WageWorks Inc (2010) . . _
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SEP 2 8 2011 H j:,
AMENDMENT TO
AGREEMENT BETWEEN CITY OF RANCHO PALOS VE ESf".�.CL ' --- -
AND
WAGEWORKS,INC.("WAGEWORKS")
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This Amendment is effective January 1, 2012 ("Effective Date"), to the
agreement entered into between Client and WageWorks ("Agreement") for COBRA
administration services. The following amendments are incorporated into and made a part
of the Agreement. In the case of a conflict,the terms of this Amendment will control and
prevail over those contained in the Agreement.
WHEREAS,the parties wish to extend the term of the Agreement and accept the
.corresponding changes in fees.
NOW, THEREFORE, BE IT AGREED, in consideration of the mutual
promises contained herein, the parties agree to amend the Agreement as of the Effective
Date as follows:
1. The term of the Agreement is extended from January 1,2012 through December 31,2014 •
. ("Extended Term").
2. The fees and services for the Extended Term are as stated in Exhibit A attached hereto.
IN WITNESS WHEREOF, the parties have hereto by their duly authorized
representatives executed this Amendment.
For Client For WageWorks,Inc.
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By: By: I a rek
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Title: NA / Title: Gtrke.4,.( ( •
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Date: *V 11 / Date: 1/23/1
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Wage 'orks'
EIBIT A
Fees for COBRA Administrative Services: -
Activity: Fees:
Monthly Service Fee $25.00 •
Fee Includes: $0.75 PEPM(per benefit eligible per month)
• COBRA Qualifying Event Notifications The number of benefit eligible will be determined on an
annual basis at the start of the plan year and will be fixed
• Adjudication of COBRA for twelve(12)months.PEPM rate is based on a good faith
Election/Enrollment period estimate by the Client and will be confirmed with the copy
• Coupons for Monthly COBRA Premiums
of the medical invoice of number of benefit eligible If this
invoice information is not received by WageWorks,the
• Notice of Termination of COBRA eligible count will be increased by 20%annually.
Coverage The monthly minimum service fee is$100.00.
• • Monthly Premium Remittance to Client
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• Standard reports available via WageWorks
web-site including active participant report •
and terminated participant report
• Provide call center customer service •
between 8:09-a.m.and 8:00 p.m.ET
- Monday through Friday.
• Compliance management and adjudication
of disability extensions,Medicare
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entitlement,and all second qualifying
events and qualified beneficiary changes.
2%COBRA Surcharge Retained by WageWorks
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• Additional Services •
• Open Enrollment is a mandatory selection below and default is Partial Services.
® Open Enrollment—Open Enrollment Option I—Full $15.00 Per Packet subject to an annual minimum of
Service Includes: $150.00.
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• WageWorks standard Open Enrollment
letter •
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• WageWorks standard rate change .
notification
• WageWorks standard Open Enrollment
Change Form NOTE: Postage will be billed to Client for USPS First .
Class Mail along with print and/or copying charges.
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• Processing of all changes
Client may provide inserts to be included
• WageWorks will provide customer service
support during the Open Enrollment period
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[� Open Enrollment Option 11—Partial Services - $8.00 Per Packet subject to an annual minimum of
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WageWorks'
Include: $150.00
• •WageWorks Standard Open Enrollment •
Change Form provided to Client and
returned to WageWorks directly for
processing.WageWorks processes changes
• only.
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• Open Enrollment Change Form must be •
returned to WageWorks postmarked no later
than last day of the Open Enrollment period. NOTE: Postage will be billed to Client for USPS First
• WageWorks will provide customer service Class Mail along with print and/or copying charges.
• support for the Open Enrollment period
,❑ DOL Initial Notification of Rights to all eligible $3.00 Per Notice
employees(blanket notices) •
Customization of files and/or communications $150/hr
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[] Post-Termination Services $250/hr -Must be reviewed and approved by WageWorks
❑ Data files to WageWorks for Takeovers,New Hires $150/hr programming fee applies per file
or new COBRA Qualifying Event notification other
than standard WageWorks format •
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Miscellaneous Expenses: '
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1. Customization. Any requests for customization or non-standard communications will be assessed
once requirements are provided and time and cost has been determined. Client will be invoiced
upon approval of change order executed by WageWorks.
2. Travel. Travel charges will be billed at a rate of$500 per day,plus all expenses.
3. Postage:Legislative Changes. WageWorks reserves the right to increase fees due to postage
increases or legislative changes that require additional notices or modifications to WageWorks'
current offerings.
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WageWorIis •
WageWorks,Inc.Master Services Agreement
1. Client Information
Client Name("Client): City of Rancho Palos Verdes •
Main Contact Name and Title:Eric Mausser
Phone Number:310-544-5331
Fax Number: 310-544-5291
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Email:christyb@rpv.com
A. Main Address: 30940 Hawthorne Blvd,Rancho Palos Verdes,CA 90275
2. Services
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Mark boxes for desired services
New Client
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X Existing Client
Commuter Benefits
• Flexible Spending Accounts*
HRA* •
HSA* .
• X COBRA/HIPAA* ;
X Business Associate Agreement*
3. Effective Date: The"Effective Date"is January 1,2011.
For: City of Rancho Palos Verdes For:WageWorks,Inc.
By: By:
Title: Title: S
Date: `T 3 e Date: ti\i1/4Ak-
*Mandatory selection in conjunction with these services. •
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This Master Services Agreement is made by and between WageWorks,Inc.,a Delaware Corporation,
("WageWorks")and City of Rancho Palos Verdes,a Corporation("Client"),and it
contains the general terms and conditions governing the administrative services WageWorks will perform •
for the benefit of the Client. •
• Each Addendum attached hereto and incorporated herein by reference contains terms and conditions
specific to each service offering elected by Client(referred to collectively or individually as the context so
requires as the"Services"). This Master Services Agreement and any attached Addenda shall be referred to
collectively herein as the"Agreement." .'
Article I. Term •
Section 1.01.Term
The term of this Agreement shall commence on the Effective Date and continue for a period of 1 year
("Initial Term"). This Agreement shall automatically renew for additional one(I)year periods("Renewal
Term"),unless either party opts not to renew this Agreement by providing written notice to the other at
least ninety(90)days prior to end of the Initial Term or a Renewal Term. This Agreement may be
terminated during the Initial Term or Renewal Term based on the provisions of Section 5.08.
