HomeMy Public PortalAboutC-20-156 - Basic Benefits, LLC dba Basic Pacific, Administrative Services AgreementM
ADMINISTRATIVE SERVICES AGREEMENT (ASA)
This Administrative Services Agreement (Agreement), effective 0 0 is made and entered, � into by and between Basic
Benefits, LLC dba Basic pacific, that ads as a third party admi istrator, and = UD f IIvrson
(EMPLOYER) the sponsoring employer of one or more employee benefit plans (referred to herein s "employ/ee benefit plans"}.
RECITALS
1) EMPLOYER has established one or more employee benefit planslservices identified below for The benefit of its employees and their
dependents.
2) EMPLOYER is the Employee Retirement Income Security Act (ERISA) Plan Administrator of such employee benefit plan (if subject to ERISA),
and is the Plan Fiduciary, and has the responsibility for appointing the third -party contract administrator of such employee benefit plan and
shall remain responsible for the maintenance and operation of such employee benefit plan.
3) Basic pacific is engaged in the business of providing certain third -party contract administration services to sponsoring employers and Plan
Administrators of such employee benefit plans
4) EMPLOYER desires to enter into an agreement with BASK pacific under which Basic pacific will provide certain day-to-day administration
services to EMPLOYER with respect to the employee benefit plans identified in this Agreement and Addendurms identified below and attached
hereto
Flex Administration
POP AdminisUation•(free of charge)
5) Employer, separate and apart from this Agreement, also intends to enter into the following separate agreements with Basic pacific on or
around the effective date of this Agreement (1) COBRA Administration Service Agreement ('COBRA ASA'); (2) FMt.A Ease Administration
Agreement ("FMLA EAA*); and (3) Business Associate Agreement ("BAA`)
AGREEMENT
In consideration of the mutual covenants contained herein, the parties agree as follows.
1) gnogagment of Basic cif : EMPLOYER hereby engages Basic pacific and Basic pacific hereby accepts such engagement by EMPLOYER
to perform the third party plan administration services specified in this Agreement and attached Addendums to this Agreement, with respect to
the employee benefit plan(s) and consistent with the relevant provisions of the Internal Revenue Code ('Code'), ERISA (if applicable) and the
terms of the employee benefit plans included by Addendum herein. EMPLOYER understands and agrees that should new and/or additional
rtaeLj Plm#inne rftnlfirs mpAfe nr rr-cl% hm imnn%wl on FMPI 0VFP hu tha,�plpuan�_ Lrnyi innc of ttM k lem:41 Rev?nip rju1P. r'('.nAe`1 F:71CA til
applicable) or the terns or the employee benefit plans included Dy Addendum nerem, BASIL: pacmc may modify said services ounngme term
of this Agreement in order to timely comply with such new requirements) and/or charge additional fees for such new requirement(s) if required
by law or requested by EMPLOYER. BASK pacific will provide EMPLOYER with prior written notice of any/all additional fees charged for
additional services.
2) Tenn of AcimcmenL This Agreement commences on the above listed effeclive date and has an Initial term of one year from the Effective Date
(the 'Initial Terml Thereafter, the Agreement will automatically renew for additional one-year periods (each a 'Renewal Term7, unless either
Party notifies the other of an intent to not renew the Agreement no later than 30 days prior to the end of the Initial Term or Renewal Tenn. The
Initial Tenn and the Renewal Terms, if any, are collectively referred to as the 'Term', unless discontinued by either party for any of the
following reasons,
a. As of the last day of the term of the Agreement by either party, in its sole and absolute discretion, giving at least thirty (30) days prior
written notice to the other party that the Agreement will not be renewed,
b, As of any dale upon which EMPLOYER and Basic park mutually agree,
c. As of the date when EMPLOYER fails to provide the agreed upon funds necessary for the efficient performance of Basic pacific's
responsibilities under this Agreement (Notice with a fair and reasonable opportunity to remedy (as defined in 26 B ) will be provided
to EMPLOYER prior to termination of this agreement by Basic pacific);
d. As of the end of a period of thirty (30) days after written notice of termination for cause has been given by either party to the other,
provided that such cause has not been cured within such thirty (30) day period,
e. Upon termination in accordance with the Force Majeure paragraph, below; or
L Upon the voluntary or Involuntary dissolution of either party.
3) Duties Of Basic pacific: Basic pacific shall provide to or on behaif or EMPLOYER the services set forth in the Agreement and Addendum(s)
(collectively, the `Services').
4) Standards of Performance, Basic pacific will perform all Services diligently and professionally, and at all times, in accordance with the
standards and practices of rare, skill, and diligence customarily observed by similar firms under similar circumstances Basic pacific warrants
that 1) it has the full right, power, legal capacity and authority to enter Into, deliver and fully perform under this Agreement, 2) that its
performance hereunder will comply with all applicable laws, rules and regulations goveming such Services, and, 3) that it will comply with all —
applicable privacy laws (if required for the services provided, a separate Business Associate Agreement shall be executed).
5) Responsibility of EMPLOYER• EMPLOYER understands and agrees to the following.
