifications and any other plan
documentation to participants on a timely basis.
d. Determine which individuals are eligible to participate in your Plan and provide us with accurate and
complete initial enrollment and eligibility data in the prescribed electronic data file format.
e. Provide accurate and timely changes to participant enrollment and eligibility data,including,but not limited
to, information that modifies a participant's eligibility, status or election under the Plan, leaves of absence
and terminations,in the prescribed electronic data file format.
f. Ensure that your medical plan carriers and/or payroll data processor provide timely, accurate and complete
data files in the prescribed electronic data file format and method specified by us.
g. Correct all errors in any data, files or other materials provided to us by you or on your behalf by your third
party service providers(e.g.,carriers). We do not audit data, files or other information provided by you or
your third party service providers.
h. Execute a Funding Agreement and provide all funding required to cover all payments (e.g., FSA claim
reimbursements, payment requests and card transactions) made under the Plan in accordance with the
Funding Agreement. We shall not be obligated to issue any payments in the absence of an executed Funding
Agreement. You have the sole responsibility and obligation to provide us with all required funding.
i. Timely pay all service fees.
j. Provide participants with any required information if you elect to offer Grace Period under your Plan."Grace
Period" is the amount of time (but no more than 2-1/2 months) following the close of a Plan year during
which a participant may incur eligible expenses that may be applied against any balance that remains in the
participant's account for the immediately preceding Plan year before any expenses are applied to the
participant's account for the current Plan year(i.e., the Plan year in which the expense is incurred), if the
participant has enrolled for the current Plan year.
k. Provide participants with any required information if you elect to offer Carryover under your Plan.
I. Provide participants with any required information if you elect to offer Run-Out under your Plan. "Run-Out"
is the period after the close of a Plan year during which a participant may submit claims for eligible expenses
incurred during the immediately preceding Plan year.
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m. As claims fiduciary,process the second level and/or any final appeal of any claim for benefits.
n. Manage access to the employer portal of our website by your personnel based upon your internal
confidentiality and HIPAA privacy policies and procedures.
o. Comply with all applicable laws(e.g.,HIPAA,COBRA and ERISA)with respect to your Plan and make any
required filings with the appropriate governmental agencies,including the DOL and the IRS.
IL WAGE,WORKS' RESPONSIBILITIES
We have been engaged by you to provide certain administration services in connection with your Plan(s).
Accordingly, you have authorized us to use our standard procedures for the provision of services that have been
designed to ensure that the administration of your Plan is in compliance with ERISA and all other applicable
regulations. We shall provide our services in accordance with the framework of policies, interpretations, rules,
practices aid procedures as set forth in the Plan documents,and as otherwise mutually agreed upon or as directed by
you. We shall:
a. If applicable,provide template summary plan descriptions and plan documents for your review,completion
and adoption.
b. Provide you with a set of electronic file specifications for the delivery of data to us.
c. Process initial and ongoing enrollment and eligibility data files submitted by you in the prescribed electronic
data file format.
d. Process enrollment data and benefit elections submitted by participants directly through proper methods(e.g.,
our website).
e. Process data files received from your medical plan carriers and/or payroll data processor in the format and
method specified by us.
f. Administer all funding provided you pursuant to the terms of the Funding Agreement.
g. Process claims received from participants.
h. Process the first appeal of a claim.
i. Issue payments via the following methods:
• Bill Payments Services-We issue payments for FSA-eligible expenses on behalf of a participant through
either check or other electronic fund transfer directly to the health care or dependent care provider.
• Reimbursement Services-We issue a reimbursement payment for FSA-eligible expenses through either
check or direct deposit to the participant.
• Card Payment Processing—We process debit card transactions and authorize payments made directly to
approved payees(e.g.,health care providers,drugstores or qualifying merchants)via the debit card.
j. Administer Grace Period,if applicable,subject to ongoing payment of service fees.
k. Administer Carryover,if applicable,subject to ongoing payment of service fees.
I. Administer Run-Out,if applicable,subject to ongoing payment of service fees.
M. Provide you with access to our website where you may:
• View and download standard reports (e.g., summary of expenditures claimed by participants,the total
number of participants in the Plan,the total amount of benefits paid or reimbursed for each FSA)
• View individual participant FSA transactions
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• Access to our online communications gateway and download standard electronic communication
material at no additional charge. Customized items may be provided for an additional fee, plus charges
for applicable bulk sales,taxes,shipping and handling.
n. Provide you with a client services representative to answer phone or email inquiries by your staff regarding
any service matters during the period of 8:00 a.m.(ET)to 8:00 p.m.(ET),Monday through Friday,excluding
holidays and other non-business days.
o. Provide customer service representatives who are available to answer participant phone calls during
WageWorks' customer service hours.
p. Provide participants with 24/7 access(excluding scheduled maintenance)to our website and our interactive
voice response phone system,where participants can access information regarding their FSAs.
q. Participate in enrollment meetings and benefits fairs for an additional charge.
r. Add your logo and/or name on the participant website upon request.
[FSA Services—v.5.1.2019]
Health Savin`s Account (HSA) SerA iLcs
You have established a high deductible health plan("HDHP"),which is paired with a health savings account("HSA")
plan, for the benefit of your eligible employees who are participating in the HDHP.
Each such eligible employee who participates in your HSA plan offering will be required to enter into an
Accountholder Agreement as well as other agreements including, but not necessarily limited to, an HSA Adoption
Agreement,Custodial Account Agreement,Disclosure Statement,and HSA Deposit Account Terms,Conditions and
Disclosures, directly with the third party custodian bank that you have selected to hold the employees' HSA funds.
