HomeMy WebLinkAbout4.C.1. Administrative Services Agreement with Alliance Benefit Group H. •
CITY OF SHAKOPEE cl 7. '
Memorandum
TO: Mayor and City Council
Mark McNeill, City Administrator
FROM: Kris Wilson, Assistant City Administrator
SUBJECT: Administrative Services Agreement with Alliance Benefit Group
DATE: November 15, 2012
Action Sought
The City Council is asked to authorize the appropriate officials to enter into an Administrative
Services Agreement with Alliance Benefit Group (ABG).
Background
Since 2007, the City has contracted with Alliance Benefit Group (ABG) out of Albert Lea,
Minnesota for administrative services related to employee Flexible Spending Accounts (FSAs)
and Health Savings Accounts (HSAs). AGB is updating its written agreements with existing
clients and has provided the City with a new Administrative Services Agreement to sign. The
agreement reflects no changes to our existing services or the roles and responsibilities of the City
or ABG, but simply organizes all of the information in written form.
The agreement is for a two -year period, with automatic renewal unless notice of termination is
given 30 -days in advance. The City can also terminate the agreement at any time with 90 -days
notice. The entire agreement is quite lengthy, with multiple exhibits, therefore I have attached
only the main agreement and Exhibit B, which outlines the fees charged. Copies of the entire
document can be provided to anyone interested upon request.
Budget Impact
Funding to pay the fees associated with this agreement is provided within the Human Resources
Division's adopted budget for professional services.
Relationship to Vision
This is a housekeeping item. (F)
Requested Action
The Council is asked to authorize the appropriate City officials to enter into the proposed
Administrative Services Agreement with Alliance Benefit Group, for services related to
employee Flexible Spending Accounts and Health Savings Accounts.
ALLIANCE BENEFIT GROUP
MASTER ADMINISTRATIVE SERVICES AGREEMENT
THIS AGREEMENT, made on this 1st day of May, 2012, by and between Alliance Benefit Group
North Central States, a Minnesota corporation, and Alliance Benefits Group Services, Inc., a Minnesota
Corporation (collectively referred to as "ABG'), and Qty of Shakopee, ( "Employer" and "Ran
Administrator ").
WHEREAS, Employer has established and maintains certain benefit plans (the "Plans ") some or all
of which are "welfare benefit plans" within the meaning of Section 3(1) of the Employee Retirement
Income Security Act of 1974 ("ERISA ") and some or all of which must comply with the Internal Revenue
Code of 1986 (the "Code "); and
WHEREAS, Employer and Ran Administrator desire that ABG furnish certain services described in
this Master Administrative Services Agreement (the "Agreement ") and its Addenda in the operation and
administration of the Plans;
NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, and
within the Exhibits and Addenda, if any, attached hereto, Employer, Plan Administrator, and ABG hereby
agree as follows:
1_ Definitions
The following definitions shall apply to this Agreement and its Addenda, unless a term is defined
differently in an Addendum:
A. ABG — means Alliance Benefit Group North Central States and Alliance Benefit Group
Services, Inc., an independent contractor designated to perform certain Administrative
Services pursuant to this Agreement with respect to the Plans.
B. Addenda or Addendum — means the addenda or an addendum to this Agreement, as
may be amended from time to time in accordance with Section VII I.A, entered into by
Employer, Ran Administrator, and ABG related to the particular Administrative Services
to be provided by ABG in addition to the Administrative Services required hereunder.
This Agreement includes the following Addenda:
Cafeteria Plan Services Addendum
C. Administrative Services - means those services relating to the establishment,
maintenance, and administration of the Plans to be performed by ABG as set forth in this
Agreement and the exhibits and Addenda hereto.
D. Agent or Broker of Record or Consultant — means an individual or organization
named by the Employer as its authorized representative in discussing insurance policy
and coverage matters with ABG and identified in Exhibit A
E. Agreement - means this Master Administrative Services Agreement and any Exhibits
and Addenda attached hereto and any outside agreements specifically incorporated by
reference.
F. Code - means the Internal Revenue Code of 1986 and regulations thereunder, as
amended from time to time.
G. COBRA - means the Consolidated Omnibus Budget Reconciliation Act of 1985 (as it
appears in the Code and ERISA) and regulations thereunder, as amended from time to
time.
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ERISA Master Administrative Services Agreement
H. Continuation Coverage — means the continuation coverage required under COBRA and
applicable state laws.
Covered Individual — means a person properly covered under the Plan to which ABG is
providing services, including a Participant and the spouse and dependents of the
Participant covered pursuant to the terms of the Plans.
J. Effective Date - means the date upon which this Agreement, once fully executed by all
parties, is first effective May 1, 2012.
K. Employer — means City of Shakopee.
L. ERISA - means the Employee Retirement Income Security Act of 1974 and regulations
thereunder, as amended from time to time.
M. Exhibit — means the exhibit attached to and incorporated into this Agreement as may be
amended from time to time in accordance with Section VIII.A.
N. Fiduciary — means Flan Administrator, Employer (as the Named Fiduciary in the Plans),
and any other person who satisfies the definition of "fiduciary" under ERISA.
O. HIPAA - means the Health Insurance Portability and Accountability Act of 1996 and
regulations thereunder, as amended from time to time.
P. Named Fiduciary — is a term described in Section 402(a)(1) of ERISAthat is applicable
to the Plans subject to ERISA and means Employer.
Q. Participant — means an eligible employee or former employee of Employer participating
in the Plan to which ABG is providing services in accordance with the terms hereof and
an employee or former employee of Employer participating in such Flan pursuant to
Continuation Coverage.
R. Plan or Plans - means the programs or arrangements of benefits established and
maintained by Employer with respect to which ABG provides services under the Addenda
to this Agreement.
S. Plan Administrator — means Employer.
T. Summary Plan Description ( "SPD ") - means the written document intended to
satisfy Section 104(b)(1) of ERISA.