a EMPLOYER understands and agrees that Basic pacifies performance under this Agreement shall be delivered so as to comply with
the requirements of all applicable laws, Including HIPAA, and with the documents governing such services to the extent that such
documents are not inconsistent with applicable law. EMPLOYER further understands and agrees that Basic pacific's material may
be superseded by changes In the regulations or applicable laws governing the services provided by BASIC pacific. EMPLOYER
further understands & agrees that Basic pacific's responsibilities are limbed to those services specified in the attached
oioa7.0004/66167Li 06,04.2019 cfox
Addendum(s). EMPLOYER understands that it is solely responsible to ensure thew organization is in compliance with regulations
not spa6fied in their Addendum(s), such as compliance with the HIPAA Privacy regulations
b. In performing its services under this Agreement, Bask: pacific must necessarily rely upon EMPLOYER and others to provide Basic
pacific with timely, accurate and complete information as requesled by BASIC pacific BASIC pacific shall not be responsible for any
losses, damages, claims or liability of any kind, by the failure of EMPLOYER or others to provide such timely, accurate and
complete information to Basic pacific. EMPLOYER Is responsible for supervising the timely delivery of data and information
requested by Basic pacific_
c. EMPLOYER shall be responsible for the timely execution and delivery or filing of all documents and forms Basic pacific shall
provide all necessary documents and fortes in a timely manner so as to allow Employer to review and timely file such documents
and forms. When reviewing any documents or forms prepared by Basic pacific, EMPLOYER shall report any inaccuracies or errors
to Basic pacific upon discovery, or as soon as possible thereafter. Although Basic pacific may assist EMPLOYER as requested in
the preparation of forms, returns and other documents, the derision to prepare and file such documents, as well as all other
decisions retailing to compliance with the reporting and disclosure requirements applicable to the employee benefit plan(s) shall be
the sole responsibility of EMPLOYER.
d. EMPLOYER shall no* Basic pacific of any changes in information previously given or supplied to Basic pacific that will impact
Basic pacifies provision of Services under this Agreement, particularly with respect to any change or anticipated change in the
employee benefit plan(s) or in The employee census data.
e. EMPLOYER is required to meet all reporting, disclosure and employee benefit plan requirements not specifically performed by Basic
pacific and identified herein. Failure to comply with all such reporting and disclosure requirements is the sole responsibility of
EMPLOYER.
I Except as specifically set forth in this Agreement, Basic pacific shall have no responsibility or liability to any person to fund any
employee benefit plan benefits.
g. Basic pacific may seek instructions from EMPLOYER on any matter related to the interpretation of any matter pertinent to the
benefit plan(s) or services provided by Basic pacific and may await the written instructions from EMPLOYER without incurring any
liability under this Agreement whatsoever If at any time EMPLOYER should fail to give directions to Basic pacific In a timely
manner. Basic pacific may act or refrain from acting, and shall be protected in acting or refraining from acting without such
directions, as BASIC pacific reasonably deems In good faith to be appropriate and advisable under the circumstances.
6) Record Keeoino, EMPLOYER and Basic pacific understand and agree to the following:
a. All original employee benefit plan records and documents shall be maintained by EMPLOYER
b. EMPLOYER understands and agrees that BASIC pacific will retain records for a minimum period of eight (9) years. Records more
than eight (B) years old may be destroyed In an appropriate manner. Any retards containing protected health information (as
defined by HIPAA) shall be maintained in accordance with (1) the terms of the HIPAA privacy and security rules, as well as (2) the
BAA entered into between Basic pacific and Employer -
c. Upon the termination of this Agreement, Basic pacific will, upon request by EMPLOYER, complele the processing of this Agreement
under the terms and conditions that would be applicable If chis Agreement were still otherwise in full force and effect through the
-Upcn,rrcelpl of a dimctiva from EMPICLYER,laslC paC4c will ptovid: all maiptaingd-
} y Basic pacific to ensure the smooth and timely transfer of services to the new administrator. The data will be provided in Basic
pacific's standard electronic formal. An additional fee of $150 per hour will be charged if EMPLOYER requests that Basic pacific
provide datalmaterials in a non-standard format, or for assistance gathering information not maintained by Basic pacific. Undisputed
fees must be paid to dale prior to Basic pacific providing any data or materfaL
d. Basic pacific will promptly make copies of any employee benefit plan records and documents In its possession available to
EMPLOYER upon request. Basic pacific shall also permit authorized representatives of EMPLOYER, at reasonable limes, to have
access -lo, examine, and make copies of, such records and documents, at EMPLOYER's expense,
e Should copies of employee benefit plan records or documents be requested by any employee, participant, beneficiary, court or
governmental agency. Basic pacific will promptly notify EMPLOYER and will make and provide the requested copies.
7) Con_Fidendial Information, AU records, files, documents (including certain information that Is known by Basic pacific to be confidential and
proprietary to EMPLOYER's general organization. operations and structure) and the like relating to EMPLOYER's employee benefit plan(s),
including, without limrtalion, personal Information of employees of the EMPLOYER or participants in the employee benefit plans, with which
Basic pacific shall come into contact shall remain the sole property of EMPLOYER and shall not be disclosed to third parties except as
authorized in this Agreement, as authorized by the BAA between the Employer and Basic pacific, as otherwise authorized by EMPLOYER in
writing, or pursuant to the direction or order of a governmental agency or a court of competent iurisdlclion. To the extent permitted, Basic
pacific will give EMPLOYER adequate time to contest such direction or order. However, any additional lime spent by Bask pacific pertaining to
an EMPLOYER that chooses to contest a governmental direction or order shall be billed to the EMPLOYER at the rale of 5150 per hour,
Notwithstanding any of the foregoing, any examination or copying of participant records shall be carried out in a manner designed to protect
the confidentiality of such Information All written malerials constituting or incorporating any such information described herein shall be
returned to EMPLOYER upon request
Bi No L al or Tax Services; EMPLOYER recognizes that Basic pacific is not authorized to engage In the practices of law or accounting and that
Basic pacific will not provide legal or tax services to EMPLOYER or any other person. EMPLOYER agrees that they are responsible to obtain
legal and lax guidance from their counsel when appropriate. Whenever a legal or tax issue arises in the course of the work to be performed
under this Agreement, EMPLOYER shall be responsible to obtain such legal or tax guidance as may be necessary to resolve the issue
EMPLOYER shall hotify Basic pawlrVlheu decision accordingly and Basle pacific shall be entitled to rely upon direction from EMPLOYERIM—
the performance of its services for EMPLOYER
9) Advice and Recommendations. EMPLOYER understands and agrees that, although Basic pacific may from time to time call to EMPLOYER's
attention and make recommendations concerning potential or actual problems that may come to Basic pacifies attention with respect to the
operation and administration of EMPLOYER's employee benefrl plan(s), such advice and recommendations are a matter of accorunodation
only and Basic pacific shall have no duty to give such advice, make such recommendations, or otherwise to question any actions or decisions
of EMPLOYER, the sponsoring employer, any employee benefit plan fiduciary, or any of their respective agents or employees.
