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HomeMy WebLinkAboutWageWorks, Inc - 030413k:; A�a a11510 REIMBURSEMENT SERVICES AGREEMENT Employer: County of Jefferson Federal ID: 91-6001322 Employer selects the following flex benefits checked below: Medical Care Expense Reimbursement (URM) [ ] Commuter Parking & Transit (CSA) ('Dependent Day Care (DDC) [ ] Health Savings Account (HSA) Employer elects FREE Flex Debit Card Services and agrees to the terms in Appendix E: VYes [] No Employer elects URM Grace Period services and agrees to the terms in Appendix F: VYes [ ] No J Employer elects DDC Grace Period services and agrees to the terms in Appendix F: [�Y' es [ J No Employer elects one Benefit Funding Method checked below and agrees to the respective terms in Appendix D: [ ] 1-Daily ACH Debit* [ ] 2-Daily Client Bank Settlement �3-Fast Forward *Daily ACH Debit funding is easiest to use for most employers Employer Bank Account Information Payments for FEES and BENEFIT FUNDS are pulled via WageWorks' initiated ACH debit, except for many Public Sector employers (some schools and governmental entities) where electronic access to an employer's bank account by an unrelated third party service provider for the collection of FEES and/or BENEFIT FUNDS is not permitted by law. Fee Payments Benefit Funding Payments Applies to processing service fees Same as Fee Payments Name of Bank Bank Routing Number (9 digits) Bank Account Number: Name of Employer's 1�1fz I l!t/IvS Bookkeeping/Finance contact ANA kff°x Email: Bookkeeping/Finance contact i-c"eeeje lei-wa,a Kist D X u e �M t Phone: Bookkeeping/Finance contact 392. q ZZ Employer is a Public Sector entity [ ] Check only if ACH debit to pull fees is [ ] Check only if ACH debit to pull benefit not permitted by law (and do not complete funds is not permitted by law (and do not above) complete above) ACKNOWLEDGEMENT. EXECUTION AND AGREEMENT By signing below, you acknowledge (i) that you have the authority to bind the Employer named above to all terms, conditions and obligations identified or set forth on the following pages in this Reimbursement Services Agreement and in Exhibit A (the "Agreement") as of February 1, 2013 ("Effective Date") for the Plan Year beginning February 1, 2013 ("Initial Plan Year"); and (ii) that you have read and understand the Agreement. Signing binds the Employer named above to all provisions of the Agreement. /�,� Employer: ��E,�SD�I r�fTl�L/t/Z�f WageWorks, Inc. By: Print Sign s Name: Title: Date: A4,v ,'S�r'-�o 0 — Miles S. Ross Senior Vice President New Client RSA Section II. Fundinq and Payment of Requests for the Plan Benefits A. Funding of Requests. Employer must choose and agree to one of the five funding methods described in the Funding Options Schedule (attached hereto as Appendix D), which shall be part of and incorporated into this Agreement. B. WageWorks, as agent for the Employer, shall provide those services described in Appendix A, B and C and in the Payment Card Services Appendix (attached hereto). Upon written request submitted to WageWorks, WageWorks may provide limited assistance with certain of the nondiscrimination tests. The terms and conditions (including applicable fees) under which such services are provided are set forth in Appendix B "Nondiscrimination Testing Services". In providing services, WageWorks shall assume that ERISA and COBRA apply to the Employer's Plan unless the Employer gives WageWorks written direction otherwise. C. WageWorks shall not be obligated or responsible for any duty with regard to the administration of the Plan (imposed by the Plan or otherwise) except as specifically provided above or in the attached appendices. Without limiting Employer's responsibilities described therein, it shall be the Employer's sole responsibility (as Plan Administrator) and duty to: ensure compliance with COBRA; perform required nondiscrimination testing; amend the Plan as necessary to ensure ongoing compliance with applicable law; file any required tax or governmental returns (including Form 5500 returns to meet ERISA requirements) relating to the Plan; determine if and when a valid election change has occurred; handle Participant claim appeals; allow WageWorks, by and through independent associates, a reasonable opportunity to discuss WageWorks, and DDC, URM and/or Commuter benefits; execute and retain required Plan and claims documentation; and take all other steps necessary to maintain and operate the Plan in compliance with applicable provisions of the Plan, ERISA, the Code and other applicable federal and state laws. D. In the event that WageWorks overpays any person entitled to benefits under the Plan or pays benefits to any person who is not entitled to them, WageWorks shall take all reasonable steps to recover the overpayment, except that WageWorks shall not be required to initiate court proceedings to recover an overpayment. WageWorks shall promptly notify the Employer if it is unsuccessful in recovering any overpayment. Additionally, any overpayment occurring as a result of an ineligible Card Transaction will be handled in accordance with the provisions set forth in the Card Services Appendix (attached hereto). E. WageWorks will optically scan and maintain electronic copies of all Plan reimbursement Requests and supporting documentation