11. Plan Establishment & Maintenance
A. Generally. Employer shall establish the Flans. Flan Administrator shall be responsible
for the operation and administration of Flans. In accordance with this Agreement, ABG
shall provide Administrative Services to Employer and Ran Administrator in connection
with the establishment, operation, and administration of the Hans.
B. Plan Documentation. Employer and Ran Administrator shall have ultimate
responsibility for all aspects of the Flan documentation, including, but not limited to,
written plan documents, SPDs, and amendments thereto. Upon request, ABG may
provide Employer and Ran Administrator with services related to the initial preparation,
periodic revision, and printing of the Plan documentation. The fee for such services (if
any) is identified in Exhibit B. Employer and Ran Administrator shall approve all such
materials within thirty (30) days following delivery by ABG, unless such deadline is
extended by mutual agreement of all parties. Employer's and Flan Administrator's failure
to object within such time period (including any agreed upon extension period) shall
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ERISA Master Administrative Services Agreement
constitute approval. Unless Employer, Flan Administrator and ABG mutually agree
otherwise, Plan Administrator shall deliver to all Covered Individuals all appropriate and
necessary documents and materials, including, but not limited to, the Plan documents,
Plan amendments, SPDs, enrollment forms, application forms, and notices, as may be
necessary for the operation of the Flans or to satisfy the requirements of state or federal
laws and regulations.
C. Plan Amendment & Termination. The Flans may be amended or terminated in
accordance with the Plan provisions. If Employer amends a Flan, Employer agrees to
notify ABG (1) before the later of the effective date of the amendment or the date of
adoption of the amendment, or (2) as soon as administratively feasible. ABG is
responsible for providing services related to the amendment only upon its consent.
Amended services shall be provided by ABG from the date of consent forward. Such
consent shall not be unreasonably withheld, but may be conditioned upon Employer's
agreement to pay increased administrative fees. The specifics of any increased
administrative fees shall be reflected in an Agreement amendment described in Section
VI I I.A. Upon request of Employer, ABG may provide Employer with services related to
preparation of Plan amendments and summaries of material modification. The fee for
such services (if any) is identified in Exhibit B.
111_ ABG Responsibilities
A. Capacity of ABG. In fulfilling its duties and obligations under this Agreement, ABG shall
act as the administrative agent of the Flans. ABG does not intend to be a "named
fiduciary," "plan sponsor," or "plan Administrator" (as such terms are defined under
ERI SA, other applicable law, or the Plans) of the Flans or to assume any of the
administrative duties or responsibilities commensurate with such designations. Employer
shall not hold out ABG to third parties (including Covered Individuals) that ABG serves in
any of the foregoing capacities. In addition, ABG shall not be required to participate in or
act in a manner that aids or assists a breach of a Fiduciary's duty (as defined under
ERISA).
B. Limited Responsibilities. ABG agrees to provide only the Administrative Services
specifically described in this Agreement. Any responsibility with respect to establishment,
maintenance, and administration of any welfare benefit plan sponsored by the Employer
not specifically delegated to ABG herein shall remain the responsibility of Employer
and /or Plan Administrator.
C. Access to Programs. ABG agrees to provide Employer access to ABG electronic
program(s), if any, as described in this Agreement.
D. Account Servicing and Employee Communication. ABG shall provide account
management services as described in the particular Addendum or Addenda. ABG shall
provide general administrative services to assist Covered Individuals with general
information about the Plans and answer routine questions from persons concerning
coverage status, claims status, complaint administration, and other inquiries related to
the Plans. ABG shall provide each Participant with appropriate forms and instructions
related to ABGs services hereunder, including on -line reimbursement claim forms,
applicable worksheets, and instructions for filing claims and accessing accounts
electronically. ABG shall provide a toll -free number for ongoing employee education,
questions and /or administrative functions to be handled by a U.S. based, trained, and
dedicated customer service staff member at 877 - 661 -4727. ABG shall provide twenty -
four (24) hour online access to certain employee account information.
E. Employee Meetings. Upon request, ABG will conduct employee meetings with respect
to the Administrative Services. The fee for such services (if any) is identified in Exhibit B.
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ERISA Master Administrative Services Agreement
F. Assistance in Reporting and Compliance. As described in the particular Addendum
or Addenda, ABG shall, based on information it may possess or is provided by Employer,
use its best efforts to assist Employer or Flan Administrator in the preparation of any tax
return, report or other document required by any local, state or federal government or
agency thereof with respect to the Flan, including, but not limited to, a Form 5500.
However, the ultimate responsibility for the preparation and filing of any such return or
report shall be that of Employer or Flan Administrator. The fee identified in Exhibit B for
Form 5500 preparation does not include the cost of obtaining an accountant's opinion,
should one be required. Flan Administrator shall be solely responsible for hiring and
paying an accountant to provide the accountant's opinion required to be filed with the
Form 5500 (if any).
G. Assistance with Regulatory Proceedings. With respect to an Addendum entered
between the parties, ABG shall assist Employer and Ran Administrator in any regulatory
proceeding or investigation initiated by the IRS or U.S. Department of Labor with respect
to the Plan.
H. Compliance with Applicable Law. ABG shall comply with applicable federal and state
laws and regulations applicable to ABG's responsibilities under this Agreement.
Additional Duties. ABG shall perform all additional duties as required by and specified
in the Addenda and /or Exhibits.
J. No Legal or Accounting Services. ABG, in performing services under the Agreement,
is not engaged by Employer or Flan Administrator to render legal or accounting services
or advice. Employer and Plan Administrator agree that no opinion of any kind, expressed
or implied, is rendered by ABG as to the legal sufficiency or tax qualification of the Plan
or any Flan documentation. Employer and Plan Administrator shall be responsible for
obtaining legal and accounting advice with respect to the Flan from their own legal or
accounting counsel.