Article II. Fees and Benefit Funding
Section 2.01.Fees •
Client will receive electronic invoices for fees("Fees ")as further described in each Addendum. Except
for implementation fees which shall be paid on or before execution of this Agreement,all payments for fees • •
• shall be made within thirty(30)days from the date of the invoice unless otherwise stated in the applicable
• • Addendum. Client shall pay by Client-initiated ACH(Credit),electronic funds transfer(EFT)or wire to an
account designated by WageWorks or by a WageWorks initiated ACH Debit,as further directed in the •
applicable Addendum. Client shall also be responsible for any sales taxes that are incurred by WageWorks
. as a result of performing the Services described herein and such actual amounts shall be included in the -
monthly invoice provided to Client. Further,Client shall also be responsible for paying any reasonable •
costs and expenses,including legal fees,incurred by WageWorks as a consequence of any failure of Client
to pay the Fees in a timely manner. All services not outlined in the Addenda,that are required as a result of
legislative changes or otherwise,will be subject to additional fees.
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Section 2.02.Late Payments •
A charge of 2.0%will be assessed on late payments of undisputed Fees. Client must submit written notice
to WageWorks and supporting documentation as to any Fees it disputes within thirty (30) days from the
date of the invoices. WageWorks shall provide a written response within thirty(30)days of the notice of
dispute. Upon resolution Client shall pay any and all outstanding amounts within five(5)business days of
such resolution. Notwithstanding anything in this Agreement(or any Addenda)to the contrary,if Client
fails to pay WageWorks within the required time period any amount that is due (including, without
limitation,Fees and benefit claims funding amounts)as a result of any service provided by WageWorks to
Client(including,without limitation,the Services), WageWorks shall be permitted to deduct the past due
• amount from any funds provided by Client pursuant to this Agreement or any other agreement between the
• parties which are held by WageWorks without.prior notice and without prior approval of the Client. This
right of offset shall be in addition to any other remedies that WageWorks may have in this Agreement or
•any other agreement between the parties with respect to such non-payment,including,without limitation,
any right to terminate the Agreement,regardless of whether the past due amount is paid in full as a result of
• these offset rights. WageWorks has the right to suspend services to the Client in the event fees are not paid
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within sixty (60) days of invoicing provided that WageWorks has sent prior written notice of intent to
suspend services.
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Section 2.03.Pre-Note
Client hereby authorizes a"pre-note"for the sole purpose of testing the accuracy of electronic transactions
for any benefit funding(to'the extent applicable)and Fee payment arrangement under which WageWorks is
to issue an ACH debit. This Fe-note will not result in a charge to Client and shall be issued at least thirty
(30)days prior to the effective date of the first benefit month under this Agreement to ensure all systems
are properly functioning. •
• Section 2.04.Benefit Claims Funding
Client acknowledges and agrees that all benefit funding amounts provided to WageWorks pursuant to•the
terms of this Agreement shall be provided from Client's general assets. In no event will Client provide
funds to WageWorks that consist of plan assets or participant/employee contributions,whether made by
salary reduction or otherwise,as those terms have their general meanings under ERISA. All benefit
funding amounts provided by Client to WageWorks shall not be segregated or set aside in a trust or escrow
account by WageWorks. Upon termination of this Agreement,WageWorks shall provide an accounting
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and reconciliation to Client and shall pay to Client any amount due based on the terms and conditions of
each applicable Addendum to this Agreement.
Article III. Services,Exclusions&Maintenance
Section 3.01. Services •
The Services provided to Client are outlined in each Addendum. If any material changes in the products
that underlie the Services are needed,WageWorks will provide Client with prior written notice of such
material changes;provided that immediate modifications may be necessitated by changes in the law or to
curtail substantial abuse by participants and in all such cases WageWorks shall notify Client as soon as
administratively practicable of such changes.
Section 3.02. Exclusion from Services
AlthoughWageWorks serves as the Client's agent for services rendered pursuant to this Agreement,the
• • g ' ' ' employee benefitplans(the
Client remains solely and completely responsible for all activities of the
"Plans")sponsored by Client,including compliance with the Employee Retirement Income Security Act of '
1974,as amended,("ERISA"),the Health Insurance Portability and Accountability Act of 1996,as
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amended,("HIPAA"),the Internal Revenue Code of 1986,as amended,(the"Code"),state and local
escheat and unclaimed property'laws,and other applicable laws and regulations. .Client agrees to
indemnify and hold WageWorks harmless(including reasonable attorney fees)and expressly releases all
claims against WageWorks in connection with any claim or cause of action,which results from the failure
or alleged failure of Client(and it officers and employees)to comply with ERISA,HIPAA,the Code and
any other applicable law,except to the extent that such claims or causes of action result from the willful
actions or willful failure to act by WageWorks. Notwithstanding the foregoing,WageWorks shall not be
.responsible for the following:
(a) verifying the completeness or accuracy of any information provided by Client,or
rekeying or reprocessing incorrect data;
(b) developing Client's policies and procedures for its Plans;
(c) independently determining fraudulent activities by Plan participants or beneficiaries;
(d) providing legal or tax advice to Client or.Plan participants or beneficiaries; .. ...
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(e) reporting any information to any government agencies,or withholding from any Plan
benefits amounts necessary to cover any income,employment or other payroll taxes;
(1) negotiating any Services on behalf of Plan participants or beneficiaries;and
(g) activities or services not specified in this Agreement or the Addenda attached hereto.
Section 3.03. Maintenance •
WageWorks reserves the right to perform routine system(both web and IVR)maintenance during off hours
(normally between 9PM and 5AM ET). The maintenance normally requires no more than two(2)hours
per day,or one(1)weekend per month. Any longer maintenance will be posted on the web pages.
Article IV. Client Responsibilities
Section 4.01.Responsibilities
Client shall be responsible for establishing and maintaining the Plans,including,without limitation,the
following:
• (a) Determining employees who are eligible to participate in the Plans that are the subject of
the Services; •
•(b) Timely electronic delivery of Plan data in a format acceptable to WageWorks;
(c) Delivering updates to WageWorks regarding employees'information,including,without
limitation,changes in salary reduction amounts,eligibility,additions and deletions of Plan participants and
dependents covered by a particular Service,in the format,medium,and timeframe further described in
specific Addenda or provided to Client in writing by WageWorks;
(d) The accuracy and completeness of all data provided to WageWorks;
(e) • Establishing,deploying,and maintaining its own policies and procedures regarding
which of its personnel may access the WageWorks site;and
(I) Drafting,adopting,communicating and transmitting Plan documents,policies and
procedures to its employees.