10) Not a Fiduciary EMPLOYER and Basic pacific understand and agree to the following,
G10a7.0004/66.t671.1 06.04.2019 dox
a. EMPLOYER understands and agrees that Basic pacific is not the 'Plan Administrator' of any of the employee benefit plan(s) and
that Basic pacific is not a fiduciary with respect to any such employee benefit plan. Basic pacific ads in a ministerial capacity only.
EMPLOYER will communicale to the sponsoring employer (if different), all employee benefit plan Fiduciaries, and participants that
Basic pacific does not act as a fiduciary.
b EMPLOYER and each employee benefit plan fiduciary shall retain his, her, it's or their full authority, discretion and responsibility for
the operation of the employee benefit plan(s) with respect to which Basic pacific is providing Its services under this Agreement
Basic pacific shall be entkled to rely on the EMPLOYER's or other plan fiduciary's derision with respect to any claim for benefits
under any employee benefit plan, and Basic pacific shall perform its services under this Agreement in accordance with such
decisions.
c. Unless expressly stated in an amendment to the Agreement, or in a separate agreement. Basic pacific accepts no responsibility for
the distribution of summary plan descriptions (SPU s) to employees or dependents.
11) Independent Contractor Status: Neither Basic pacific, nor any party contracting with Basic pacific shall be deemed to be an employee of
EMPLOYER. Basic pacific is and shall be an independent contractor with respect to EMPLOYER. The legal relationship of any person
performing services for Basic pacific shag be one solely between Basic park and such person. Neither party has the right or ability to bind
the other party to any agreement with a third party or to incur any obligation or liability on behalf of the other party without the other party's
written consent.
12) Indemnity by EMPLOYER:
a Limitation Qn Cumulative Wbilft The cumulative liability of Client to BASIC Benefits (and BASIC Benefits to Client) for any actual
or alleged.damages arising out of, based on or relating to lois Agreement, whether based upon breach of contract, tort (including
negligence), warranty or any other legal theory, shall not exceed the charges paid by Client to BASIC Benefits, except as provided
under any Business Associate Agreement or confidential information as described in Section C entered Into by the Parties which is
incorporated herein by reference.
b. Limitation on Spec€ lied Damages In no event shag either Party be liable for any indirect, special. Incidental, consequential, punitive,
or exemplary damages (including damages related to delays, loss of data, interruption of service or loss of business or profits or
revenue), even if either Party has been advised of the possibility of such damages. In no event shall either Party be liable for any
third -party claim.
c. Assertion of Claims. Any third party claim or cause of action arising out of, based on, or relating to this Agreement not presented to
both Parties within six months from the discovery of The claim or cause of action shalt be deemed waived. Both Parties shall have
the duly to miligale damages for which the opposite Party may become responsible under this Agreement.
it. Third Party Indemnification. Each Party agrees to indemnify and hold harmless the other party, its officers, employees, and agents
from and againsl third party fines, claims, demands, suits, actions, or costs, including reasonable attorneys' fees of any kind and
nature, to the extent they arise by reason of the indemnitor's ads or failures to act as described in this Agreement or violation of
applicable law.
e. Indemnification by Client. Client shag indemnify BASIC Benefits and hold it harmless from and against all loss, liability, damage,
expense, attorney's fees, or other obligations resulting from, or arising out of, any act or omission of Client in connection with the
Agreement, or any violation of this Agreement or applicable law by Client. In addition, Client shall Indemnity BASIC Benefits and
hold :t harmless from and against any liability, expense, demand, or other obligation resulting from or arising out of any applicable
; fdr Whrt:h'U'jent Is solely liable
f. Indemnification bv_BASIC Benefits. BASIC Benefits shall indemnify and defend Client and hold it harmless from and against all
loss, liability, damage, expense, attorney's fees, or other obligations resulting from, or arising out of, any act or omission of Basic
Benefits in connection with the Agmemenl, or any violation of this Agreement or applicable law by BASIC Benefits
13) Insurance: Basic pacific shall at all times maintain business & liability insurance coverage as well as all coverage required by law for its
services, obligations, employment and physical assets as described below. AN coverage shall meet or exceed minimum required coverage
levels and insurers shag have an AM Best rating A-Vil or better.
a. Comprehensive General Liability insurance with minimum limits of $1,000,000 each occurence42,000,000 aggregate;
b. Professional Liability with minimum limits of $2,000,000 aggregate,-
c.
ggregate;c. Worker's Compensation and Employers liability insurance with minimum limits of 51,000,000 each accident,
it. Cyber Liability insurance with minimum limits of 51,000,000; and
e. Umbrella lJabilily Insurance with minimum limits of $10,000,000 each occurrence1510,000,000 aggregate.
14) Amendment: Except as otherwise provided in this Agreement, no waiver or modification of any part of this Agreement shall be valid unless in
writing and duly executed by both parties. This Agreement may be amended at any time, in whole or in part, in writing signed by EMPLOYER
and Basic pacific that recites specifically that h Is an amendment to the terms of this Agreement.
15) Governing Law: The laws of the Slate of California, without regard to Califomia's conflict of law's provisions, shall govern the construction and
interpretation or this Agreement. Both Parties consent to )urtsd€dion and venue to the state and federal courts in Los Angeles County,
Califomia. In any action or suit to enforce any right or remedy in this Agreement or to interpret any provision of this Agreement, the prevailing
Party in a final determination shag be entitled to recover its costs, inducting reasonable attorneys' fees
16) Audit Rights. The parties agree to cooperate In all reasonable audits. Audit fees shag be payable by the party Initiating the audit. Audits shall
be conducted using procedures mutually agreed upon by the parties. Results of the audit may be shared with the party being audited at the
sole discretion of the party initiating the audit.