K. Fidelity Bond. ABG shall maintain a fidelity bond meeting the minimum requirements
of ERISA and other applicable law covering any of its agents or representatives, including
its employees, handling funds or other property of the Flans within the meaning of
Section 412 of ERISA.
L. Prior Administration. If a Plan existed prior to the Effective Date, ABG shall have no
responsibility to audit or review the prior administration for compliance with the Flan and
applicable law. If, in the course of providing Administrative Services to the Plan, ABG
discovers an error that occurred prior to the Effective Date, ABG will promptly notify
Employer and Plan Administrator of such error. Employer and Plan Administrator shall be
solely responsible for determining whether, and in what manner, such error shall be
addressed. Upon request, ABG may assist Employer and Plan Administrator with
correcting such error, provided that Employer and Flan Administrator agree to pay any
additional fees charged by ABG pursuant to Section IV.E.6. Notwithstanding anything
herein to the contrary, ABG shall have no liability for the failure to discover errors in
administration of the Plan occurring prior to the Effective Date.
IV. Duties of Employer and Plan Administrator
A. Eligibility Determination & I nformation. Unless specifically provided in an
Addendum otherwise, Employer shall make determinations regarding an employee's
eligibility to participate in the Plans (including the eligibility of any owners of Employer),
provide eligible employees with necessary enrollment materials and information
regarding the Plans, enroll eligible employees into the Plans, and respond to all inquiries
from employees regarding eligibility for, enrollment in, and the terms and conditions of
the Plans.
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ERISA Master Administrative Services Agreement
B. FMLA Determinations. Employer shall make determinations regarding FMLA including,
but not limited to, whether FMLA and /or similar state laws apply. ABG shall not make
determinations regarding FMLA, or comparable state laws, but upon request by Employer
shall provide assistance in determining the application of FMLA as it relates to services
provided under this Agreement. Furthermore, ABG shall be entitled to rely upon the
information provided by Employer and is under no obligation to independently verify such
information.
C. Continuation Law Compliance. Unless Employer, Ran Administrator, and ABG have
entered a Continuation Coverage Services Addendum, Employer and Flan Administrator
shall be solely responsible for compliance with the applicable provisions of COBRA and
state continuation laws, including, but not limited to, providing (1) Covered Individuals of
a Plan with initial COBRA notices, and (2) qualified beneficiaries with notices upon a
qualifying event, notices of unavailability, termination notices, and other information
concerning continuation coverage elections.
D. QMCSO Compliance. Flan Administrator shall be responsible for all aspects of
compliance with Section 609(a) of ERISA regarding qualified medical child support orders
( "QMCSO "), including, but not limited to, establishing QMCSO procedures and
determining whether a medical child support order is "qualified." Plan Administrator shall
provide notice to ABG of any Covered Individuals covered under the Plan by virtue of a
QMCSO and of any Covered Individuals who cease to be covered under the Ran by
virtue of the expiration of a QMCSO. ABG shall be entitled to rely upon the information
provided by Plan Administrator pertaining to QMCSOs.
E. Calculation & Payment of Administrative Services Fees. In consideration of ABG's
performance of the services described in this Agreement, Employer and /or Ran
Administrator shall pay ABG the applicable administrative fees as described in Exhibit B.
1. Minimum Fees. The minimum monthly fee (if any) described in Exhibit B shall
apply if the sum of all monthly administrative fees does not exceed such
minimum fee.
2. Fee I ncreases. Unless specifically provided in Exhibit B otherwise, all fees will
be fixed for a period of one (1) year. ABG may increase the fees upon the
anniversary of this Agreement, limited to an increase increment of ten percent
(10 %) unless ABG provides Employer at least sixty (60) days prior written notice
an increase in excess of ten percent (10 %).
3. Change in Population. If the number of Covered Individuals during the term
of this Agreement changes significantly (increases or decreases) ABG reserves
the right to re- calculate the fees for providing services under the Agreement.
Any change in such fees shall be reflected in an Agreement amendment in
accordance with Section VIII.A.
4. Payment of Administrative Service Fees. Unless specifically agreed to
otherwise and reflected in Exhibit B, in consideration of ABG's performance of the
services described in this Agreement, the Employer shall pay ABGs
administrative fees as described in Exhibit B. All such fees are due and payable
immediately following receipt of invoice. Any failure to remit any such fees within
thirty (30) days may, at ABGs option, result in the imposition of interest charges
on the fees due and owing, calculated on a daily basis at a rate equal to .8% per
month (10% per annum), or result in ABGs suspension of performance of its
services under this Agreement until such time as such fees are paid, or ABG's
termination of this Agreement.
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ERISA Master Administrative Services Agreement
5. Fees for Additional Services. In the event services that are not part of the
normal services contemplated by this Agreement are required (e.g., changes in
applicable law requiring distribution of additional notices), ABG may charge an
additional fee commensurate with the additional services provided. ABG will
inform Employer of the amount of the additional fee in advance of conducting
the additional administrative services. ABG also reserves the right to charge
additional fees for repeating, or expanding the scope of, its services due to
inaccurate, incomplete, or unusable data supplied by Employer. Any such
changes or additions in services under this Agreement including, but not limited
to, any changes in fees attributable to such changes or additions in services,
shall be reflected in an Agreement amendment in accordance with Section
VIII.A.
6. Charges by Third Parties. Unless specifically provided in Exhibit B otherwise,
Employer shall be responsible for any fees due and payable to service providers
other than ABG.
F. Employee Meetings. Employer shall establish meeting times conducive to the mutual
scheduling needs of Employer, its employees, and representatives of ABG if ABG
representatives are expected to attend or otherwise be available for such meetings.
Employer shall arrange and provide appropriate and accessible meeting places for all
group meetings. Employer shall encourage the participation of all Employer's employees
to attend group meetings to include announcement/communication of meeting times and
places in accordance with workforce needs.
G. HI PAA Portability. Unless specifically provided in an Addendum otherwise, ABG shall
not provide any services related to HI PAA portability compliance including, but not
limited to, providing certificates of creditable coverage to Covered Individuals.