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Section 4.02.Client as Plan Administrator and Fiduciary •
With respect to any and all Plans and programs for which Services are provided hereunder,Client •
acknowledges and agrees that it is the"plan administrator"and"fiduciary"for purposes of ERISA to the .
extent such law applies to the Services.
Article V. General Legal Terms •
Section 5.01.Intellectual Property
WageWorks owns and shall retain all right,title and interest(including,without limitation,all intellectual
property rights)in and'to all software,web pages,documents,processes,and other information,equipment
and materials used in connection with the provision of services hereunder including,without limitation,
those developed by WageWorks for use by Client and Plan participants and beneficiaries(the"WageWorks
System"). •
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WageWorks grants Client and Plan participants and beneficiaries a limited,non-exclusive,non-transferable
license to access and use the WageWorks System during the Term of this Agreement,solely and
exclusively: (a)in accordance with this Agreement and any instructions,user guides,and policies made
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available by WageWorks;and(b)for the purpose of receiving the Services provided by WageWorks under
and in accordance with this Agreement.
Without limiting the generality of the foregoing,Client may not,(a)without WageWorks'prior written
consent,disclose or provide access to the WageWorks System to any third parties,or(b)duplicate the
WageWorks System(or any associated materials)or use the same in connection with any other benefits
program(including Client programs). In addition Client shall,at Client's expense,return,erase,or
otherwise destroy all such items,and may not use.such materials following the termination of this.
Agreement. •
Section 5.02.Warranty
WageWorks warrants that the Services will be performed in accordance with generally accepted industry
practices and with reasonable skill and care. . .
THIS WARRANTY IS EXCLUSNE. THE WAGEWORKS SYSTEM AND SERVICES ARE
PROVIDED"AS IS"WITHOUT ANY FURTHER WARRANTY OF ANY KIND(EXPRESS OR
IMPLIED)INCLUDING,WITHOUT LIMITATION,THE IMPLIED WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE,WHICH WARRANTIES
ARE HEREBY EXPRESSLY DISCLAIMED. WITHOUT LIMITING THE FOREGOING,
WAGEWORKS MAKES NO WARRANTY,REPRESENTATION OR CLAIM WITH RESPECT TO
THE RESULTS OBTAINED THROUGH USE OF THE WAGEWORKS SYSTEM PROVIDED
HEREUNDER WAGEWORKS SHALL NOT BE RESPONSIBLE FOR(A)THE FAILURE OF CLIENT
TO ACCESS THE SERVICES PROVIDED HEREUNDER DUE TO ANY FAILURE OR INABILITY
TO ACCESS THE INTERNET,PUBLIC COMMUNICATIONS FACILITIES OR OTHER PUBLIC
UTILITIES;OR(B)FOR ACTS OR OMISSIONS OF ANY VENDOR OR MERCHANT.
Section 5.03.Indemnification•
In addition to any other indemnification provision in this Agreement or the Addenda,each party shall
indemnify,defend and hold harmless the other party and its employees,officers,and agents from and
against claims and proceedings for actual damages or losses(including legal fees and expenses)arising out •
of any actual or alleged:(i)breach by such party of its obligations hereunder;(ii)negligence or willful
misconduct of such party or its employees,officers or agents;or(iii)any claims in which one party is
named or joined with the other party when such party has not engaged in any wrongful acts. The
indemnified party will promptly notify the indemnifying party of any claim. The indemnifying party shall
assume and have sole control of the defense of such claim;provided,however,that neither party may settle
any claim without the prior written consent of the other party if such settlement exposes the other party to
any liability.
Section 5.04.Limitation of Liability
• IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INCIDENTAL,
CONSEQUENTIAL,SPECIAL,OR PUNITIVE DAMAGES(INCLUDING,WITHOUT LIMITATION,
LOST PROFITS,LOST BUSINESS,LOSS OF DATA OR COST OF SUBSTITUTE GOODS)ARISING
OUT OF OR.IN CONNECTION WITH THIS AGREEMENT OR THE SERVICES PERFORMED
HEREUNDER UNDER ANY THEORY OF LIABILITY(WHETHER IN CONTRACT,TORT,STRICT
LIABILITY OR OTHERWISE). IN ADDITION,EXCEPT AS PROVIDED IN SECTION 5.06,
NEITHER PARTY SHALL BE LIABLE TO THE OTHER FORANY DIRECT DAMAGES IN EXCESS
OF THE FEES FOR SERVICES GIVING RISE TO THE CLAIM.
Section 5.05. WageWorks as Independent Contractor
WageWorks,and any entity(including those in a chain of service providers)that provides services to
WageWorks to complete transactions requested by the Client or Plan participants and beneficiaries
("Affiliated Service Providers"),are independent contractors of Client.
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Section 5.06.Confidentiality and Privacy
.Each party acknowledges that performance of the Agreement may involve access to and disclosure of
Confidential Information belonging to the other. "Confidential Information"means any non-public
confidential or proprietary information,including,without limitation,business and financial information;
policies and procedures;operations;customer and potential customer names;suppliers and vendor names;
trade secrets;trade dress;patent applications;inventions disclosures,and with respect to Plan participants
and beneficiaries personal identification information(such as addresses and social security numbers).
Confidential Information does not,however,include any information that:(i)was publicly available or
released to the public domain at any time prior to disclosure by one party,(b)becomes publicly known or
generally available after disclosure by one party through no wrongful action or inaction of the other party,
(c)information that is in the party's possession'or known by the party at any time prior to the time of
disclosure;(d)is rightfully disclosed to the party by a third party without similar restriction,or(e)is
independently developed by the party without use of the other party's Confidential Information.
No Confidential Information shall be disclosed to any third party other than representatives of such party
who have a need to know such Confidential Information,provided that such representatives are informed of
the confidentiality provisions hereof and agree to abide by them. All such Confidential Information must
be maintained in strict confidence. In addition,each party will maintain the confidentiality of medical
records as required by law. In the event a party is required by law to disclose Confidential Information,the
disclosing party shall immediately notify the other party in writing,describing the circumstances of and
extent of the disclosure. Upon termination of the Agreement,each party,upon the request of the other,will
return or destroy all copies of all of the other's Confidential Information in its possession or control except
to the extent such Confidential Information must be retained pursuant to applicable law,provided,however, •
that,WageWorks may retain copies of any such Confidential Information it deems necessary for the
defense of litigation concerning the Services it provided under the Agreement.