17) Non-Assumotion of Liabilities. Unless specifically provided in this Agreement and Addendum(s), the parties do not assume the existing or
future obligations, 6abilitiesar-debts of the other party. �t -
18) Partial Invalich : The invalidity or unenforreabifty of any provision or this Agreement shall in no way affect the validity or enforceability of any
other provision of this Agreement.
19) Waiver: Failure to insist upon strict compliance with any provision of this Agreement shall not be deemed to be a waiver of such provision or
any other provision. Waiver of breach of any provision of this Agreement shall not be deemed to be a waiver of any other provision or of any
subsequent breach of such provision.
20) Assignment. This Agreement is binding on the Parties hereto and their respective successors and assigns. Neither Party may, or has the
power to, assign this Agreement without the prior wr€iten consent of the other except that BASIC Benefits may assign its rights and obligations
01007.0004/661671.106.04.2019 dox
under this Agreement wiihou t the approvai of Client ;a) to an entity which acquires all or substantially all of the assets of BASIC Benefits, or (b)
to any subsidiary orAffillaIe or successor in a merger, acquisition, restructuring or reorganization of BASIC Benefits
21) Notice Any notice required or permitted to be given under this Agreement shell be provided in writing and delivered by the most expeditious
means available including, but not limited to emall, facsimile, overnight courier or certified or registered mail to the addresses set forth below.
Notice to EMPLOYER shall be sent to
Employer: BASIC Benefits
r :-�-' Ccl.&S ril Attn: Faye Moseley Headquarters
701 CCS — 9246 Portage Industrial Dr.
Corso% ("A 90715 Portage, MI 49024
22) Enforcement: In the event a dispute should arise regarding the interpretation or enforcement of any of the terms of this Agreement, the parties
shall attempt in good faith to resolve informally and promptly any such dispute. The Parties agree that this Agreement shall be governed by
and construed and interpreted in accordance with the laws of California without giving effect to any principles of conflicts of law -
23) Farce Maleure. Except for either Partys obligations as stated in this Agreement, neither Party is responsible for delays or failures in
performance resulting from acts or events beyond its reasonable control, including but not limited to, acts of nature, governmental actions, fare,
labor difficulties or shortages, civil disturbances, transportation problems, Interruptions of power supply or communications or natural
disasters, or interruptions of financial markets, provided such Party takes reasonable efforts to minimize the effect of such acts or events.
24) Fees an_ g, es: Fees and charges specific to an employee benefit plan or service provided by BASIC pacific are stated on the
Addendum(s) made part or this Agreement. General fees and charges are as follows:
a. OocumenUSerAce Agreement Modifications - BASIC pacific provides complete documents and service agreements as part of our
base service fee. Because BASIC pacific uses a professional document system, all documents generated by the system are
maintained by the attameys of the system provider. As such, BASIC pacific cannot modify document language unless it is intended
to be edited within the system. As documents are the property of each EMPLOYER, EMPLOYER is free to modify any document
language that is desires. However, BASIC pacific will only support or retain edits that are designed to be permitted within the
system Any changes made by EMPLOYER that are not intended to be edited within the system shall be the sole responsibility of
EMPLOYER. in addition, future amendments and restatements generated in the system will not reflect such changes made by
EMPLOYER. BASIC pacific will not charge EMPLOYER for up to one hour of time pertaining to documents and document. revisions
each year. BASIC pacific staff time spent at EMPLOYER -s request in excess of one hour per year will be charged to EMPLOYER at
the rate of S751hour Should EMPLOYER desire a legal opinion, BASIC pacific will make their consulting ERISA attorney available
to EMPLOYER at the hourly rale then charged to BASIC pacific by such attorney,
b. All undisputed fees are due and payable within thirty (30) days of EMPLOYER's receipt of the invoice. In addition, BASIC pacific
.m'- elaina t= ng -ft to suspe-a ar terrrma!z sin"= ii lnc 2eamquent paymert r rot r -dm --d by BASIC-pa_rfa-within-ninety f90)
of the invoice date, provided EMPLOYER is given at least thirty (30) days' notice of delinquency. An additional reinstatement fee will
apply to reinslale services atter suspension or termination due to EMPLOYER's failure to pay undisputed fees by the deadline
stated herein.
c. Fee rales will not be increased for at least the first 36 months of the term of this Agreement. The annual total of payments from
EMPLOYER to BASIC pursuant to this Agreement. the COBRA ASA, and the FMLA EAA, collectively, shall not exceed 525,000,00
without prior written consent from EMPLOYER.
d. Upon lerminalton of services, BASIC pacific reserves the right to suspend all services until all undisputed fees due are received from
EMPLOYER. Further, also upon termination of services, BASIC pacific reserves the right to deduct undisputed outstanding fees
from EMPLOYER general assets held by BASIC pacific for the payment of benefits.
e. BASIC pacific reserves the right to modify charges for administrative services and assistance effective on the contract renewal date
provided EMPLOYER receives 60 days advance notice.
L Upon request by EMPLOYER. BASIC pacific will assist EMPLOYER with issues that existed prior lo the commencement of services
with BASIC pacific. The additional charge for this service is $75 per hour.
g. Work that must be duplicated or corrected resulting from late or Inaccurate information from EMPLOYER (e g resend COBRA
notices, correct posted FSA contributions, etc.) may be charged at the rale of $75 per hour.
h. EMPLOYER may request that any document or material be mailed via special delivery EMPLOYER understands and agrees to pay
shipping and handling charges incurred by BASIC pacific for all requests for special delivery. Upon request, BASIC pacific will ask
EMPLOYER for their shipping number. Alternatively. BASIC pacific will add the charge to a subsequent EMPLOYER Invoice,
i BASIC pacific will add an additional fee of 520 to EMPLOYER -s monthly fee invoice hof each wire transfer received from
EMPLOYER (fees or claim funding). EMPLOYER may avoid this charge by remitting funds by check or ACH.