The custodian bank has the right to charge fees and other amounts to each individual HSA accountholder and, with
appropriate notice to such individual HSA accountholder,to make changes to the custodian bank's accountholder fee
schedule and any other terms and conditions contained in any of their documents if and when the custodian bank
deems it appropriate.
For clarification, HSA custodian banks are not subcontractors of WageWorks and the Accountholder Agreement
between a custodian bank and each individual HSA accountholder controls the terms under which the HSA is
maintained by the custodian bank, including the rights of the custodian bank to charge fees or other amounts to
individual HSA accountholders for managing the HSAs.
I. CLIENT'S RESPONSIBILITIES
As the plan sponsor,you are liable for the design,funding and operation of your Plan("Plan")including compliance
with IRS Code Section 223.You shall:
a. Select a custodian for your Plan from our list of approved custodians.
b. Require your employees to complete enrollment procedures to open an HSA.
c. Determine if an employee is eligible to contribute to an HSA.
d. Electronically identify salary reductions and employer contributions for each individual.
e. Limit salary reduction HSA contributions to the maximum specified annually by the IRS.
f. Provide accountholders with all applicable notices, forms and disclosures, including those provided by the
custodian or us.
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g. For batch-file enrollment,execute a hosting agreement with the custodian and post terms and conditions on
your benefits portal,if applicable.
h. Provide us with information that we request with respect to each accountholder.
i. Provide us with completed forms and notices needed to transfer accountholders with existing HSAs from
their current custodian to a new one.
j. Represent and guarantee that accountholder information and enrollments are accurate and complete.
k. Remit to us the funds to be deposited into each HSA accompanied by data that accurately indicates the credit
amount to be applied to each account.
I. Provide benefits funding pursuant to the terms of the Funding Agreement.
M. Accept full liability for any funds not received by us,or for any errors in crediting an HSA based on false or
incorrect data provided by you or an accountholder.
n. Assume full responsibilities for HSA accountholder information that you have provided to us to administer
the HSAs,including costs and expenses for error correction.
o. Provide no further limitations beyond the restrictions imposed by the IRS Code for beneficiaries moving or
using their HSA funds.
p. Timely pay all service fees.
q. Represent:
• Your employee data has been positively identified either by IRS I-9 forms or upon your review of your
beneficiaries'government-issued documentation as evidence of nationality or residence;and
• Your employees have certified their authorization to work in the United States and provided social
security numbers or taxpayer ID numbers, which you will provide us for the purpose of establishing
HSAs.
We have been engaged by you to perform certain recordkeeping and administrative services in connection with your
Plan. We shall:
a. Provide data and file integration with your HSA custodian.
b. Provide a set of electronic file specifications for you to use in delivering data to us.
C. Provide standard HSA materials and forms,including HSA applications and information brochures,required
by the HSA custodian for viewing and download via an accessible website.
d. Upload and post contribution files after your payroll contributions are completed.
e. Allocate contributions to pay applicable administrative and account maintenance fees for the HSAs.
f. Work with you to correct inaccurate and mistaken HSA contributions to the extent practicable under IRS
Code Section 223 and all other applicable regulations.
g. Provide accountholders with access to their HSA balance through our Card Services,Bill Payment Services,
and online withdrawal requests via the website.
h. Make rollover distributions to a new trustee or custodian.
i. Provide for viewing and download the following reports:enrollment report,invoice report,HSA contribution
funding report,HSA pending and expired contribution report,and HSA termination report.
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j. Close an HSA upon the instructions of the accountholder.
III. c S'1'Ol)IAN'S RESPO`SIBILITIE'
a. Determine if an HSA is in an open status and if contributions can be posted to the HSA.
b. Provide individual participants with Accountholder Agreements as well as other agreements including, but
not necessarily limited to, an HSA Adoption Agreement, Custodial Account Agreement, Disclosure
Statement, and HSA Deposit Account Terms, Conditions and Disclosures, outlining the fees and charges
that the custodian may charge such individuals directly for administering their accounts or otherwise and
advising such individuals that such fees are subject to change as outlined in their individual Accountholder
Agreements and other agreements provided directly to the participant.
c. Provide confirmations for funds remitted by you.
d. Deposit funds remitted by you into the HSAs.
e. invest the funds in the HSAs,pursuant to the allocations designated by the accountholders.
f. Provide account statements to accountholders.
g. For purposes of account funds rollover,facilitate the transfer of HSA funds into or out of the
accountholder's account at the instruction of the accountholder.
h. Ensure accuracy, completeness, legality, timeliness or other compliant status of any data provided
to us.
i. File any Form 1099-SA (or equivalents) with the IRS and distribute Forms 1099-SA and 5498-SA to
accountholders.
[HSA Services-v.3/30/2018]
COBRA Services
(CO PL1N )
The following is a description of general rights and obligations with respect to COBRA administration and other
federal notice services ("Services") provided by WageWorks. Only those Services described below that are
specifically chosen by you and for which the applicable fee is paid will be provided by WageWorks.
You have independently concluded that one or more of your Health Plans are subject to the provisions of COBRA
and/or the portability provisions of HIPAA.Consequently,you are required to perform certain acts in order to comply
with COBRA and/or HIPAA. You have requested WageWorks to assist you with satisfying certain of your obligations
under the aforementioned COBRA rules,as follows:
i. CLIENT'S RESPONSIBILITIES
You shall:
a. Timely furnish to WageWorks all information that WageWorks has determined is necessary for WageWorks
to provide the Services,including,without limitation,the following:
1. Notify WageWorks of the annual Open Enrollment Period.
2. Determine which individuals are eligible to participate in your Health Plan(s)and provide us with
accurate and complete eligibility data in the prescribed electronic data file format.