. The parties acknowledge that compliance with the provisions of the foregoing paragraphs are necessary to
. protect their businesses and goodwill and that any actual or prospective breach will irreparably cause
damage to them for which money damages may not be adequate. The parties therefore agree that if one of
them breaches or attempts to breach the foregoing paragraphs hereof,the other party shall be entitled to
obtain temporary,preliminary,and permanent equitable relief,without bond,to restrain such breaches,
together with any and all other legal and equitable remedies available under applicable law or under the
Agreement. The prevailing party shall be entitled to recover from the other party the reasonable attorneys'
fees and costs it expends in any action related to such breach or attempted breach..
In addition to the prior provisions of this Section 5.06,any personally identifiable information(e.g.,name,
address,age,and social security number)collected or obtained by WageWorks in the course of performing
its Services under this Agreement(the"Privacy Restricted Data")will be collected,stored,maintained,
accessed,used and disclosed in accordance with any applicable federal,state and local privacy laws
governing the collection,storage,maintenance,access,.use or disclosure of such personally identifiable
information(the"Privacy Laws"). WageWorks will at all times perform its obligations under this •
Agreement as not to cause Client to be in violation of the Privacy Laws. WageWorks will be fully
responsible for any collection,access,use and disclosure of Privacy Restricted Data that are based on its
actions or inactions that are in violation of any Privacy Laws. WageWorks will notify Client as soon as
administratively practicable of any breaches of security that may result or may have resulted in the
unauthorized collection,access,use or disclosure of Privacy Restricted Data that is or may be in violation
of any Privacy Laws. WageWorks will make all reasonable efforts to assist Client in relation to the
investigation and remedy of any such breach of security.and any claim,allegation,action,suit,proceeding
or litigation with respect to the unauthorized collection,access,use or disclosure of Privacy Restricted Data
that is in violation of any Privacy Law. WageWorks.will be responsible for the cost of any violation of any
Privacy Law with respect to the Privacy Restricted Data,including,without limitation,remedial activity,•
notification of Plan participants and beneficiaries,and fines and/or penalties. '
Section 5.07. Records Maintenance and Disposition , .
WageWorks shall have the right to keep and archive records of information and data regarding Client and
the Plan obtained in connection with the provision of Services hereunder(collectively"Service Records")
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for the longer of what is required by applicable law or seven(7)years from the date such information is
• received by WageWorks. Subject to any confidentiality obligations that may apply,Client may request that
a copy of the applicable Service Records be provided to Client(or to a third party designated by Client in
writing);provided,that WageWorks may retain copies of any Service Records it deems necessary for the
defense of litigation concerning the Services it provided under the Agreement.
Section 5.08. Termination
(a) Termination for Breach '
Either party may terminate this Agreement with immediate effect in the event the other party remains in
•
default as to any of its material obligations hereunder after receiving written notice of the same and failing
to cure such default within thirty(3 0)days of the date'of such notice or three(3)days in the event of
nonpayment.
(b) Termination for Bankruptcy,Insolvency,or Business Wind Down
Either party may terminate this Agreement immediately if either party(i)voluntarily files for bankruptcy;
(ii)admits its insolvency;(iii)takes action to commence winding down its business;or(iv)is named as a
defendant in any involuntary bankruptcy or insolvency proceeding. In the event Client is involved in a
bankruptcy proceeding as described in the foregoing'sentence,WageWorks shall also have the right to
suspend the payment of claims under this Agreement unless and until an order is obtained from the
•
bankruptcy,court,in form and substance acceptable to WageWorks,authorizing such payment and Client
has deposited the funds necessary to pay such claims in full.
(c) Effect of Termination
Upon termination of this Agreement,WageWorks shall notify Client of the date on which all Services shall
cease. At that time,all rights and licenses granted hereunder to use the WageWorks System(including,
without limitation WageWorks software and/or user manuals,training materials,and other written
materials that relate to the services provided hereunder)shall immediately terminate.
Section 5.09.Publicity •
•
During the Term of this Agreement,either party may issue public statements or announcements relating to
the provision of Services hereunder as long as such party has received the prior written consent of the other
party,which consent shall not be unreasonably withheld,conditioned or delayed. •
•
Section 5.10.Assignment
Neither party may assign any of its rights and obligations under this Agreement without the prior written
consent of the other party which consent shall not be unreasonably withheld,•conditioned or delayed.
Notwithstanding the foregoing,either party may assign this Agreement to one of its controlled entities.
This Agreement shall be binding upon and shall inure to the benefit of the parties'respective successors •
and assigns.
Section 5.11.Notices . •• t • .•• .
Notices from a party concerning this Agreement must be written and delivered to the•other party at the
addresses shown below(i)in person,(ii)by certified mail,return receipt requested,(iii) by traceable
overnight delivery,'or(iv)by electronically confirmed facsimile or electronic mail and followed
immediately by U.S.Mail. A signed receipt shall be obtained where a notice is delivered in person. Notice
will be effective upon delivery.
If to WageWorks: 1100 Park Place,4th Floor,San Mateo,CA 94403,Attn: General Counsel.
If to Client,to the main address shown on page•one of this Agreement.
•
•
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Section 5.12.Excused Nonperformance •
Notwithstanding any other provision of this Agreement,neither party shall be liable in any way for any •
delay or any failure of performance of a Service or for any loss or damage due to any causes beyond its
reasonable control,including,without limitation,acts of nature,acts of terrorism or a public enemy,war
(whether declared or not),acts of the Government,earthquake,fire,floods,degradation or disruption of any
communication service not under a party's control,loss of electrical power,congestion,failure or other
inability to access the Internet or disruption in the financial markets or the banking system,provided
prompt notice thereof is given to the other party.
Section 5.13.Waiver
• Failure of either party to insist on performance of any term or condition of this Agreement or to exercise
any right or privilege hereunder shall not be construed as a continuing or future waiver of such term,
condition,right or privilege.
Section 5.14.Severability
If any
.p from this Agreement and the remauuprovision of this Agreement is held ng provisions
be invalid or unenforceable,such provision shall be deemed
deleted ' ' ro ' 'ons shall continue in full force and effect.