H. Regulatory Compliance. Employer and Ran Administrator shall be responsible for
compliance with applicable laws and regulations pertaining to the Flans. Employer and
Flan Administrator shall be responsible for any and all governmental or regulatory
charges and taxes resulting from Employer's establishment and operation of the Plans.
Employer and Ran Administrator shall be responsible for determining the tax
consequences of a Covered Individual's participation in the Flans, if any, and for any tax
withholding or reporting related to such participation (e.g., the tax consequences of the
participation of individuals deemed to be self - employed under the Code). This provision
does not relieve ABG from any statutory or agency requirements placed directly on it as a
result of performing services under this Agreement.
Plan Design. Employer possesses and exercises ultimate authority and responsibility
for the design of the Plan.
J. Plan I nterpretation. Ran Administrator possesses and exercises ultimate authority
and responsibility for determining benefits under the Ran and making decisions
regarding eligibility for participation, termination of participation, and payment of
benefits. This authority and responsibility includes, but is not limited to, final review of
claim denials.
K. Information. Employer and Plan Administrator (including a designee) shall comply with
all requests for information made by ABG reasonably necessary for ABG to fulfill its duties
under this Agreement. ABG has no responsibility to verify the accuracy or completeness
of such information. Any documentation received by Employer or Ran Administrator
(including a designee) that should have been provided to ABG shall be promptly
forwarded to ABG.
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ERISA Master Administrative Services Agreement
L. Legal Obligations. Employer or Flan Administrator shall possess ultimate responsibility
and authority for the operation of the Plans and for their compliance with all applicable
laws and regulations pursuant to the provisions of the Plans.
V. Records & Information
A. Maintenance and Access. ABG and Flan Administrator shall maintain adequate
records relating to the terms and operation of the Plans for at least the Ran year to
which the records relate and for an eight (8) year period thereafter. Each party shall
have access to the records relating to the Rans maintained by the other party during
normal business hours and upon reasonable notice and request and subject to applicable
laws and regulations. At the conclusion of the period for which records are required to be
kept under this provision and prior to any modification, destruction or disposal of any
records, ABG shall provide Ran Administrator an opportunity to review the records and
obtain copies of any such records. All costs associated with such inspection and copying
of records shall be paid by Plan Administrator.
B. Record Use. ABG, Employer, and Ran Administrator agree that the medical records,
names, addresses, telephone numbers, Social Security numbers and other personal
information relating to Covered Individuals, which ABG may obtain as a result of
performing administrative services may be collected, maintained and used by ABG and
Plan Administrator as necessary to administer the Plans. ABG and Plan Administrator may
use participant specific and individually identifiable information, as necessary to properly
administer the Flans, to defend any claim related to the Plans or to the provision of
services under this Agreement, or as otherwise may be permitted by state or federal law.
Al parties agree that such information shall be considered confidential and protected as
required under applicable law.
C. Confidential Business I nformation. The parties have entered into a Mutual
Confidentiality Agreement attached hereto as Exhibit C and incorporated by this
reference as if set out fully herein. ABG will from time to time use statistical information
for reporting and industry study purposes occasionally naming Employer specifically. The
parties agree this use of information will not violate the terms of such Mutual
Confidentiality Agreement.
D. Use of ABG's Confidential and Proprietary I nformation. The parties agree that
ABGs "service package" is proprietary, induding, without limitation, the methodologies,
procedures and /or documentation involved in the optimization of employee benefit
programs and in achieving of enhanced participation and results. Employer and Ran
Administrator agree not to use this information other than for the specific purposes of
carrying out the terms of this Agreement, and shall disclose it only to its officers,
directors, employees or contractors with a specific need to know.
E. Transfer of Records. When this Agreement ends, ABG may transfer to Employer, Ran
Administrator, and /or any successor administrator those records ABG determines are
reasonably necessary to effectuate a smooth transition of administration of the Plans and
any other records ABG possesses that relate to the Flans. ABG intends that this transfer
of records will satisfy its obligation to maintain such records as described above. ABG
shall provide Flan Administrator an opportunity to review the records and obtain copies
of any such records in addition to the records ABG has identified as necessary for a
smooth transition or otherwise transferred. The details of such transfer including, but not
limited to, the means, method and timing, shall be agreed to by the parties. All costs
associated with such a record review and transfer shall be paid by Employer and /or Ran
Administrator.
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F. HI PAA Business Associate. ABG acknowledges its role as a business associate of
certain Flans for purposes of the privacy and security standards under HI PM. Exhibit D
reflects the business associate contractual requirements.
VI. Indemnification and Limitation of Liability
A. Claim Processing Errors. ABG shall be liable for the recovery of claim processing
errors arising from ABG's performance pursuant to the terms of this Agreement. ABG
shall use diligent efforts toward the recovery of such losses. ABGs liability, if any, shall
be limited to the amount in excess of the claim amount(s) payable under the terms of
the Flan. Notwithstanding the preceding, however, ABG shall not be liable for any such
error that is reasonable, made in good faith, and within acceptable industry standards.
B. I ndemnification by Plan Administrator for Claims Decisions. If Ran
Administrator reverses a daim payment decision made by ABG, Ran Administrator shall
notify ABG in writing of such decision and shall indemnify, hold harmless, and defend
ABG from and against any and all liabilities, losses, damages, claims, lawsuits, causes of
action, costs, and expenses ABG may incur because of any such reversal.
C. No Guarantee of Benefits. ABG does not assume any responsibility, risk, liability or
obligation for the general policy direction of the Plan, the adequacy of funding thereof, or
any act or omission or breach of duty by parties other than ABG. ABG is not and shall
not be deemed a guarantor with respect to any benefits payable under the Plan.