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3. Provide accurate and timely changes to Continuant enrollment and eligibility data, including, but
not limited to,information that modifies a Continuant's eligibility, status or election under a Health
Plan, in the electronic data file format prescribed by WageWorks.
4. Notify WageWorks in writing of any changes in carriers and/or Health Plan(s) at least sixty (60)
days prior to the effective date of the change.
5. Notify WageWorks in writing of any changes in premiums that shall apply at least sixty(60)days
prior to the effective billing date of the new premium.
6. Review all requests for reinstatement by a former Continuant or any other written request for review
or determination concerning the terms and conditions of the Health Plan(s).
b. Be solely responsible for making eligibility determinations under the Health Plan(s).
c. Be solely responsible for reviewing all reports submitted by WageWorks and notifying WageWorks of any
errors of which you become aware as soon as reasonably practicable after reviewing the reports,but no later
than ninety(90)days after the report is rendered. Any error(s)identified by you more than ninety(90)days
after the initial report is rendered will be null and void, and WageWorks will not be liable for any
discrepancies associated with any errors reported after ninety(90)days.
d. Obtain all required consents from Continuants necessary to disclose PHI to WageWorks for the provision of
Services.
e. Correct all errors in any data, files or other materials provided to WageWorks by you or on your behalf by
your third party service providers(e.g.,carriers,payroll/pension data providers). WageWorks does not audit
data,files or other information provided by you or your third party service providers.
f. Timely pay all fees.
g. Timely pay all costs, including postage (billed at then-current USPS First Class Mail rates), print, copying
and travel charges.
h. Manage access to the employer portal of our website by your personnel based upon your internal
confidentiality and HIPAA privacy policies and procedures.
i. Comply with all applicable laws with respect to your Health Plan(s)and make any required filings with the
appropriate governmental agencies, including the Department of Labor and the Internal Revenue Service.
11. WAGEI%ORBS` RESPONSIBILITIES
WageWorks shall:
a. Provide you with a set of electronic file specifications for the delivery of data to WageWorks.
b. Process data files submitted by you in the electronic data file format prescribed by WageWorks.
c. Send the following Notices in accordance with the terms of the service agreement between you and
WageWorks and WageWorks' standard operating procedures,as set forth in further detail below,subject to
the timely receipt from you of all information necessary for WageWorks to complete the Notices sufficiently
in advance of applicable deadlines.
i. Federal COBRA Notices in accordance with 29 C.F.R.2590.606(as amended from time to time).
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ii. WageWorks' standard COBRA General Notice, as soon as reasonably possible, but no later than
seven (7) business days after receiving from you the information necessary for WageWorks to
complete and send the COBRA General Notice.
iii. WageWorks' standard COBRA Election Form,as soon as reasonably practicable,but no later than
fourteen (14) days after receiving from you or the Qualified Beneficiary (as applicable) the
information necessary for WageWorks to complete and send the Election Form.
iv. WageWorks' standard Notice of Unavailability of COBRA (as required by 29 C.F.R. 2590-606-
4(c)),as soon as reasonably possible,but no later than fourteen(14)days after receiving notice from
the Continuant.
V. WageWorks'standard Notice of Termination indicating that COBRA coverage is terminating or has
terminated,within a reasonable amount of time after COBRA coverage has ended.
d. Send each Notice by first-class mail to the last known address on record with WageWorks. WageWorks is
not responsible for resending any Notice that is returned to WageWorks if the Notice was mailed to the last-
known address on record with WageWorks.
e. Based on your election of partial,standard or custom Open Enrollment options,WageWorks will provide the
following services,subject to applicable fees:
Partial Service Stiendard Service.:: .`C�staSeewzc
WageWorks will provide a WageWorks will produce and WageWorks will produce and
sample Open Enrollment Election mail Participant Open mail Participant Open
Form template for the client to Enrollment Notice&Election Enrollment Notice&Election
provide to their Form packages,up to 7 sheets Form packages,up to 30 sheets
participants.WageWorks will of paper(double-sided). of paper(double-sided).Special
manage carrier and billing WageWorks will manage handling for division-based
updates.Fee billed per enrolled carrier and billing updates.Fee communications and/or custom
participant. billed per packet.Postage and inserts.WageWorks will
additional printing fees may manage carrier and billing
apply in some situations and updates.Fee billed per packet.
will be disclosed to the client. Postage and additional printing
fees may apply in some
situations and will be disclosed
to the client.
f. Process COBRA enrollment and change forms submitted directly by Qualified Beneficiaries and/or
Continuants through proper methods (e.g., WageWorks' website). Enrollment and elections will be
considered timely made if the form is postmarked by the U.S. Postal Service or express delivery service
within the applicable statutory period or Open Enrollment Period.
g. Provide monthly premium payment coupons to Continuants.
h. Maintain records regarding Notices sent for a period of eight(8)years.
i. Establish a process for Continuants(or a third party on behalf of the Continuant)to pay the required COBRA
premiums to WageWorks. WageWorks deems all premiums received by WageWorks to be timely made
based on the United States Postal Service postmark date or on the date received if made through accepted
electronic funds transfers.
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j. Deposit all premiums received by WageWorks into an account maintained by WageWorks on behalf of its
clients.
k. Send you all timely and completed premiums received by WageWorks during the applicable month. This
amount may be reduced by the two percent(2%)administrative fee and any other applicable fees(unless a
different payment method is agreed to by the parties)no later than ten(10)business days after the end of the
month in which the premiums were received by WageWorks. WageWorks may submit premiums to
appropriate third parties upon written instructions from you;additional administrative fees may apply.