•
Section 5.15.Governing Law
•
This Agreement and any claims arising hereunder or related hereto shall be governed by the laws of the
State of California,without regard to its conflicts of laws principles. •
Section 5.16.Disputes
Any dispute that can not be solved by the parties in good faith shall be submitted to the courts of the United
• States in the Northern District of California. Each party hereby consents to the jurisdiction of such courts
and waives any objections it may have to such venue(including any defense of lack of personal
jurisdiction)or any claim that such controversy or claim has been brought in an inconvenient forum. Any
• final judgment in such court shall be conclusive and binding on each party,and enforceable against it in
any court of competent jurisdiction. All claims or causes of action must be brought and filed within two
years of the termination of this Agreement,and.claims or causes of action brought or filed after such time
shall be null and void. •
•
Section 5.17.Counterparts •
This Agreement may be executed in counterparts or duplicate originals,each of which shall be regarded as
an original,but all of which shall be considered one and the same instrument.
Section 5.18.Entire Agreement
• This Agreement and the Addenda attached hereto constitute the full and complete understanding and . .
agreement of the parties relating to the subject matter hereof and supersede all prior understandings and
agreements relating to such subject matter. Any waiver,modification,or amendment of any provision of
this Agreement shall be effective only if in writing and signed by both parties. The provisions of this
Agreement shall prevail over any additional or different provisions in a Client purchase order,acceptance
notice,or other similar,document,which provisions shall be of no force or effect.
Section 5.19. Survival
The following Sections shall survive the termination of this Agreement: Exclusion from Services,
.Intellectual Property,Warranty,-Indemnification,Limitation of Liability,Confidentiality and Privacy,
Records Maintenance and Disposition,Governing Law,Disputes,Entire Agreement and Survival.
***
[Remainder of Page Left Intentionally Blank] •
8
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ADDENDUM E TO MASTER SERVICES AGREEMENT •
• COBRA SERVICES
This is Addendum E to the Agreement between City of Rancho Palos Verdes ("Client") and
WageWorks, Inc. ("WageWorks") ("Addendum") and is entered into effective as of January 1, 2011 ("Effective
Date"). In case of a conflict between this Addendum and the Agreement,the terms in this Addendum shall prevail.
Capitalized terms in this Addendum have the same meaning as in the Agreement unless defined herein.
• WageWorks shall provide Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA") administrative
services as stated below:
Fees •
WageWorks shall deliver invoices electronically to a Client designated email box. All invoices shall be paid within
thirty(30)days from the date of the invoice by(must select one):
tE Client issues an ACH credit or wires money to WageWorks
• WageWorks to issue ACH debit against Client's account
See Exhibit 1 for payment account information. •
Fees for COBRA Administrative Services: •
Activity: Fees:
Implementation Fee $
This fee is for 1-5 locations. Any additional locations
are$100 per location. Employer Severance plans are
charged$250'per plan. '
•
Fee Includes:
• - COBRA Qualification Event Notifications $20.00 per Participant per month(PPPM). Participant is
an individual who has elected to receive COBRA benefits
• Adjudication of COBRA and for whom all required documents are submitted.
Election/Enrollment period
plus
• Unavailability Notice •
$6 per Qualifying Event Notice
• Coupons for Monthly COBRA Premiums
•
• Late Payment Notice/Premium Grace Letter • '
• Notice of Insignificant Shortfall of COBRA •
Premium Payment . ... . ..
• Notice of Maximum Period of COBRA •
Coverage Expiration
• Notice of Termination of COBRA
Coverage
• HIPAA Certificate of Creditable Coverage
at COBRA Termination
• Monthly Premium Remittance to Client
•
• Adjudication of monthly premium
payments •
• Monthly Activity Reporting to Carrier
•
• Standard reports available via WageWorks, •
web-site including activeparticipant report
. r.
•
•
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•
and terminated participant report
• Provide call center customer service
•between 8:00 a.m.and 8:00 p.m.ET
Monday through Friday.
•
• Compliance management and adjudication
• of disability extensions,Medicare •
entitlement,and all second qualifying •
events and qualified beneficiary changes.
• Non-Commencement/Failure to Elect
Notice •
•
2%COBRA Surcharge Retained by WageWorks
Optional Services(Check box(es)for desired services):
kk Open Enrollment—Open Enrollment Option 1—Full $15.00 Per Packet
Service Includes:
• WageWorks standard Open Enrollment
letter
•
• WageWorks standard rate change
•
notification
• • WageWorks standard Open Enrollment
Change Form •
• Processing of all changes
• Client may provide inserts to be included NOTE: Postage will be billed to Client for USPS First
• WageWorks will provide customer service Class Mail along with print and/or copying charges.
support during the Open Enrollment period
•
0 Open Enrollment Option 11—Partial Services $8.00 Per Packet
Include:
•
• WageWorks Standard Open Enrollment
Change Form provided to Client and
returned to WageWorks directly for
processing.WageWorks processes changes
only.
• Open Enrollment Change Form must be
returned to WageWorks postmarked no later NOTE: Postage will be billed to Client for USPS First
than last day of the Open Enrollment period. Class Mail along with print and/or copying charges.
• WageWorks will provide customer service
support for the Open.Enrollment period •
❑ DOL Initial Notification of Rights to all eligible $2.75 Per Notice •
• employees
0 DOL Initial Notice of Rights/New Hire Notice $3.50
❑ HIPAA Certificate of Creditable Coverage at $3.50 Per Notice
termination of Qualifying event
❑ Medicare Part D Notice $6.00 Per Notice
❑ Eligibility Reporting to Carriers $35.00 Per Carrier Per Month
•
❑ Customization of files and/or communications $150/hr
❑ Post-Termination Services $250/hr -Must be reviewed and approved by WageWorks
•
•
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❑ Data files to WageWorks for Takeovers,New Hires . $150/hr programming fee applies per file
or new COBRA Qualifying Event notification other
than standard WageWorks format
❑ Annual Open Enrollment Eligibility File Updates to $150/hr programming
Carriers
• •
The monthly minimum service fee is $100.00. A monthly invoice for COBRA Administration Services will be
provided to Client for the prior month's activity. If Clients elects Direct Billing services, the.invoice will include
both services. All fees outlined above assume USPS First Class Proof of Mail unless otherwise noted. .
•
Miscellaneous Expenses:
1• Any requests for customization or non-standard communications will be assessed once requirements are
provided and time and cost determined. Client will be invoiced upon approval of change order executed by
WageWorks.