( BASIC pacifies Insurance coverage pursuant to Section 13 of this Agreement shall be primary and non-contributory, and BASIC will
name EMPLOYER as an "Addilionar insured on BASIC pacifie's GeneralrBusiness liability policy at no charge.
25) Entire Aareament. This Agreement (including the Addendums which are a part of this Agreement and the Business Associate Agreement, if
applicable) constitutes the entire agreement between BASIC pacific and EMPLOYER as it relates to the provision of admAstrative services.
This Agreement supersedes all prior and contemporaneous agreements, understandings and representations between the parties, whether
written or oral.
Each of the undersigned individuals represents and warrants that he or she is expressly and duly authorized by his or her respective entity or
agency to execute this Agreement and to legally bind each such entity or agency as set forth in this Agreement,
In Witness Whereof. the Parties hereto have caused this Agreement to be executed as of the dale first above written
01ON-0064/661671.106.04-2019 cfox
r:
BASIC Benefits
Signature: WYLVU& J w
Print Name: CC) YMi 1� r-bjC
Title: f) t rf'c, v- of Saler S VPFD rt
Date: Aw • 11, "20 _
OIW7.noo4/66167L106.04.2019 cfax
Client c 4q -f C'L'p—w. �j
Signature: `- 6j t.-
Print Name: �� Y G 1-
Title: tl 1
Dale: 2Cgmher 21 , 2.020
Donesia Gase-Alda, M
City Clerk, City of Carson
ADDENDUM TO THE ADMINISTRATIVE SERVICES AGREEMENT
FLEXIBLE BENEFIT PLAN ADMINISTRATION SERVICES AGREEMENT
This Addendum to the Administrative Services Agreement is made and entered into by and between BASIC pacific, which acts as a third party
administrator for the Flexible Benefit Plan administration services (Plan), and (SFuIILegalName), the sponsoring employer (EMPLOYER)
TERM
The term for services provided herein shall commence on (SServiceYearStart) and end an (SServiceYearEnd). Thereafter, this Agreement shall be
continued for successive terms of twelve (12) months each unless terminated in accordance with this Service Agreement.
GENERAL PROVISIONS
BASIC pacific agrees to:
1) Host an initial planning tele -conference to review and explain all aspects/features of the -service.
2) Provide a master Plan Document, Adoption Agreement, Board Resolution (if requested) and Summary Plan Description (SPD) for the Plan
that complies with applicable Code and ERISA requirements. To the extent possible, these documents will be updated as needed by BASIC
pacific to maintain the documents in compliance with all applicable Federal law and regulations. While every effort will be made to maintain the
documents in compliance with applicable law and regulations, EMPLOYER understands that BASIC pacific does not warrant or guarantee
their compliance. EMPLOYER's legal counsel should review the documents to assure the accuracy and appropriateness of all provisions and
information.
3) Amend and or restate the Plan Document, Adoption Agreement and SPD at EMPLOYER's request effective on any Plan renewal date at no
additional cost to EMPLOYER. EMPLOYER agrees to provide BASIC pacific with adequate advance notice of EMPLOYER's intent to amend
the Plan (additional charges apply for Plan amendments that do not take effect on the Plan anniversary). BASIC pacific shall provide a
Summary of Material Modifications (SMM) or restated SPD to EMPLOYER as required by ERISA. EMPLOYER is responsible to provide the
SMM and/or SPD to participants in a timely manner.
4) Provide administration forms needed for EMPLOYER to manage the Plan. Forms will be updated as needed.
5) Provide unlimited toll-free customer service support for HR1Payroll staff and participants.
6) Work directly with Plan participants on all matters pertaining to the reimbursement accounts under the Plans. BASIC pacific's standard claims
process includes the following services:
a. upon enrollment, BASIC pacific will provide participants with complete Plan information;
b. BASIC pacific will accept claims submitted by mail, fax, email, using the online filing system, or debit card (if provided by
EMPLOYER);
c. BASIC pacific will process claims consistent with guidance under the Code and according to the terms of the Plan Document, and
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d. BASIC pacific will pay reimbursements by check or direct deposit (if authorized by the Plan participant);
e. BASIC pacific will email a confirmation with each direct deposit reimbursement;
f. BASIC pacific will provide periodic statements to each participant during the plan year,
g. Participants with a remaining balance will receive a final "reminder" account statement during the run -out period that follows the end
of the plan year.
7) Provide the following standard reimbursement/funding process for non -debit card claims (unless an alternate process is agreed to by BASIC
pacific). BASIC pacific will: (1) process (pay or decline) reimbursements each Wednesday and Friday (except BASIC pacific holidays); (2)
include all claims received by noon the previous day; (3) pay claims by check or direct deposit (participant choice); (4) send email notifying
EMPLOYER of the total amount paid that day; and, (5) draft (via ACH) the amount paid on the following day from the account designated by
EMPLOYER.
8) Maintain a full service participant website. Participants can: (1) access a full array of general information about their plan; (2) download forms,
(3) communicate with BASIC pacific; (4) review their own personal information; (5) access their own confidential account information, including
the status of pending claims; and, (6) enter & record claims.
9) Provide periodic correspondence to assist EMPLOYER with plan administration and Internal Revenue Code regulatory issues.
10) Provide all banking and accounting functions associated with maintaining a master reimbursement account, including: (1) absorbing the cost
to establish and maintain the account; (2) recording deposits (via check or ACH draft initiated by BASIC pacific) and issuing disbursements
from the account; (3) mailing reimbursements directly to participants; (4) reissuing checks as necessary; and, (5) reconciling the account.