1. Respond to inquiries by providers and/or insurance carriers regarding coverage status of Qualified
Beneficiaries and Continuants within a reasonable period of time after receiving the inquiry. All responses
will be based solely on the information provided by you and maintained by WageWorks.
m. Forward to you for review all requests for reinstatement submitted by former Continuants to WageWorks,as
well as any other written request for review or determination submitted to WageWorks concerning the terms
and conditions of the Health Plan(s). WageWorks is not responsible for making eligibility determinations
under the Health Plan(s).
n. Provide to you scheduled reports detailing COBRA activities. Upon request,WageWorks will also provide
scheduled reports detailing COBRA activities to additional recipients designated by you. Sending reports to
non-Client recipients(e.g.,a health insurance carrier)is subject to an additional fee. WageWorks will work
with you to resolve any errors that you notify WageWorks about within ninety (90) days after a report is
rendered. Any error(s) identified by you more than ninety(90)days after the initial report is rendered will
be null and void and WageWorks will not be liable for any discrepancies associated with any errors reported
after ninety(90)days.
o. Provide to you a detailed report of WageWorks' COBRA administrative service activities during the
preceding month no later than ten(10)business days following the last day of such month.
p. Provide you with access to our website where you may:
i. View and download standard reports
ii. View individual account information
iii. Access to our online communications gateway and download standard electronic communication
material at no additional charge. Customized items may be provided for an additional fee, plus
charges for applicable bulk sales,taxes,shipping and handling.
q. Provide you with a client services representative to answer phone or email inquiries by your staff regarding
any service matters during the period of 9:00 a.m.(ET)to 6:00 p.m.(ET),Monday through Friday,excluding
holidays and other non-business days.
r. Provide customer service representatives who are available to answer Qualified Beneficiary and Continuant
phone calls during the period of 8:00 AM ET to 8:00 PM ET,Monday through Friday, excluding holidays
and other non-business days.
s. Provide Qualified Beneficiaries and Continuants with 24/7 access(excluding scheduled maintenance)to
our website where Participants can access information regarding their COBRA coverage.
Ill. ADDITIONAL SERVICES
In addition to the services set forth above,WageWorks may also provide you with the following optional services,
as elected and subject to the payment of additional fees. Optional services may include the following:
a. HIPAA Notices. Send the following HIPAA Notices:
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i. HIPAA Portability Notices in accordance with applicable federal HIPAA guidelines set forth in 29
C.F.R.2590.701 (as amended from time to time).
ii. WageWorks' standard HIPAA Rights Notice in accordance with DOL Reg. §§ 2590.701-3(c)and
2590.701-6(c).
b. Women's Health Care and Cancer Rights Act Notice. Send WageWorks' standard Women's Health Care
and Cancer Rights Act Notice following enrollment in the applicable Health Plan and annually thereafter as
soon as reasonably possible after receiving from you the information necessary for WageWorks to complete
the Notice.
C. On-site Meetinszs. Participate in benefits fairs.
d. Customization Services. Provide customization services for non-standard files and/or communications.
e. Carrier Remittance Services. Remit premiums directly to carrier.
f. Post-termination Transition Services. Provide mutually agreed upon post-termination transition services.
WageWorks shall not be obligated to provide post-termination transition services if services are terminated
due to your failure to pay amounts due.
IV. DISCLAIMER
Notwithstanding anything to the contrary, WageWorks shall not be responsible to receive or review claims
for benefits under any Plan(s),or be liable for the payment of any claims for benefits under,or in connection
with,any Plan(s).
V. DEFINITIONS
"COBRA" means the Consolidated Omnibus Budget Reconciliation Act of 1985 and the regulations issued
thereunder,as amended from time to time.
"Continuant"means a Qualified Beneficiary who has elected COBRA and is currently covered.
"Health Plan" means the group health plan(s) established and maintained by the Client, as identified by
Client.
"HIPAA"means the Health Insurance Portability and Accountability Act of 1996 and the regulations issued
thereunder,as amended from time to time.
-Notice"a notice required to be sent by applicable federal law.
"Open Enrollment Period" means the period during which a Qualified Beneficiary may elect COBRA
continuation coverage and enroll in or change coverage under a Plan.
"Qualified Beneficiary" shall have the same meaning as 26 U.S.C.498013(g)(1).
'•P1 PHI"means Per Eligible Per Month and it refers to the COBRA eligible population. With respect to the
WageWorks billing, "Per Eligible Per Month" (PEPM) is equivalent to "per covered lives". Client shall
provide a good faith estimate of the total number of COBRA eligible employees which is equivalent to
covered lives during each plan year's open enrollment period and shall,prior to commencement of each plan
year,submit a copy of the health insurance invoices(e.g.,medical,dental,vision and/or EAP,if applicable)
to substantiate the COBRA eligible(covered lives)count.
[COBRA Services—v. 1.1.2019]
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EXHIBIT B
ORDER FORM AND PRICE SCHEDULE
Effective Date*: 1/1/2020 Payment Method:Wire/ACH Credit
End Date: 12/31/2022 Payment Terms: Net 30 days
Service Charge on Overdue Amounts:2%Per Month
Services:
FSA Admin Fee $2.50 PPPM Per Participant Per Month
FSA Monthly Minimum $0.00
FSA Implementation Fee $0.00
HSA Admin Fee $0.00 PAPM Per Account Per Month
HSA Monthly Minimum $0.00
HSA Implementation Fee $0.00
Custom Fee Additional Service Fee $150.00 Fee billed per hour.IT development costs.
Non-Discrimination Additional Service Fee $0.00 Each non-discrimination testing session which includes:
Testing Session- Section 125 Key Employee Concentration Test,Section
Standard Package 129 More Than 5%Owners Test(Dependent Care FSA)
and Section 129 55%Average Benefits Test(Dependent
Care FSA test). Up to three tests per year.