•
2. . Travel charges will be billed at a rate of$500.00 per diem plus all travel expenses.. . .
• WageWorks reserves the right to increase fees due to legislative changes that require additional notices or
modifications to WageWorks'offering or postage increases during the term of this Addendum.
COBRA ADMINISTRATION STATEMENT OF WORK
•
During the term, of this Addendum, WageWorks shall provide an implementation project plan to Client and
coordinate the implementation kick-off call with all necessary parties. WageWorks will coordinate set up of all
system required data and provide Client with a Plan Sponsor Report of the same. WageWorks will coordinate with
Client to test inbound files and load takeover data. •
During the term of this Addendum,Client shall work with WageWorks to promptly provide all data and information
necessary for WageWorks to provide the Services according to the timeline set forth in the implementation project
• plan. If applicable, Client shall coordinate transition from its prior administrator to WageWorks and shall ensure
that all required data is provided in a timely fashion.
Client shall advise WageWorks of the occurrence of any of the following events (each a"Qualifying Event")and
provide WageWorks with timely and accurate data relating to any of these events via WageWorks' standard file •
specifications:
(a) (i)Death of a covered employee/retiree, if such event results in the loss of coverage by a participant
(dependent) under Client's Group Health Plan(s); (ii) Termination of Employment or Reduction in
Hours of a covered employee,(iii)Divorce/legal separation from a covered employee;(iv) (vi)Client
filing for bankruptcy(provided that if Client files for bankruptcy under Title 11,U.S.C., Client shall
advise WageWorks of any loss or substantial elimination of coverage under the Plans)(with respect to
employees, dependents, retirees, surviving spouses and their dependents); and(vii)Any other event
resulting in a covered employee losing coverage under the employer's group health plan;
• (b) A qualified beneficiary being determined; under Title II or XVI of the Social Security Act, to have
been disabled at the time of the Qualifying Event described in (a) above, or that the qualified
beneficiary is no longer disabled. Such notice(s) shall be provided to WageWorks as soon as
practicable, but in no event later than ten(10)business days after the date Client becomes aware of
such event;and/or •
1111 1111
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• • •(c) The termination of any of the Plan(s),such notice(s)to be provided at least 30 days prior to,or,if less,
as soon as practicable in advance of the termination of the Plan(s).
The Client shall be solely responsible for determining whether or not an employee has had a Qualifying Event or
has been terminated for gross misconduct. Client shall be solely responsible for selecting a determination period
and establishing and advising WageWorks of the applicable premium rates to be charged for COBRA
continuation coverage. Client shall notify WageWorks in writing as soon as is practicable,but not less than 30
days prior to the effective date, of the applicable billing date of any changes in premium rates affecting
participants electing continued coverage under the Plan(s)or any changes in premiums applicable to participants
• during an annual enrollment period.
WageWorks shall be entitled to rely on the accuracy of all information provided by Client,and its employees and
former employees,including any address updates provided by COBRA participants.
If applicable, each of Client's authorized-representatives may be provided with a unique username/password
combination to WageWorks' website. WageWorks has no liability for costs and expenses incurred as a result
. from the transfer of username or password by any user. •
Client shall be responsible for reconciling all carrier invoices and participant reports. Client shall notify both
WageWorks and the carrier of any discrepancies in the carrier enrolled reports versus WageWorks enrolled
reports. WageWorks shall not be responsible for any unreconciled carrier statements or any errors resulting from
Client's failure to reconcile carrier statements to WageWorks reports each and every month. •
Lockbox Payment Processing: WageWorks will collect participant payments via a WageWorks-owned lockbox
and bank account. Premiums will be collected (plus administrative charges) from or on behalf of qualified
beneficiaries who elect to continue coverage under the Plan(s)("Continuants")made payable to WageWorks, and
forward collected premiums by the 20th business day of each month to the Client.
WageWorks shall consider COBRA.premiums to be timely paid if,within thirty(3 0)days of the due date, such
premiums are actually delivered to WageWorks, postmarked by the U.S. Postal Service or sent by express
delivery service(with evidence thereof). Actual delivery,postmark or evidence of express delivery will also be
used to determine timeliness of COBRA elections based on applicable statutory periods.
•
• Privacy •
•
• WageWorks agrees to the Business Associate Agreement("BAA")attached to the Agreement as Addendum I for
any program subject to HIPAA. In addition to the Client's duties under the BAA,Client must designate a HIPAA
health information recipient or a privacy officer to which any personal information will be-delivered.
•
•
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Exhibit 1
• Payment Information for Fees
CLIENT ACH Debit Payment Information:
Name of Client(Employer):
Name of Bank:
•
Address of Bank:
Demand Deposit Account Number:
ABA Routing Number(9 digit):
•
• Name(print):
•
• Title(print):
Date:
-
•
Filter II)Number for EPA:
Telephone:
Email:
•
Authorized Banking Signature:
•
CLIENT Wire Transfer,EFT,or ACH Credit Payment Information:
WageWorks Wire Transfer Account Union Bank of California
Information
Name of Bank: • •
WageWorks Main Account •
WageWorks Demand Deposit 31200043 86
Account Name and Number: •
ABA Routing Number:
122000496
WageWorks Contact: •
Account Services
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•
FEIN:
94-3351864
•
Addendum I
Business Associate Agreement(BAA)
. This is Addendum I to the Agreement between City of Rancho Palos Verdes ("Client") and
WageWorks, Inc. ("WageWorks") ("Addendum") and is entered into effective as of January 1, 2011
("Effective Date"). In case of a conflict between this Addendum and the Agreement,this Addendum shall
supersede. Capitalized terms in this Addendum have the same meaning as in the Agreement unless defined
herein.
WageWorks shall comply with all requirements of privacy and confidentiality related to Protected Health
Information under the Health Insurance Portability and Accountability Act of 1996 and the regulations
promulgated thereunder,as may be amended from time to time("HIPAA"), as the Business Associate of
the Covered Entity(ies). Unless otherwise defined in this Agreement, all capitalized words that are not
defined shall have the meaning given to it under HIPAA Privacy and Security Rules (under 45 CFR Part
160 through Part 164, Subparts A and E, as may be amended from time to time) and the Breach
Notification Rules(under 45 CFR Part 164,Subpart D,as may be amended from time to time). Unless the
context indicates otherwise, the term Protected Health Information includes Electronic Protected Health
• Information. Service Agreement means the underlying service agreement to which this Addendum is •
attached.