11) Perform at least one complete discrimination testing cycle each plan year (not more than 2) at no additional charge. Prior to testing, BASIC
pacific will request information required for testing. BASIC pacific will not perform the testing (or may charge an additional fee) unless
EMPLOYER provides the requested information in the format required by BASIC pacific. If BASIC pacific is required to repeat a testing cycle
due to incomplete or inaccurate information provided by EMPLOYER, it will count as an additional testing cycle. BASIC pacific will report the
results of each test. If a test fails, BASIC pacific will recommend appropriate action (testing is not required for Parking & Transit Plans).
12) If required, prepare the Form 5500 on a signature ready basis for Health FSA plans with more than 100 participants on the first day of the plan
year (u.0less directed not to do so by EMPLOYER). This service is limited to preparation of a stand-alone Form 5500 for an "unfunded" Health
FSA plan. In accordance with Notice 2002-24 (spring of 2002), employers are not currently required to file a Form 5500 & Schedule F for
cafeteria plans under §6039D. Notice 2002-24 did not impact the requirement to file a welfare plan Form 5500 under ERISA
13) If provided, Parking & Transit reimbursements are reimbursed exclusively in "cash" (check or direct deposit). BASIC pacific does not currently
offer transit and/or vanpooling reimbursement in the form of "passes' or "vouchers".
Employer understands and agrees;
01007.0004/661671.106.04.2019 dox
1) To provide BASIC pacific with at least one EMPLOYER email address to receive both confidential and day -today Plan materials, such as
documents, administration forms, and reports. EMPLOYER further agrees to notify BASIC pacific in a timely manner whenever an email
or contact person changes. BASIC pacific provides many documents, forms & reports exclusively in an electronic format. Accordingly, the
value of the BASIC pacific service is seriously compromised if the EMPLOYER cannot communicate via email. In addition, all written,
verbal, or implied performance guarantees and warranties are voided if EMPLOYER cannot communicate via email.
2) To maintain Internet access to fully utilize BASIC pacific features and services.
3) That by using the BASIC pacific reimbursement account to pay reimbursements, EMPLOYER agrees: (1) that funds held in the BASIC
pacific account are, and shall remain, general assets of the EMPLOYER; (2) to pay all funding requests by the date and method required
by BASIC pacific; (3) that the BASIC pacific account is maintained for administrative purposes only; (4) that credits earned on the
account will be retained by BASIC pacific to help offset bank and accounting charges [Accordingly, all benefits reimbursed from the
BASIC pacific bank account are considered "unfunded"); (5) that BASIC pacific may require additional funds to be deposited on account
or that EMPLOYER will be required to establish and maintain a separate account (at EMPLOYER's expense), should EMPLOYER in any
way fail to respond to a BASIC pacific request for funds timely or in the manner required.
4) That, 9 debit canis are provided by EMPLOYER, BASIC pacific is not responsible for losses resulting from participants who use their
debit card for unauthorized expenses, should those expenses be unrecoverable. If a participant uses the card for an unauthorized -
expense or cannot produce valid documentation when requested. BASIC pacific will attempt to recover the payment consistent with the
IRS guidance relating to the use of debit cards in a flexible spending account plan. However, EMPLOYER agrees that BASIC pacific is
not responsible to make up an amount that is unrecoverable from a participant unless BASIC pacific is at fault for permitting the original
charge (e,g. BASIC pacific failed to terminate a card in a timely manner after receiving notification from EMPLOYER).
5) That, until BASIC pacific is properly notified by EMPLOYER , BASIC pacific is not responsible for any Plan losses that result from
reimbursements being paid for expenses incurred after the date a participant loses his or her eligibility (regardless of whether the
participant filed a manual or debit card claim).
6) That if EMPLOYER authorizes/requests more than 2 discrimination testing cycles for a plan year, an additional fee of $75 per hour will be
charged. BASIC pacific will provide EMPLOYER with advance notice of additional charges. Discrimination testing does not apply to
Parking & Transit Plans.
7) That, if applicable, EMPLOYER is solely responsible to determine if transit & vanpooling reimbursements may be reimbursed in "cash".
8) That, if applicable, all terms & conditions described and agreed to herein shall also apply to Parking & Transit Accounts (except those
terms and conditions that do not apply by law),
oloa7.0004/661671.106.04.2019 cfox
ANNUAL FEE
FLEX ADMINISTRATION FEES
Charged at the beginning of each service year {$BaseAnnuaiFLEXFee}
BASE MONTHLY FEE{$MonthlyFLEXFeeperParticipant}{if
Per participant fee charged at the beginning of each month$PTServicelndicator =_ 'Yes'}
{$BasePTMonthlyFeeperParticipant} per
P&T Participant{.rit}
Minimum Monthly Fee ($MinimumMonthlyFLEXFee)
ADDITIONAL AND/OR OPTIONAL SERVICES
Does the Employer offer the 2'h month grace period?
{$FSAGracePeriod}
Does the Employer offer the $500 maximum Health FSA carryover?
{$Carryover}
Does the Employer elect to offer Debit Cards?
($DebitCard)
Who will pay the fee for additional debit cards?
($DebkCardReplacementResponsibility)
What is the charge to replace a debit cards?
{$DebitCardReplacementFee)
Include H1PAA Privacy Notice with Welcome Packet?
($HIPAANotice)
,, i 3+E alt�n}kryc+r» Gtx•+Il�r,�lil Freei.iftiy it, rar�k rt9�i, r41i21 ib tl3e cI largk:7
{$OnSiteMeetingFee}
y�f $FrAeOnSi:aMeeting--- ' 4 4on&&%m au—
Site meeting: Yes{lift
Health FSA COBRA administration (excludes DOL General Notice){f $FSACOBRA =_
'Yes'}
What is the Char e? !I
{$FSACOBRA}{ii $FSACOBRA =='Yes'}
{$FSACOBRAFee}{lit}
Funding Option Selected:
{$Funding0plion}
Who is responsible for preparing Form 5500 for the Health FSA?
($550oFiling)
Enrollment Method
{$EnrollmentType)
Does the Employer elect -to offer Parking Accounts?
(WarkingServiceindicator)
Does the Employer elect to offer Transit Accounts?