D. Indemnification for Design/ I nterpretation. ABG is not engaged in the practice of
law. The resolution of any legal issues concerning the Flan is the responsibility of Ran
Administrator and /or Employer and their legal counsel. Flan Administrator and Employer
shall indemnify, hold harmless, and defend ABG from and against any and all liabilities,
losses, damages, claims, lawsuits, or causes of action, and any costs and expenses
associated therewith (including any attorneys' fees ABG may incur or be asked to pay),
arising, directly or indirectly, out of the design and /or interpretation of the Flan,
including, but not limited to, any liability, losses, damages, claims, lawsuits, or causes of
action and any costs and expenses associated therewith (including any attorneys' fees
ABG may incur or be asked to pay) arising under any state, federal or local law or
regulation.
E. General Indemnification by Plan Administrator and Employer. Ran
Administrator and Employer shall indemnify, hold harmless, and defend ABG and its
directors, trustees, officers, employees, and agents from and against any and all
liabilities, losses or damages arising out of any claims, lawsuits, or causes of action, and
any costs and expenses associated therewith (induding any attorneys' fees ABG may
incur or be asked to pay), which arise, directly or indirectly, from Flan Administrator's or
Employer's act or omission to act in its administration of the Flan, including, but not
limited to, any liability, losses, damages, claims, lawsuits, or causes of action and any
costs and expenses associated therewith (including any attorneys' fees ABG may incur or
be asked to pay) arising under any law.
F. 1 ndemnification for Prior Administration. If a party other than ABG previously
provided administration or recordkeeping services to the Ran, Flan Administrator and
Employer shall indemnify, hold harmless, and defend ABG and its directors, trustees,
officers, employees, and agents from and against any and all liabilities, losses or
damages arising out of any daims, lawsuits, or causes of action, and any costs and
expenses associated therewith (including any attorneys' fees ABG may incur or be asked
to pay), which arise, directly or indirectly, from such prior administration or
recordkeeping, including, but not limited to, any liability, losses, damages, claims,
lawsuits, or causes of action and any costs and expenses associated therewith (including
any attorneys' fees ABG may incur or be asked to pay) arising under any law.
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ERISA Master Administrative Services Agreement
G. ABG's Duty to I ndemnify. ABG shall indemnify, hold harmless, and defend Flan
Administrator and Employer and their directors, trustees, officers, employees, and agents
from and against any and all liabilities, losses or damages arising out of any claims,
lawsuits, or causes of action, and any costs and expenses associated therewith (including
any attorneys' fees Ran Administrator and Employer may incur or be asked to pay),
which arise, directly or indirectly, from ABG's act or omission to act in its administration
of the Ran, including, but not limited to, any liability, losses, damages, claims, lawsuits,
or causes of action and any costs and expenses associated therewith (including any
attorneys' fees Ran Administrator and Employer may incur or be asked to pay) arising
under any law.
H. Limitation of Liability. ABG shall exercise, in the performance of its duties, reasonable
care and shall be liable for loss only when caused by ABGs (or ABGs subcontractors')
negligence, gross negligence, fraud, willful misconduct, criminal conduct or a material
breach of this Agreement. ABG shall be responsible for direct damages caused by its
failure to satisfy its duties hereunder; provided, however, that ABG shall not be liable for
any incidental or consequential damages caused by its failure to satisfy its duties
hereunder. ABG shall not be liable for processing that is delayed due to circumstances
beyond its reasonable control, including, but not limited to, national, state, or city
disaster, acts of God, severe weather, or any other circumstances that would affect ABG
or its software or Internet systems.
Reliance on Data & Direction. Notwithstanding any provision of this Agreement to
the contrary, ABG is not responsible or liable for any acts or omissions made pursuant to
any direction, consent or other request reasonably believed by ABG to be genuine and
from an authorized representative of Employer and Plan Administrator. In matters related
to insurance policies, rates, and coverages under the Flans, the Agent or Broker of
Record or Consultant shall be deemed an authorized representative of Employer and Plan
Administrator unless Employer and Ran Administrator specifically inform ABG otherwise
in writing. ABG is not responsible or liable for acts or omissions made in reliance on
erroneous data provided by Employer or Ran Administrator to the extent ABGs acts or
omissions are attributable to the erroneous data, or for the failure of Employer or Flan
Administrator to perform their obligations under this Agreement.
VII. Term and Termination
A. Term. Unless specifically provided in Exhibit B otherwise, this Agreement is effective as
of the Effective Date and shall continue for an initial term of two (2) years, unless earlier
terminated pursuant to this Section VII of the Agreement. Upon expiration of the initial
term (and each succeeding term), the Agreement shall automatically renew for an
additional one (1) year term, unless earlier terminated pursuant to this Section VII of the
Agreement.
B. Termination. This Agreement and its Addenda may be terminated by either party at
the end of a term upon written notice of the intention to terminate given to the other
party at least thirty (30) days prior to the end of such term. I n addition, this Agreement
and its Addenda may be terminated by either party at any time upon ninety (90) days'
written notice of the intention to terminate given to the other party. Notwithstanding the
foregoing, in the event Employer or Ran Administrator terminates this Agreement
pursuant to this Section VII.B. during the initial term for reasons other than termination
for cause as described in Section VII.C. below, Employer and Plan Administrator shall pay
to ABG an early termination fee, if any, as described in Exhibit B as compensation to ABG
for the reasonable costs of set up. Such early termination fee shall be paid prior to the
transfer of records described in Section V.E. hereof.
C. Automatic Termination. The Agreement and its Addenda shall automatically
terminate upon:
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ERISA Master Administrative Services Agreement
1. The material breach of the terms of this Agreement or an Addendum by any party,
induding failure to provide adequate funds to the Claims Account or to remit service fees
due ABG, if such material breach is not corrected within ten (10) days of receipt of written
notice specifying the nature of the breach to the satisfaction of the non - breaching party,
provided that if the material breach relates only to an Addendum, at its election, the non -
breaching party may choose to terminate only the Addendum that has been breached;
2. The bankruptcy or insolvency of Employer, Plan Administrator, or ABG; or
3. The enactment of any law, promulgation of any regulation or action of any State or
Federal agency or authority which makes or declares illegal the continuance of this
Agreement or the performance of any of the services of ABG hereunder.