•
Section I.1. Use and Disclosure.
WageWorks agrees to: • ..• .y.
•.. ••••.::•.. --• .
L use or disclose Protected Health Information only as permitted or required by the Agreement or as
Required By Law.
ii. use appropriate safeguards to maintain the confidentiality of Protected Health Information of
Participants(and their spouses and dependants),and
iii. use of such Protected Health Information for WageWorks'management,administrative and legal
responsibilities only as permitted by law.
Section L 2. Reports of Improper Use Or Disclosure.
WageWorks hereby agrees that it shall report to Client,as soon as reasonably possible,its discovery of any
use or disclosure of Protected Health Information not.provided for or allowed by the Agreement. To the
extent such use or disclosure also constitutes a Privacy Breach,Section I.11 shall apply.
Section L 3. Affiliated Service Providers.
WageWorks hereby agrees that any time Protected Health Information is provided or made available to any
Affiliated Service Providers,WageWorks will enter into a subcontract with the Affiliated Service Provider
that contains terms,conditions and restrictions on the use and disclosure of Protected Health Information
substantially similar to those contained in-this BAA,-unless such Affiliated Service Provider is exempted by
HIPAA from being a Business Associate(e.g.,credit card processing companies).
Section L 4. Right of Access to Protected Health Information. •
WageWorks hereby agrees to make available and provide aright of access to Protected Health Information
•
by an enrolled Employee or an enrolled Employee's dependents(as applicable).
Section I.5. Amendment and Incorporation of Amendments.
WageWorks agrees to make Protected Health Information available for amendment and to incorporate any
amendments to Protected Health Information in accordance with HIPAA and at the direction of the enrolled
Employee.
•
Section L 6. Provide Accounting.
WageWorks agrees to document any disclosure of Protected Health Information(if such documentation is
required by HIPAA)and to provide an accounting of such disclosures to the enrolled Employee if such
request originated from the Employee or the Client's designated HIPAA recipient. The request of such
accounting must be made in writing. WageWorks shall respond to such request within ten(10)business
days.
Section I.7. Access to Books and Records. •
For purposes of determining compliance with HIPAA,WageWorks hereby agrees to make its internal
practices,.books,and records relating to the use or disclosure of Protected Health.Information received
from,or created or received by WageWorks on behalf of the Client available to the Secretary of the
Department of Health and Human Services(or the designee thereof)or the authorized representative of
• Client that is qualified to review such information,provided that the Client gives WageWorks thirty(30)
days written notice,unless HIPAA requires that WageWorks provide such information sooner.
Section L 8. Return or Destruction of Protected Health Information.
At termination of the Service Agreement or the expiration Of the tax record.retention period;whichever is
earlier,WageWorks hereby agrees to destroy all Protected Health Information received from,or created or
received by WageWorks on behalf of Client,and not to retain any copies of such information after
termination of the Agreement or the record retention period,as applicable. If the destruction of such
information is not feasible or is prohibited by laws on tax record retention,WageWorks agrees to extend
the protections of the Agreement for as long as necessary to protect the information and to limit any further
use or disclosure.
•
Section I.9. Mitigation Procedures.
WageWorks agrees to have procedures in place for mitigating;to the extent practicable,any harmful effect
that is known to WageWorks from the use or disclosure of Protected Health Information in a manner
• contrary to this Agreement or applicable law.To the extent such use or disclosure also constitutes a Privacy
Breach,Section I.11 shall apply.
Section I.10.HIPAA Security........ . ...... .... .. . .. , . .
a. WageWorks warrants that it has implemented administrative,physical and technical safeguards
that reasonably and appropriately protect the confidentiality,integrity and availability of any
Electronic Protected Health Information that it creates,receives,maintains or transmits on behalf
of Client as required by HIPAA or that which is created,received,maintained or transmitted by
WageWorks'agents or subcontractors.
b. WageWorks shall report to Client any successful Security Incident of which if becomes aware.
For purposes of the Service Agreement,"Security Incident"means the unauthorized access,use,
disclosure,modification,.or.destruction.of.information or interference with the system operations
in an information system.To the extent a Security Incident also constitutes a Privacy Breach,
Section I.11 shall apply to the Security Incident.
c. WageWorks shall provide in such notice the remedial or other actions undertaken to correct the
unauthorized Use or Disclosure.
d. WageWorks shall mitigate,to the extent practicable,any harmful effect that is known to
WageWorks of a Use or Disclosure of Protected Health Information by itself,an agent or
subcontractor in violation of the requirements of the Agreement.
e. WageWorks',its agent's or subcontractor's obligations under this paragraph Section L10 shall
survive the termination of the Agreement.
•
•
•
Section I.11. Reports of Privacy Breach.
WageWorks hereby agrees that it shall provide the following notices of any incident that,in WageWorks'
reasonable determination,constitutes a Privacy Breach directly caused by WageWorks and directly related
to the services WageWorks provides to Client under the Services Agreement:(i)notice to affected
individuals,including any substitute notice as necessary(in accordance with 45 CFR 164.404)and(ii)if,
required,immediate notice to the Secretary of the Department of Health and Human Services("HHS"),
including maintaining a log or other documentation of Privacy Breaches to be provided to the Secretary on
• an annual basis(in accordance with 45 CFR 164.408).WageWorks shall also inform the Client if notice to
a media outlet is necessary(45 CFR 164.406),and shall assist Client in those notification efforts.
Notwithstanding the foregoing,WageWorks shall not be responsible for providing or assisting with any
notice to individuals,HHS,or a media outlet for Privacy Breaches caused by any person or entity other
than WageWorks. For Privacy Breaches(as reasonably determined by WageWorks)discovered by
WageWorks and caused by any person or entity other than WageWorks,WageWorks shall report to Client
without unreasonable delay its discovery of any such Privacy Breach.WageWorks shall provide such
notice to Client in accordance with 45 CFR 164.410 of the Breach Notification Rules,subject to the law
enforcement delay provided in 45 CFR 164.412. A Privacy Breach shall have the same meaning as the
term"breach"as def ned in 45 CFR 164.402.
Section I.12. Client's Responsibilities.