($TransitServicelndicator)
Does the Plan offer a "qualified reservist distribution" under HEART?
What is the additional one-time fee?
{SHEART}
$50 (included in Annual Fee)
Additional service time beyond the scope of this agreement
$751hour
Amend and/or restate Plan at Employer's request during the Plan Year
No charge lar Plan Amendments implemented on the Plan Anniversary
Additional fee per wire transfer sent to BASIC pacific
For tees or claim funding
$751hour
$20 per Wire Transfer
Fee for "Run -Out" period & plan closing if BASIC pacific is terminated
{SFLEXRunOutFee)
FLEX Administration Fees Paid by Broker
{$BrokerPaysFLEXFees)
0%tf $HRAServicelndicator =='Yes'}
01007.0004/661671.106.04.2019 cfox
ADDENDUM TO THE ADMINISTRATIVE SERVICES AGREEMENT
PREMIUM ONLY PLAN (POP) ADMINISTRATION SERVICES AGREEMENT
This Addendum to the service agreement is made and entered into by and between BASIC pacific, which acts as a third party administrator for
Premium Only Plan administration services, and ($FutlLegalName}, the sponsoring employer (EMPLOYER).
TERM
The term for services provided herein shall commence an ($ServiceYearStan) and end on {$ServiceYearEnd). Thereafter, this Agreement may be
continued for successive Agreement Periods of twelve (12) months.
INCLUDED SERVICES
In consideration for the fees listed. BASIC pacific will provide the following services:
• BASIC park will participate in an initial consultative teleconference to ensure the Plan is set up properly and EMPLOYER understands all aspects
of their Plan requirements.
• BASIC pacific will provide all administrative forms needed for EMPLOYER to administer the Plan.
• BASIC pacific will provide a customized Plan Document, Adoption Agreement, Board Resolution (if requested) and Summary Plan Description
(SPD). EMPLOYER's legal counsel should review the documents to assure the accuracy and appropriateness of all information.
• BASIC pacific will amend and restate the Plan as directed by EMPLOYER (or if required by law) on any Plan Anniversary. An additional fee of $75
will be charged for any Plan amendments requested by EMPLOYER during the Plan year. EMPLOYER's legal counsel should review the
documents to assure the accuracy and appropriateness of all information.
• BASIC pacific will provide an electronic (soft) enrollment packet included in the base fee.
• BASIC pacific will perform one complete Discrimination Testing cycle each Plan Year. Additional Discrimination Testing may be requested for a fee
of $75 per Testing Cycle.
• BASIC pacific will provide unlimited toll-free assistance to EMPLOYER for all day -today Plan issues (unless specifically restricted elsewhere in this
agreement); including assistance when employees request a mid -year election change.
• BASIC pacific will provide up to one hour of telephone consultation for assistance pertaining to a discriminatory Plan. Additional time requested by
EMPLOYER will be billed at $75 per hour.
EMPLOYER EMAIL ADDRESS REQUIRED
EMPLOYER understands and agrees that BASIC pacific provides most correspondence and documents exclusively in an electronic format via
email. Accordingly EMPLOYER understands and agrees to provide BASIC pack with one or more email addresses to deliver such documents and
azr.csccads=e-to EMPLOYER, EMPLOYEE; also sprees t:, nzii` EL':S1C pack o` s nEa,'cl;a:gcd addmz-,ioa.xi-hely-manner. EMPLOYER_
further understands and agrees that if EMPLOYER does not provide BASIC pacific with such email address(es), EMPLOYER will not receive many
critical correspondence, which will result in an incomplete service for which EMPLOYER is solely responsible.
FEE FOR INCLUDED SERVICES
EMPLOYER shall remit to BASIC pacific a base fee of (if $BrokerPaysPOPFees =='Yes')'(/if){$AnnuaIPOPFee) for -the plan year. BASIC pacific will
invoice EMPLOYER for the annual fee during the month of {$POPRenewalMonth). If your Broker pays the POP -fees, an ' is designated next to the
annual fee. Your Broker reserves the rights to revoke this agreement at any time without prior notice. EMPLOYER understands and agrees that it is
responsible for paying all fees not paid by your Broker, regardless of the reason.
(fif)
01007.0004/661671.1 06.04.2019 cfox
Pricing - Appendix I
Setup Fee
Annual Fee
Monthly Flex Administration Fee'
$waived
$waived
$ 4.00 per participant ($ 50.00 Monthly Minimum)
Monthly Commuter Benefit Administration Fee* $ n1a per participant ($ n/a Monthly Minimum)
('No monthly charge for Run Out or Grace Period for active clients)
" Billing cycles vary from monthly, quarterly or annually depending on annual fees,
Optional Services below (additional fees apply if selected):
BASIC Benefits has the right to apply additional fees for any service outside the scope of its contracted services
Employee meetings are available the first plan year via online webinar at no cost, based on scheduling availability
• $1.50 per enrollment or a $25 minimum if Employer chooses to submit paper/non-electronic enrollments, or electronic not in BASIC's
format
Enrollment booklets may be purchased in one bulk mailing for $0.95 per booklet + $50 shipping fee (electronic communications included
in standard service)
When BASIC holds Client funds for settlement (BASIC Bank Account& TPA Settlement Account), there is a $50 per month fee/conditions
apply
• Summary Plan Descriptions (SPDs) may be purchased in one bulk mailing for $1,50 per booklet + $50 shipping fee (electronic
communications included in standard service)
• Special Payment Processing - $25-$50/month, includes not issuing reimbursements directly to employees and not allowing direct deposit
to employee bank accounts.