D. Post - Termination Obligations. Upon termination of this Agreement, ABG shall cease
to act on behalf of Employer and Plan Administrator. Except as specifically provided in
an Addendum otherwise, Employer and Flan Administrator shall be solely responsible for
the administration of the Plans after the effective date of the termination of the
Agreement. ABG reserves the right to notify Covered Individuals that ABG no longer acts
on behalf of Employer and Ran Administrator following termination of the Agreement.
Notwithstanding the foregoing, ABG may, as mutually agreed upon by Employer, Ran
Administrator, and ABG, provide certain administrative services following the termination
of this Agreement. Such services shall be provided pursuant to and solely in accordance
with an Agreement amendment described in Section VIII.A.
E. Survival. Any provisions of this Agreement that by their terms impose obligations and
responsibilities that extend beyond the term of this Agreement, induding, but not limited
to, Articles V, VI, and VII and Exhibits C and D, shall survive termination of this
Agreement.
VIII. Miscellaneous
A. Agreement Amendment. This Agreement may be amended only by mutual agreement
in writing executed by all parties, except that ABG may amend this Agreement to the
extent necessary to comply with applicable federal, state, or local laws or regulations,
provided such compliance does not result in additional or increased fees under this
Agreement.
B. Notices. All notices, requests, consents and other communications required or permitted
under this Agreement shall be in writing and delivered personally, delivered electronically
or sent by registered or certified mail or nationally recognized overnight carrier, postage
prepaid, or by facsimile transmission, to the contact information described in Exhibit A.
All such notices, requests, information or other communications shall be deemed to have
been given (i) when delivered if personally delivered, (ii) three business days after having
been placed in the mail, if delivered by registered or certified mail, (iii) the business day
after having been placed with a nationally recognized overnight carrier, if delivered by
nationally recognized overnight carrier, and (iv) the business day after transmittal by
facsimile if transmitted with electronic confirmation of receipt.
C. Severability. The provisions of this Agreement are severable. If any provision of this
Agreement is held invalid by a court of law or other tribunal, the invalidity of any
provision will not affect any other provision of this Agreement.
D. No Waiver of Rights. Nothing in this Agreement shall be deemed to limit or abrogate
any right or remedy available under law. The failure of any party to insist upon the strict
observation or performance of any provision of this Agreement or to exercise any right or
remedy shall not impair or waive any such right or remedy.
09072010 1 0 Alliance Benefit Group North Central States
ERISA Master Administrative Services Agreement
E. Non - Assumption of Liabilities. Unless specifically provided in this Agreement, the
parties do not assume the existing or future obligations, liabilities or debts of the other
party.
F. Entire Agreement. This Agreement shall supersede and replace any and all other
agreements between the parties relating to the same subject matter. This Agreement
contains the entire agreement and understanding of the parties relating to the subject
matter hereof, except as otherwise provided in this Agreement.
G. Governing Law. The Agreement shall be governed by and interpreted in accordance
with applicable federal law, including, but not limited to, ERISA. To the extent the federal
law does not govern, this Agreement shall be governed by the laws of the State of
Minnesota.
H. Dispute Resolution. If the parties to this Agreement cannot reach a decision
regarding any matter covered by this Agreement, they shall submit their dispute to
arbitration with an arbitrator appointed by the American Arbitration Association (the
"Association ") in accordance with the rules of the Association then in effect. The
arbitrator shall decide, resolve and determine the matters as to which the parties have
deadlocked, including but not limited to all collateral matters. The decision of such
arbitrator on all matters submitted to him /her hereunder shall be conclusive, binding
upon all interested parties and specifically enforceable in any court of competent
jurisdiction. The arbitrator shall conduct the arbitration proceedings in accordance with
the rules of the Association, as then in effect, insofar as such rules do not conflict with
this Agreement.
Remedies. The parties hereby dedare that they cannot measure in money the
damages that will accrue to a party hereto because of the other party's failure to perform
any obligations under this Agreement (other than the payment of money). Therefore, if
any party hereto shall institute any action or proceeding (including one for injunctive
relief) to enforce the provisions hereof, any party against whom such action or
proceeding is pending hereby waives the claim that the moving party has an adequate
remedy at law. The non - moving party shall not urge in any action or preceding the claim
or defense that such a remedy at law exists. The preceding provisions shall not limit or
otherwise predude any other remedy at law or in equity available to a non - defaulting
party.
J. I ndependent Contractors. ABG shall be construed to be acting as an independent
contractor and not as an employee of Employer or Flan Administrator. ABG, Employer
and Plan Administrator shall not have the power or authority to act for or on behalf of, or
to bind the other party, except as set forth in this Agreement.
K. Third Party Beneficiaries. The obligations of each party to this Agreement shall inure
solely to the benefit of the other party(ies). Except as expressly provided in this
Agreement, no person or entity is intended to be or shall be construed or deemed to be a
third party beneficiary of this Agreement.
L. Subcontractors. ABG may hire subcontractors to perform any of the services required
of it under this Agreement and to act as its designee for purposes of this Agreement.
M. Successors and Assigns. This Agreement shall be binding on any successors, assigns
and subcontractors of the parties authorized under this Agreement.
N. Audit Rights. The parties agree to cooperate in all reasonable audits. Audit fees shall
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.
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ERISA Master Administrative Services Agreement
O. Counterparts. This Agreement may be executed in two or more counterparts, each of
which shall be deemed an original, but all of which taken together shall constitute one
and the same instrument.
P. Construction. The parties represent and warrant that the terms and conditions of this
Agreement are the result of negotiations among them and that the construction of this
Agreement shall not favor or hurt any party by reason of the extent to which any party
or his legal counsel participated in the drafting of this Agreement.