Client,on behalf of the Covered Entity(s), •
1) agrees that WageWorks may use Protected Health Information for the administration of
benefits in accordance with the Agreement and its internal management,to the extent
allowed by HIPAA,
•
• 2) shall notify WageWorks of any limitation(s)in its notice of privacy practices of Covered
Entity in accordance with 45 CFR§ 164.520,to the extent that such limitation may affect
WageWorks'use or disclosure of Protected Health Information,
3) shall notify WageWorks'of any changes in;or revocation of,permission by an Individual
to use or disclose Protected Health Information,to the extent that such changes may affect
WageWorks'use or disclosure of Protected Health Information,
4) shall notify WageWorks of any restriction on the use or disclosure of Protected Health
Information that Client has agreed to in accordance with 45 CFR§ 164.522,to the extent
that such restriction may affect WageWorks'use•or disclosure of Protected Health••
Information;and
•
5) shall establish and administer policies and procedures to ensure that accessing
WageWorks'website that contains enrolled Employee PHI are restricted to authorized
Client's personnel.
• Section I.13.No Third Party Beneficiaries.
No part of this BAA is intended to create any third party beneficiary rights.
Section I.14. Termination for breach.
a. If one party breaches its duties under this BAA,and such breach is not curable in a reasonable
time,then the non-breaching party may terminate the Agreement. Nothing in this Section shall
limit the non-breaching party's rights or remedies under the Agreement.
b. Notwithstanding the foregoing,if a party(the"Knowledge Party")knows or becomes aware of a
pattern or practice of the other party that constitutes a material breach or violation of such party's
. . ..... ... .. ..... . . . ... . .
4110
obligation under this Agreement(the"Breaching Party"),the Knowledge Party shall take
reasonable steps to cure the breach or end the violation,as applicable. If such steps are
unsuccessful,the Knowledge Party shall terminate this Agreement,if feasible. If it is not feasible
to terminate this Agreement,the Knowledge Party shall report the Breaching Party to the
Secretary of the Department of Health and Human Services.
Section I.15. HITECH Act Compliance.
The parties acknowledge that the Health Information Technology for Economic and Clinical Health Act of
2009("HITECH Act")includes several provisions impacting the health care industry,including significant
changes to HIPAA.The Privacy Subtitle of the HITECH Act sets forth provisions that significantly change
the requirements for business associates and the agreements between business associates and covered
entities under HIPAA and many of these changes will be clarified in forthcoming regulations and guidance.
Each party agrees to comply with the applicable provisions of the HITECH Act and any implementing
regulations and guidance issued thereunder;provided,however,that WageWorks shall have the right,upon
the issuance of any such implementing regulations or guidance,to terminate the Agreement and the Service
Agreement upon thirty(30)days prior written notice to the Client. Also,the parties agree to negotiate a
modification of this Agreement as reasonably necessary to comply with the HITECH Act and its
implementing regulations,guidance,and interpretations as they become effective;provided,however;that
notwithstanding any other provision of this Section 1.15,any prior business associate agreement or the
Service Agreement,in the event they are not able to agree upon such a modification,either party shall have
the right to terminate this Agreement and/or the Service Agreement upon thirty(30)days prior written
notice to the other party.
wageworks /Radii /02 oi
AMENDMENT TO THE AGREEMENT TO PROVIDE ADMINISTRATIVE SERVICES
The following hereby amends the Agreement to Provide Administrative Services currently in effect
between WageWorks, Inc. (formerly Creative Benefits) and City of Rancho Palos Verdes (Client), to
update for the official name change to WageWorks, Inc. and to change the rate guarantee with respect
to Monthly Administrative Service Fees.
a) Effective January 1, 2010, the Agreement to Provide Administrative Services is now in
effect between WageWorks, Inc. and City of Rancho Palos Verdes and supercedes any
and all Service agreements between WageWorks, Inc. (formerly Creative Benefits) and the
• Client.
b) 7.1 Term: This Agreement shall be effective on the later of the start date and the date the
agreement is signed by both the Client and WageWorks, Inc. and will continue through
December 31, 2010. It will renew for successive periods of twelve months automatically.
WageWorks, Inc. reserves the right to present adjusted service fees to be effective at the
renewal date at any point until 60 days prior to renewal of agreement. Notwithstanding any
other agreement between the parties, WageWorks, Inc. may revise the service fee at any
time if deemed necessary by WageWorks, Inc. by reason of modification or amendment of
the Plan or by the Client's request for WageWorks, Inc. performance of additional services.
Kim Jackson
SVP, Legal Counsel
WageWorks, Inc.
October 16, 2009
1� L
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Authorized Representative Please Print) City of Rancho Palos Verdes
Signatur- : d Representative
/6/3 ejaz
Date
Office—956 Vale Terrace Dr.,Vista,CA 92084 Mail—P.O.Box 1928,Vista,CA 92085-1928 p(760)758-4600 f(760)758-4610
WageWorks
. .!„
formerly Creative Benefits
October 16, 2009
(\1:61 OCT 1 92009
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Chris rummet
City Rancho Palos Verdes - #3468
30940 Hawthorne Blvd
Rancho Palos Verdes,CA 90275
Re: Amendment to the Administrative Agreement with WageWorks, Inc.
Dear Christy:
Our records indicate that you are approaching a renewal date of 1/1/2010 to provide Administrative
Services with WageWorks, Inc. We would like to thank you for your business over the past year.
Enclosed is an amendment to your current agreement with WageWorks, Inc. This amendment changes
your current agreement with our name WageWorks, Inc. and extends the rate guarantee to a one-year
period. There will be no changes to our existing relationships, pricing structures, service locations or
contacts. With that, we are not making any changes to our rate structure for the 2010 Plan Year. Please
have signed and dated by an officer of the company, return a signed copy of the amendment and retain
a copy for your records to the following address:
Miranda Tobar
WageWorks, Inc
PO Box 1928
Vista, CA 92085-1928
Thanks again for your business. Please don't hesitate to contact our client services center or either of
the following contacts if there's anything we can do to enhance the service we provide to you or any
questions you may have about the WageWorks, Inc. acquisition of formerly Creative Benefits.
Linda Campbell Georgia Peterman
Director of Client Services Manager, Client Services
760.509.0132 760.509.0128
linda.campbell@wageworks.com georgia.peterman@wageworks.com
Sincerely,
Kim Jackson
SVP, Gen Counsel
WageWorks, Inc.
Office—956 Vale Terrace Dr.,Vista,CA 92084 Mail—P.O.Box 1928,Vista,CA 92085-1928 p(760)758-4600 f(760)758-4610