FSA HSA Plan Additional Service Fee $0.00 FSA/HSA Plan Document and Summary Plan Description.
Document and Priced per plan.
Summary Plan
Description
Benefit Fairs Additional Service Fee $0.00 Per day fee plus all travel costs.
Balance Transfer- Additional Service Fee $0.00 Balance transfer from previous TPA.During plan year
Previous TPA (mid-year transitions),WageWorks will work with the
client's previous administrator to obtain election amounts
and balances.At the start of their plan year and offer the
Grace Period, WageWorks will work with the previous
administrator to take over balances.
Thermal Print Card Additional Service Fee $2,000.00 Thermal Logo on WageWorks Debit Card.
Logo(2,000PPT
minimum)
COBRA Admin Fee $8.00 PCPM Per Continuant Per Month
COBRA Monthly Minimum $0.00
COBRA QE Notice Fee $8.00
COBRA General Notice Fee $3.00
COBRA Implementation Fee $0.00
COBRA Open Additional Service Fee $15.00 Standard Service Open Enrollment: WageWorks will
Enrollment produce and mail Participant Open Enrollment Notice&
Election Form packages, up to 7 sheets of paper(double-
sided).WageWorks will manage carrier and billing
updates.Fee billed per packet.Postage and additional
printing fees may apply in some situations and will be
disclosed to the client.
COBRA Open Minimum $0.00 A per-plan year service fee minimum will be assessed.
Enrollment
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Takeover of Additional Service Fee $0.00 Acquisition and integration of existing COBRA participant
Existing COBRA information including the production of new monthly
Participants payment invoices,tracking the remainder of the eligibility
period,and providing 24/7 access to participant
information via IVR,Internet,and toll-free participant
services support.One-time fee per takeover processed.
Premium Additional Service Fee $25.00 Service to send continuant premium payments to carriers.
Remittance to Carrier reconciliation not included.Fee billed per carrier
Carrier per month.
Service Delivery Standards:
These Service Delivery Standards apply to FSA,HRA,HSA and/or Commuter services(as applicable).WageWorks
will tie a portion of the Monthly Service Fee(excluding custodian fees)paid by Client during the applicable quarter
to the Service Delivery standards,as set forth below. Service Delivery Standards are measured quarterly. To ensure
uniformity of reporting,measurements are based on WageWorks'overall book of business.Failure to meet any metric
shall exclude items caused by any force majeure event. Any amount due to Client shall be paid by WageWorks
following the close of the quarter.
Customer service call response 80%answered within 30 seconds 6%
times
Call abandonment rate <_5% 3%
1st call resolution >_80% 3%
Claims processing 99%of claims processed within 2 business days for visibility on 3%
web-site
Claims accuracy 99%for payment(financial)accuracy 3%
Claims Reimbursement 90%of approved claims paid out within 5 business days from 3%
processing
Card Fulfillment 95%of cards mailed within 5 business days upon transmission 3%
of clean enrollment file to card production vendor
System u time >_99% 3%
File processing 99%of files loaded within 48 business hours and balances 3%
updated within 72 business hours
MAXIMUM AGGREGATE %OF QUARTERLY FEES AT RISK 30%
COBRA Service Delivery Standards:
These Service Delivery Standards apply to COBRA. WageWorks will tie a portion of the Monthly Administrative
Service Fees paid by Client during the applicable quarter to the Service Delivery Standards,as set forth below.Service
Delivery Standards are measured quarterly. To ensure uniformity of reporting, measurements are based on
WageWorks' overall book of business.Failure to meet any metric shall exclude items caused by any force majeure
event.Any amount due to Client shall be paid by WageWorks following the close of the quarter.
Client Premium Statement and Fee Invoice 98%distributed<7 business days after the 1"of the 1%
month
Payment Posting Timeliness 98%posted by WageWorks 3 business days after 2%
date received by WageWorks
Inbound File Processing Timeliness 98%_<2 business days after date received by 1%
WageWorks
Customer Service Call Response Times 80%answered within 30 seconds 2%
Call Abandonment Rate-Participant Calls <5%of calls 2%
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Resolution of Participant Inquiries 90%< 1 business day after date case was opened by 1%
WageWorks
Resolution of Participant Inquiries 98%<5 business days after date case was opened by 1%
WageWorks
MAXIMUM AGGREGATE %OF QUARTERLY FEES AT RISK 10%
• *This Order Form shall be effective as of 1/1/2020(unless this Order Form is incomplete or does not match our
records). Billing shall commence upon start of Service(s)or next billing period following the effective date,
whichever is later.
2%COBRA Surcharge: WageWorks Retains 2%Surcharge
Vendor Services Agreement Page 23 of 30
DocuSign Envelope ID:991953BC-408A-468B-979A-6A8312E2C253
EXHIBIT C
VERIFICATION OF SIGNATURE AUTHORITY
WAGEWORKS,INC.
C/O HEALTHEQUITY,INC.
15 W. SCENIC POINTE DRIVE
DRAPER,UT 84020
Execution of this Signature Verification Form ("Form") hereby certifies that the following
individuals and/or positions have the authority to legally bind Vendor and to execute any agreement,
amendment or change order on behalf of Vendor. Such binding authority has been granted by proper order,
resolution, ordinance or other authorization of Vendor. City is fully entitled to rely on the warranty and
representation set forth in this Form in entering into any agreement or amendment with Vendor. Vendor
will submit an updated Form within ten (10) business days if there are any changes to the signatory
authority. City is entitled to rely on any current executed Form until it receives a revised Form that has been
properly executed by Vendor.