• Positive Pay Fee will be $250 per month with processing Monday through Friday
• Replacement Debit Card fees:
C Lost debit card is $5, charged to the participant's account when possible
Ij Replacement due to a reporting error is $5
• Any ACH Return or Check Nonsufficient Funds is $50 fee per incident
t -r Emujt7�-, t tiquee tidwig ti Fla'►=etit: $75t,�.mf
• Additional fee per wire transfer sent to Basic pacific: $20 per wire transfer
EDI (Electronic Data Interchange) and Payroll Posting Files & Expectations:
Employer Responsibilities:
A. Solely responsible for the accuracy of all data submitted to BASIC Benefits. Review -BASIC Benefits' reports to ensure data has
been received and processed accurately. BASIC Benefits will work with the Employer and their vendor to assist with resolving issues.
B. Provide missing required data (if applicable) and understand files will not be processed until such data is provided by Employer; for
example, payroll data that is required FSA employee terminations.
C. Until the data exchange goes live between BASIC Benefits and Employee Navigator, continue to submit ongoing data changes to
BASIC Benefits through BASIC Benefits' typical mechanisms (online forms). in a timely manner.
Fees:
EDi Pricing:
A. Setup Fees:
a. If BASIC spends more than 20 hours to establish the file(s) for a line of service, BASIC will charge $115/hour for time spent
over 20 hours. This fee is in addition to the setup fee.
b. If the Client moves to a new Vendor requiring EDI files to be setup again, the setup fee is charged again for the new Vendor.
B. Monthly Fees (if applicable): Monthly fees will be assessed on a case by case basis for each line of service (likely between $50 and
$250 per month) for EDI files with the following issues:
a. Files not provided in BASIC's format
b Required data is missing/not provided
c. Data fields with incorrect values that do not match BASIC's administration systems
d. Data is inaccurate or conflicting data is provided
e. Files transmitted in a non-standard manner
f. Other reasons as determined by BASIC
EMPLOYER TO INTIAL WITH ACCEPTANCE OF FEES HERE
3
ACS or CERTIFICATE OF LIABILITY INSURANCE DATE (M 02p � YI
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES
BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURERS), AUTHORIZED
REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.
IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(les) must have ADDITIONAL INSURED provisions or be endorsed.
If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on
this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).
PRODUCER CONTACNAME:
M3
1 M3 Insurance Solutions, Inc. PHONE — Fax
828 John Nolen Drive LoAJ I40, k, 800-272-2443 _-.JA1C,Not:608-273.1725_
Madison WI 53713 �wRess, info@m3ins.com
_ INSURED TOTAADM-01
BASIC Benefits, LLC / BASIC Payroll, LLC
COVERAGES CERTIFICATE NUMBER: 435921D63
INSURERS) AFFORDING COVERAGE i NAIC9
INSURER A: Charter Oak Fire Insurance Com 25615
INSURER 8: The Travelers Indemnity Compan _ 25658
INSURER c: Travelers Prope" Casuals of 25674
INSURER o: The Travelers Indemnity Co of ! 25682
INSURER E:
RFVISInIJ IJI luAr-0•
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD
/
' V
INDICATED NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS.
EXCLUSIONS AND CONDITIONS OF SUCH POLICIES LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS
!LTR
TYPEOFINSURANCE
�Ci$O
O POLICYNUMBER
MOWUDCDlYYYY
MSFF D WY
LIMITS
A
Y
H5305A888588COF19
101112020
10!112021
EACH OCCURRENCE 51000,000
PREMISES JEa occurrence S 500 000
TMERCIALGENERALLIABILITY
CLAIMS -MADE IJ OCCUR
MED EXP (Any one person) S 10 000
_
PERSONAL S ADV INJURY $1.000.000
_
GENERAL AGGREGATE $2.000.000
GEN'L AGGREGATE LIMIT APPLIES PER
X POLICY ❑ JECOT- F-� LOC
PROOLCTS - COMPIOP AGG $2000.000
S
OTHER,
B
AUTOMOBILE
LIABILITY
BAGN165851 1011/2020
10/1/2021
COMBINED INGLEL,MIT ;1.000.000
Ea accitlent
BODILY INJURY (Per person) $
X
ANY AUTO
I
OWNED SCHEDULED
AUTOS ONLY AUTOS
BODILY INJURY (Per accident) S
X
HIRED X NON -OWNED
AUTOS ONLY AUTOS ONLY
PROPERTY DAMAGE S
Per emdent
S
C
X
UMBRELLA UAB X OCCUR
f CUP6J097403
10/1/2020
101112021
EACH OCCURRENCE $10000000
AGGREGATE $10000000
EXCESS UAB CLAIMS -MADE
I
DEO I X RETENTION15
$
❑
WORKERS COMPENSATION
AND EMPLOYERS' LIABILITY Y 1 N
UB6J691951
1011/2020 1011/2021
X S ATUTEERH
E.L. EACH ACCIDENT S 1,000,000
ANYPROPRIETORIPARTNERIEXECUTIVE
OFFICERIMEMBEREXCLUDED? NIA
E L. DISEASE • EA EMPLOYEE 51 000,000
in NH)
(MIt
f�andstory
OESs. descnbe under
C PTIION OF OPERATIONS below
E.L. DISEASE • POLICY LIMIT 31000,000
A ' Pmtessronal Uabelgy I
C Cyber Liability
PE0901502-01 10H12020 101112021 JAggregate2,000,000
ZPL31N32133 1011/2020 10/1/2021
Aggregate I 1,000000
!!I
DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, rMy be attached It mora space Is requiredl
Verification of Insurance only. -,,,,r ,.)
The City of Carson is an additional insured with respect to general liability when required by written contract.
All insurance is written on a primary, non-contributory basis when required by written contract
A 30 Day Notice of Cancellation applies. �, C
3-2-/2-/2-02-0
It[a;Le11■1=1.1
Faye Moseley
Director of Human Resources 8 Risk Management
City of Carson
701 E Carson Street
Carson CA 90745
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
ACCORDANCE WITH THE POLICY PROVISIONS.
REPRESENTATIVE
1te''ov
O 1988-2015 ACORD CORPORATION. All rights reserved.
ACORD 26 (2016103) The ACORD name and logo are registered marks of ACORD