Q. Material Change in Law. With the exception of changes described in Article VII.C.3.,
if substantial changes to laws and /or regulations materially affect the rights or
responsibilities of any party to this Agreement, the parties to this Agreement agree to
enter into negotiations to attempt to adequately respond to such changes. Any such
changes must be reflected in a written amendment to this Agreement. If the parties are
unable to agree upon an appropriate resolution, a party adversely affected by such
changes may terminate this Agreement under Article VII.B.
R. Force Majeure. Neither party shall be liable for any delay or failure to perform its
obligations under this Agreement arising out of a cause beyond its control or without its
fault or negligence. Such causes may include, but are not limited to, fires, floods, and
natural disasters.
IN WITNESS WHEREOF, the parties have executed this Agreement to be effective as of the
Effective Date.
EMPLOYER PLAN ADMINISTRATOR
Dated: Dated:
By: By:
Company Representative Authorized Representative
City of Shakopee City of Shakopee
Its:
ABG
Dated:
By:
Authorized Representative of
Alliance Benefit Group North Central States
and
Alliance Benefit Group Services, Inc.
09072010 1 2 Alliance Benefit Group North Central States
ERISA Master Administrative Services Agreement
EXHIBIT A
Contact Information
Employer and Plan Administrator:
City of Shakopee
129 South Holmes Street
Shakopee, Mn 55379
ABG:
Alliance Benefit Group North Central States
201 E Clark Street
Albert Lea, MN 56007
Phone: (800) 898-9344
Broker of Record:
Financial Concepts
9655 Schmidt Lake Road
Plymouth, MN 55442
Upon the occurrence of a change in any of the above address information, each party
shall notify the other party(ies) of such change within five (5) business days of the
effective date of the change.
09072010 14 Alliance Benefit Group North Central States
ERISA Master Administrative Services Agreement
EXHIBIT B
Administrative Fees & Custom Information
The initial term of the Agreement shall be twenty -four (24) months. Employer shall be responsible for
administrative service fees in accordance with the following schedule:
Flexible Spending Account Fees
Initial Setup Fee: $10 per participant, $500 maximum per plan year
Administration Fee: $5 per participant per month
($50.00 monthly minimum)
Annual Renewal Fee: $5 per participant - $100 minimum, $500 maximum
Preparation of Plan Document: $450 for new /restated plan document
Plan amendment: $120 /hour with a $90 minimum for future amendments
(including regulatory amendments)
Nondiscrimination testing: $150 per testing occurrence
(If applicable — optional service)
Debit Card Fees
Per Card: $1.00 (if applicable) per participant per month
(only applies to participants who elected the card)
Additional Replacement, $5.00 per card, electronically debited from Participants Plan
Lost/Stolen Cards: Account
09072010 15 Alliance Benefit Group North Central States
ERISA Master Administrative Services Agreement
CAFETERIA PLAN SERVICES ADDENDUM
to the
ALLIANCE BENEFIT GROUP
MASTER ADMINISTRATIVE SERVICES AGREEMENT
The purpose of this Addendum is to describe the services, in addition to those services described
in the Agreement (collectively referred to as "Administrative Services "), to be furnished by ABG to the
cafeteria plan (the "Ran ") (within the meaning of Section 125 of the Code) established and maintained
by Employer.
Definitions
I n addition to the definitions contained in the Agreement, which are hereby incorporated herein
to the extent not inconsistent herewith, the following definitions shall apply to this Addendum:
A. Addendum — means this Cafeteria Plan Services Addendum to the Agreement.
B. Claims Account — means the bank account established or designated by Employer as
the bank account from which all or a portion of the cost of benefits under the Plan(s)
shall be paid.
C. DCAP — means the dependent care flexible spending account under Section 129 of the
Code (if any) that is part of the Plan.
D. Effective Date - means the date upon which this Addendum, once fully executed by all
parties, is first effective May 1, 2012.
E. FSAs — means both the Health FSA (including limited scope) and DCAP.
F. Health FSA — means the health flexible spending account(s) under Section 105 and 106
of the Code that is part of the Plan. Health FSA is intended to include, but not be limited
to (1) Health FSAs that reimburse expenses such that the Health FSA constitutes
"permitted coverage" for purposes of determining eligibility for health savings account
contributions under Section 223 of the Code (referred to as "limited scope Health FSAs ",
and /or (2) Health FSAs that reimburse expenses only after satisfaction of an identified
high deductible health plan for purposes of maintaining eligibility for health savings
account contributions under Section 223 of the Code (referred to as "post deductible
Health FSAs ".
G. Plan - means Employer's cafeteria plan under Section 125 of the Code including, but not
limited to, the DCAP and Health FSA, if any.
11_ ABG Responsibilities
A. Annual Enrollment and Elections. ABG shall make available electronic Participant
enrollment forms, election forms to be used during the enrollment process. ABG shall
also make available electronic Participant change in election forms. ABG shall process
election forms and change in election forms as necessary to provide Administrative
Services under this Ran. Such forms can also be provided by ABG in a paper format
subject to an additional administrative fee to ABG as described in Exhibit B.
B. Processing of Claims. ABG shall process, adjust, and settle claims of Participants
received by ABG for benefits under the Ran in accordance with the terms and conditions
of the Ran. Where the terms and conditions of the Ran are not dear, ABG reserves the
right to request direction from Ran Administrator. Generally, unless paid through use of
a debit card or agreed to otherwise, ABG shall pay reimbursements via check or direct
09072010 30 Alliance Benefit Group North Central States
ERISA Master Administrative Services Agreement
deposit paid from the Claims Account in accordance with an agreed upon schedule but
not less than monthly.