I. Name: Darcy Mott
Position: Chief Financial Officer DocuSigned by:
Signature
Name: Del Ladd DocuSigned by:
�t l.A1n.0 [ZLU
Title: Secretary of WageWorks, Inc.
Date: 11/20/2019
Vendor Services Agreement—Exhibit C Page 24 of 30
DocuSign Envelope ID:991953BC-408A-468B-979A-6A8312E2C253
City Secretary Contract No.
EXHIBIT D
FUNDING PROFILE
Vendor Services Agreement Page 25 of 30
DocuSign Envelope ID:991953BC-408A-468B-979A-6A8312E2C253
City Secretary Contract No.
EXHIBIT E
BUSINESS ASSOCIATES AGREEMENT
This Business Associate Agreement ("Agreement") is made and entered into by and between the City, as
our client,and Seller,Inc.(and its subsidiaries),as your service provider,pursuant to the Service Agreement
entered into by and between us on even date herewith. This Agreement is incorporated by reference into
the Service Agreement, supersedes any prior Business Associate Agreement we have been party to and
reflects the Omnibus HITECH Act Final Regulations as of January 25,2013.
1. Definitions
Unless otherwise defined, terms used in this Agreement have the same meaning as those terms in the
Standards for Privacy of Individually Identifiable Health Information or the HIPAA Security Standards
("HIPAA Privacy& Security Rules"), found at 45 CFR Parts 160-164.
a. "Agreement"means this Business Associate Agreement.
b. `Business Associate" means Seller, Inc. and its subsidiaries.
c. "Covered Entity" means the City.
d. "HITECH Act"means the HITECH Act of the American Recovery and Reinvestment Act of 2009
(Title XIII, Subtitle D of P.L. 111-5), enacted February 17, 2009 (codified at 42 USC § 17921 et
seq.).
e. `Service Agreement"means the Order Form(s)and General Terms and Conditions of Service.
2. Obligations and Activities of Business Associate
a. Use or Disclosure of Protected Health Information.Business Associate agrees not to use or disclose
Protected Health Information,other than as permitted or required by this Agreement or as required
by Law.All data transmissions shall be encrypted.
b. Safeguards. Business Associate agrees to use appropriate safeguards to prevent use or disclosure
of the Protected Health Information other than as provided for by this Agreement.
c. Duty to Mitigate. Business Associate agrees to mitigate, to the extent practicable, any harmful
effect that is known to Business Associate of a use or disclosure of Protected Health Information
by Business Associate in violation of the requirements of this,Agreement.
d. Duty to Report Violations. Business Associate agrees to report to Covered Entity any use or
disclosure of the Protected Health Information not provided for by this Agreement of which it
becomes aware, including, where there is a breach of Protected Health Information, the identities
of any individual whose Protected Health Information was breached and the data elements
disclosed.
e. Agents.In accordance with 45 CFR 164.502(e)(1)(ii)and 164.308(b)(2),Business Associate agrees
to ensure that any subcontractors that create, receive, maintain, or transmit Protected Health
Information on behalf of Business Associate agree to the same restrictions, conditions, and
requirements that apply to Business Associate with respect to such information.
Vendor Services Agreement Page 26 of 30
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City Secretary Contract No.
f. Access to Secretary. Business Associate agrees to make internal practices, books, and records,
including policies and procedures and Protected Health Information, relating to the use and
disclosure of Protected Health Information received from, or created or received by Business
Associate on behalf of, Covered Entity available to the Secretary of Health and Human Services,
for purposes of the Secretary determining Covered Entity's compliance with the HIPAA Privacy&
Security Rules.
g. Access to Individuals. Business Associate agrees to provide individuals with access to their
Protected Health Information, as held in a Designated Record Set by Business Associate, in order
to meet the requirements under 45 CFR 164.524.
h. Amendment of Protected Health Information. Business Associate agrees to make any
amendment(s)to Protected Health Information it holds in a Designated Record Set, as directed by
the Covered Entity pursuant to 45 CFR 164.526.
i. Accountiniz of Disclosures. Business Associate agrees to document and provide a description of
any disclosures of Protected Health Information and information related to such disclosures as
would be required for Covered Entity to respond to a request by an Individual for an accounting of
disclosures of Protected Health Information in accordance with 45 CFR 164.528. Business
Associate agrees to provide such information to Covered Entity,or to an Individual at the direction
of the Covered Entity, in order for Covered Entity to comply with the accounting requirements in
45 CFR 164.528.
j. Covered Entity's Right to Restrict. Business Associate agrees to comply, upon communication by
Covered Entity, with any restrictions to the use or disclosure of Protected Health Information that
Covered Entity has agreed to in accordance with 45 CFR 164.522.
k. HIPAA Security Standards.
i. Business Associate agrees to comply with the HIPAA Privacy & Security Rules with respect
to any Electronic Protected Health Information that Business Associate holds on behalf of the
Plan.
ii. Business Associate agrees to use appropriate safeguards and comply with Subpart C of 45 CFR
Part 164 with respect to Electronic Protected Health Information to prevent use or disclosure
of Protected Health Information other than as provided for by the Agreement.
iii. Business Associate agrees to implement administrative,physical,and technical safeguards that
reasonably and appropriately protect the confidentiality, integrity, and availability of the
Electronic Protected Health Information that it creates, receives, maintains, or transmits on
behalf of Covered Entity, as required in the HIPAA Privacy& Security Rules.
iv. Business Associate agrees to ensure that any agent, including a subcontractor, to whom it
provides Electronic Protected Health Information agrees to implement reasonable and
appropriate safeguards to protect such information.
v. Business Associate agrees to report to Covered Entity any security incident under the HIPAA
Privacy&Security Rules of which it becomes aware, including the identities of any individual
whose Electronic Protected Health Information was breached.