C. Overpayments and Erroneous Payments. Other than overpayments or otherwise
erroneous benefit payments related to debit card usage, should ABG discover or have
brought to its attention an overpayment or otherwise erroneous benefit payment made
by it under this Ran in excess of $10.00, ABG shall make a diligent attempt to recover
such payment in accordance herewith. ABG will make three (3) written contacts with the
recipient of the payment. If the payment has not been recovered within a reasonable
time following the third contact, ABG will notify Flan Administrator. Flan Administrator
shall then decide whether and in what manner to further pursue repayment of the
payment. If Flan Administrator determines to take further action to pursue recovery of
the payment, Ran Administrator shall be responsible for all costs incurred in doing so.
After the three (3) contacts described herein, ABG shall take no further action to recover
the payment unless the parties agree, in writing, on the terms and conditions applicable
to such additional services by ABG. For overpayments or otherwise erroneous benefit
payments related to debit card usage ABG shall assist the Flan Administrator as
specifically described below as part of Debit Card Services.
D. Nondiscrimination Testing. If, and to the extent, specifically described in Schedule
II.D, ABG shall conduct the nondiscrimination test identified in Schedule II.D. based upon
information provided by the Employer to ABG. ABG is entitled to rely upon the
information provided by Employer and is under no obligation to independently verify such
information. ABG shall communicate the results of such tests, and recommendations for
correcting any failed test, to Employer in writing. Ran Administrator shall be responsible
for ensuring compliance with all applicable nondiscrimination requirements related to
such tests and any other test.
E. Participant Statements. On at least a quarterly basis, ABG shall make available to
each Participant participating in one or more FSAs, information regarding his or her
account balance(s) and claims paid.
F. Employer Reports. On at least a monthly basis, ABG shall make available to Employer
information regarding contributions and payments made during the reporting period.
Should Employer request ABG to provide such available information in a particular
format, ABG shall comply provided the parties mutually agree to the terms and
conditions including, but not limited to, any additional fee to ABG.
G. Debit Card Services. ABG shall provide the following services with respect to the use
of debit cards to obtain reimbursements under the FSAs:
1. Obtain all information necessary for issuance of debit cards to FSA participants.
ABG is entitled to rely upon the accuracy and completeness of all information
provided by Employer.
2. Through its subcontractor, identified in Schedule II.G.2., issue debit cards and
process debit card transactions.
3. Provide communications to Employer, Ran Administrator, and FSA Participants
regarding use of debit cards.
4. Provide required substantiation of daims reimbursed via use of the debit card,
either directly or through its subcontractor, in accordance with applicable IRS
rules.
5. Assist Ran Administrator with recouping improper debit card reimbursements to
the extent required by IRS rules. Notwithstanding the foregoing, it shall be Flan
09072010 31 Alliance Benefit Group North Central States
ERISA Master Administrative Services Agreement
Administrator's ultimate responsibility for recouping such reimbursements in
accordance with applicable IRS rules.
111_ Duties of Employer and Plan Administrator
A. Participant I nformation. Employer shall, in a mutually agreed format, provide ABG
with a listing of all persons participating in the Ran and their elections thereunder.
Employer shall also provide ABG with written notice at least monthly of any addition or
deletion of Participants and any change in Participant elections. ABG may rely on the
most current information in its possession regarding the participation and election of a
Participant in paying claims and providing other services under this Agreement, including
but not limited to, nondiscrimination testing.
B. Election Changes. Employer and /or Ran Administrator shall determine the
appropriateness of all requests by Participants to change their elections under the Flan.
Employer or Plan Administrator shall forward such determination to ABG electronically for
processing by ABG. Such information can be forwarded to ABG by other means subject
to any additional administrative fee to ABG. In all situations, ABG shall be entitled to rely
on the information provided by the Employer or Plan Administrator.
C. Claims Account. Unless specifically agreed to otherwise and reflected in Schedule
III.C., Employer shall establish a bank account from which all benefit payments under
the Flan are made. All funds provided for the purpose of paying benefits shall be made
available by Employer through such account. ABG shall be authorized to issue checks
and make ACH withdrawals from the account for the purpose of paying claims. Employer
shall make funds available through the account at a sufficient level to permit payment of
benefits due Participants. Employer acknowledges that ABG has no obligation to pay
claims for benefits under the Plan and ABG shall not make payments or advance its own
funds if there are not sufficient funds provided by Employer for such payment.
D. Nondiscrimination Testing. Except as specifically provided in Section II.D., Plan
Administrator shall be responsible for the nondiscrimination testing applicable to the Plan
under the Code and for ensuring the Plan's compliance with the Code's nondiscrimination
requirements.
E. Review of Reports. Employer or Ran Administrator shall review the monthly
information made available by ABG and reconcile such information with its payroll
records. Employer or Ran Administrator shall notify ABG of any discrepancy within ten
(10) business days of the information being made available by ABG.
IV. Term and Termination
A. Term. This Addendum is effective as of the Effective Date and shall continue in effect
for the term of the Agreement, unless earlier terminated pursuant to Section IV.B. of the
Addendum.
B. Termination. This Addendum shall terminate effective with the termination of the
Agreement. In addition, this Addendum may be terminated or shall terminate, without
the termination of the Agreement, as provided in Sections VII.B. and V11 .C. of the
Agreement.
C. Obligations Upon Termination. Employer and Flan Administrator shall be liable for
the processing and payment of all eligible benefit claims payable pursuant to the terms of
the Plan on or after the date on which this Addendum terminates. ABG may, as mutually
agreed upon by Employer, Ran Administrator and ABG, provide certain administrative
services following the termination of this Addendum. Such agreement shall be reflected
in a separate written agreement between the parties.
09072010 32 Alliance Benefit Group North Central States
ERISA Master Administrative Services Agreement
IN WITNESS WHEREOF, the parties have executed this Addendum to be effective as of the
Effective Date.
EMPLOYER PLAN ADMINISTRATOR
By: By:
Company Representative Authorized Representative
City of Shakopee City of Shakopee
Its:
ABG
By:
Authorized Representative of
Alliance Benefit Group North Central States
and
Alliance Benefit Group Services, Inc.
09072010 33 Alliance Benefit Group North Central States
ERISA Master Administrative Services Agreement