Vendor Services Agreement Page 27 of 30
DocuSign Envelope ID:991953BC-408A-468B-979A-6A8312E2C253
City Secretary Contract No.
3. Responsibilities If Security Breach.
Business Associate shall notify Covered Entity immediately if there is a breach by either Business Associate
or one of its agents of unsecured protected health information, as defined in, and consistent with, the
HITECH Act and any regulations or guidance issued thereunder, including 45 CFR Part 164, Subpart D.
Such notification shall:
a. Be made in writing to the Covered Entity's Privacy Officer.
b. Be made within ten(10)days of discovery.
c. Include the names of the individuals whose information was breached, the circumstances
surrounding the breach,the date of the breach and date of discovery,the information breached,any
steps the individuals should take to protect themselves, the steps Business Associate (or its agent)
is taking to investigate the breach,mitigate losses,and protect against future breaches,and a contact
person for more information.
If requested by Business Associate, Covered Entity shall allow Business Associate to approve the content
of any notification in advance.
If requested by Covered Entity, Business Associate shall notify the individuals involved, or the media or
the US Department of Health and Human Services,as applicable, in accordance with the HITECH Act,and
regulations or guidance issued thereunder, including 45 CFR Part 164, Subpart D. For purposes of this
provision, Business Associate is considered an independent contractor of Covered Entity.
4. Permitted Uses and Disclosures by Business Associate
a. Disclosures Generally. Except as otherwise provided in this Agreement,Business Associate may
use or disclose Protected Health Information to perform functions,activities,or services for, or on
behalf of, Covered Entity as specified in the Service Agreement, provided that such use or
disclosure would not violate the HIPAA Privacy& Security Rules if done by Covered Entity or the
minimum necessary policies and procedures of the Covered Entity.
b. To Can Out Covered Entity Obligations. To the extent Business Associate is to carry out one or
more of Covered Entity's obligations under Subpart E of 45 CFR Part 164, Business Associate
agrees to comply with the requirements of Subpart E that apply to the Covered Entity in the
performance of such obligations.
c. Management&Administration.
i. Business Associate may use Protected Health Information for the proper management and
administration of Business Associate or to carry out the legal responsibilities of Business
Associate.
ii. Business Associate may disclose Protected Health Information for the proper management and
administration of Business Associate, provided that disclosures are: (a)required by law or(b)
Business Associate obtains reasonable assurances from the person to whom the information is
disclosed that it will remain confidential and used or further disclosed only as required by law
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DocuSign Envelope ID:991953BC-408A-468B-979A-6A8312E2C253
City Secretary Contract No.
or for the purpose for which it is disclosed to the person, and the person notifies Business
Associate of any instances of which it is aware in which the confidentiality of the information
has been breached.
d. Data Aureyation & De-Identification. Except as otherwise limited in this Agreement, Business
Associate may use Protected Health Information to provide Data Aggregation services to Covered
Entity or to de-identify Protected Health Information. Once information is de-identified this
Business Associate Agreement shall not apply.
e. Required By Law. Business Associate may use or disclose Protected Health Information as
required by law.
5. Term and Termination
a. Term. This Agreement shall remain in effect for the term of the applicable Service Agreement.
Upon termination of the Service Agreement, Business Associate will retain no copies of the
Protected Health Information and will return or destroy the same. If such return or destruction is
not feasible,Business Associate will continue to extend the protections afforded to Protected Health
Information hereunder. This provision also applies to Protected Health Information that is in the
possession of subcontractors or agents of Business Associate.
b. Termination for Cause. Upon Covered Entity's knowledge of a material breach of this Agreement
by Business Associate, Covered Entity is authorized to terminate this Agreement and the Service
Agreement.
c. Survival. The rights and obligations of Business Associate under this Agreement will survive the
termination of this Agreement.
6. Miscellaneous
a. Compliance with Laws and Regulations. The HITECH Act requires federal agencies to establish
rules and regulations regarding the privacy and security of Protected Health Information. Business
Associate will ensure that its privacy and security procedures are compliant with the HITECH Act
and any rules and regulations issued thereunder with respect to Covered Entity's Protected Health
Information. The parties agree to amend this Agreement to comply with applicable requirements
of the HITECH Act, where necessary.
b. Relationship of Parties. The parties intend that Business Associate is an independent contractor
and not an agent of Covered Entity.
[Signatures on following page]
Vendor Services Agreement Page 29 of 30
DocuSign Envelope ID:991953BC-408A-468B-979A-6A8312E2C253
City Secretary Contract No.
City of Fort Worth WageWorks,Inc.
DocuSigned by:
By: By:
Name: Name: Darcy Mott
Title: Title: Chief Financial Officer
Date: Date:11/20/2019
Vendor Services Agreement Page 30 of 30
Funding Profile
Effective Date: 12/1/2019
Client:
City of Fort Worth
1000 Throckmorton Street
Fort Worth,TX 76102
FSA/HRA Fundine
• Funding Payment Method: Wire!ACH Credit
FSA Fundine
• Required Funding: Client shall initially provide and,thereafter,maintain Funding in an amount equal to 6% of
estimated benefit claims for the applicable Plan year. If WageWorks commences the provision of Services after
the start of a Plan year, this amount shall,instead,be equal to 6% of estimated benefit claims for the remainder
of that Plan year. The initial funding amount due must be received prior to the first day of the Plan year.
• Reconciliation: At the completion of each Plan year,the remaining Funding shall be reconciled and returned to
Client(less any amounts owed to WageWorks)as soon as administratively practicable,but in no event later
than ninety(90)days after the completion of any Run-out Period and any ancillary manual claims settlement.
• Reporting: A comprehensive suite of funding reports is available for download via WageWorks' website.
• Payment Term: Net 1 day(s)from the date of invoice.
HSA Funding
• Funding Payment Method: Wire/ACH Credit
• Required Funding: Client shall provide Funding in the amount specified in each invoice.
• Payment Term: Net 1 day(s)from the date of invoice.
Additional Terms
• Service Charge on Overdue Amounts: 2%Per Month
• If notified by WageWorks of insufficient Funding,Client shall provide additional Funding to WageWorks
within one(1)business day via electronic funds transfer.
• Any Service Delivery Standards shall be waived during the period of time that payment of Funding is delayed.
City of Fort Worth
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Page 2-Document Generated November 6,2019
11/7/2019 M&C Review
Official site of the City of Fort Worth,Texas
CITY COUNCIL AGENDA FORT ORTH
COUNCIL ACTION: Approved on 6/1 812 0 1 9
DATE: 6/18/2019 REFERENCE P-12341 LOG NAME: 13P19-0067 DENTAL VISION FSA HSA
NO.: COBRA HR JPB
CODE: P TYPE: NOW PUBLIC NO
CONSENT HEARING:
SUBJECT: Authorize Execution of Contracts with Delta Dental Insurance Company for the
Administration of Dental Insurance with Participants Paying All Premiums,EyeMed Vision
Care,LLC for the Administration of Vision Insurance with Participants Paying All
Premiums,with WageWorks,Inc.for the Administration of the City's Flexible Benefit Plan
(FSA),Health Savings Account(HSA)and COBRA in the Amount of Up to$300,000.00
Per Year with Three-Year Initial Terms and Authorize Two One-year Renewal Options for
the Human Resources Department(ALL COUNCIL DISTRICTS)
RECOMMENDATION:
It is recommended that the City Council authorize the execution of contracts with Three-Year Initial
Terms for the Human Resources Department with:
i)Delta Dental Insurance Company for the administration of Dental insurance with participants paying
all premiums,and no financial impact to the City:
ii)EyeMed Vision Care,LLC for the administration of Vision insurance with participants paying all
premiums,and no financial impact to the City;
iii)WageWorks, Inc.for the administration of the City's Flexible Benefit Plan,Health Savings Account
and COBRA in the amount of up to$300,000.00 per year;
And authorize two one-year renewal options.
DISCUSSION:
The Human Resources Department(HRD)approached the Purchasing Division to secure
agreements for City employees and retirees with access to Dental Insurance Plan,Visual Insurance
Plan and administration of the City's Flexible Benefit Plan,Health Savings Account and COBRA.Staff
issued a Request for Proposals(RFP)that consisted of detailed scope of services.The RFP was
advertised in the Fort Worth Star-Telegram every Wednesday starting on February 12,2019 through
March 13,2019. Twenty eight vendors were solicited from the purchasing database;twenty two
responses were received.
The proposals were thoroughly reviewed by an evaluation team consisting of staff from the different
departments separately for vision,dental and FSA/HSA/COBRA administration.The evaluation team
was provided with resources and assistance by the City's benefits consultant,Holmes Murphy.The
evaluation team ranked the proposals based on pre-defined factors.Finalists were selected for
presentations. Following the presentations,the evaluation team determined the following vendors
provides the best overall solution to the each listed services:
i)Delta Dental Insurance Company for the administration of Dental insurance with participants paying
all premiums,and no financial impact to the City;
ii)EyeMed Vision Care,LLC for the administration of Vision insurance with participants paying all
premiums,and no financial impact to the City;
iii)WageWorks, Inc.for the administration of the City's Flexible Benefit Plan,Health Savings Account
and COBRA in an amount of up to$300,000.00 per year;
The proposed contracts will offer enhanced benefits at reduced costs to City employees and retirees.
An administrative change order or increase may be made by the City Manager up to the amount
allowed by relevant law and the Fort Worth City Code and does not require specific City Council
approval as long as sufficient funds have been appropriated
Upon City Council approval,the initial three-year term of these contracts shall begin on January 1,
2020 and expire on December 31,2022.Contracts may be renewed up to two one-year terms at the
City's sole discretion. This action does not require specific City Council approval provided that
sufficient funds are appropriated for the City to meet its obligations during the renewal period.
A waiver of the goal for MBE/SBE sub-contracting was requested by the Purchasing Division and
approved by the M/WBE Office,in accordance with the BIDE Ordinance,because the purchase of
goods or services is from sources where sub-contracting or supplier opportunities are negligible.
FISCAL INFORMATION/CERTIFICATION:
The Director of Finance certifies that funds are available in the Group Health and Life Insurance
Fund.Prior to expenditure being made,the Human Resources Department has the responsibility to
validate the availability of funds.Future year funding subject to MAyor and Council approval.
BQN\19-0067\JPB
TO
apps.cfwnet.org/council_packet/mc_review.asp?ID=27028&councildate=6/18/2019 1/2
11/7/2019 M&C Review
T Fund Department Account Project Program Activity Budget I Reference# Amount
ID I I ID I I Year Chartfield 2
F &Wd Department Account Project Program Activity Budget Reference# Amount
ID ID Year Chartfield 2
Submitted for City Manager's Office by_ Susan Alanis(8180)
Originating Department Head: Kevin Gunn(2015)
Additional Information Contact: Cynthia Garcia(8525)
John Padinjaravila Baby(2279)
ATTACHMENTS
19-0067 Form1295 Delta Dental Redacted.g_df
19-0067 Form1295 EyeMed Redacted.pdf
19-0067 Form1295 WageWorks Redacted R1.122f
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