for a period of seven (7) years after the claim is processed. Copies of claim documents can be reproduced upon written request at WageWorks' currently prevailing rate. Any record attributable to Card Transactions will be made available by WageWorks only to the extent made available to WageWorks by any Card Processor or other Card service provider. Section Ill. Liability and Indemnity A. In performing its obligations under this Agreement, WageWorks neither assumes nor underwrites any liability of the Employer under the Plan, but with respect to the Employer, acts only as provider of those services specifically described in Section II.B. of this Agreement and with respect to Plan Participants, acts only as the agent of the Employer. The services to be performed by WageWorks shall be ministerial in nature and shall be performed within the framework of policies, interpretations, rules, practices, and procedures made or established by the Employer. WageWorks shall have no discretionary authority or discretionary control over any assets of the Employer, the Plan, or Plan Participants. B. WageWorks shall have no duty or obligation to defend any legal action or proceeding brought to recover a Request for Plan benefits. WageWorks shall, however, make available to the Employer and its counsel, such evidence relevant to such action or proceeding as WageWorks may have as a result of its processing of the contested benefit determination. C. Except as otherwise explicitly provided in this Agreement, the Employer shall retain the liability for all Plan benefit Requests and all expenses incident to the Plan and for any and all violations of the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA"), if applicable, and agrees to indemnify WageWorks for and hold it, its directors, officers, and employees, harmless from all amounts and expenses (including reasonable attorneys' fees and court costs) for which WageWorks may become liable. This indemnity shall survive the termination of this Agreement. D. WageWorks shall use ordinary and reasonable care in the performance of its duties, but shall not be liable to the Employer for mistakes of judgment or other actions taken in good faith unless such error results directly from an intentionally wrongful or grossly negligent act of WageWorks, its officers or employees. E. WageWorks shall have no duty or obligation with respect to Requests incurred prior to the Transition Date of this Agreement or pertaining to a plan year prior to the Initial Plan Year (hereafter "Prior Reimbursement Requests") and/or Plan Administrator (or other) services arising prior to the Transition Date of this Agreement or pertaining to a plan year prior to the Initial Plan Year (hereafter "Prior Administration"). The Employer specifically acknowledge(s) and agree(s) that: (i) WageWorks has no responsibility or obligation with respect to Prior Reimbursement Requests and/or Prior Administration; (ii) the Employer will be responsible for processing Prior Reimbursement Requests (including any Run - Off Requests or grace period Requests submitted after the Transition Date of this Agreement) and maintaining legally ti required records of all Prior Reimbursement Requests and Prior Administration sufficient to comply with applicable legal (e.g., IRS substantiation) requirements and (iii) the Employer agrees to indemnify and hold WageWorks harmless for any liability relating to Prior Reimbursement Requests and/or Prior Administration. New Client RSA months unless the Employer or WageWorks gives written notice to the other of its intention not to renew the Agreement within thirty (30) days after the Employer notifies WageWorks of the short Plan Year. Section VI. Termination of Agreement A. This Agreement shall terminate upon the earliest of the following dates: 1) The end of a Term (including the Initial Term) of the Agreement following the delivery of written notice of termination pursuant to Section V. 2) At the option of WageWorks, the date upon which the Employer fails to transfer sufficient funds to WageWorks (upon request by WageWorks): (i) to pay all valid Requests pending under the Plan (as provided in Section ILA.); or (ii) to pay the Service Fee (as provided in Section N.A. and Appendix C). WageWorks shall promptly communicate its election of this option to the Employer. 3) Upon the implementation date for a proposed Service Fee increase deemed to be unacceptable by the Employer (after delivery of written notice of termination by the Employer) pursuant to Section IV.C. 4) At the option of WageWorks, upon suspension, limitation, modification or revocation of the benefits made available to Participants under the reimbursement Plan or the Flexible Benefit Plan (as determined by WageWorks in its sole discretion), WageWorks shall immediately communicate its election of this option to the Employer. 5) Any other date mutually agreeable to the Employer and WageWorks. B. Upon termination of this Agreement, WageWorks shall cease the processing of all Requests then in its possession, return any undistributed funds to the Employer, and make all records relating to Requests in process reasonably available to the Employer. If the termination occurs pursuant to VI.A.(1). (above), WageWorks shall process all Run -Off Requests provided any Service Fee(s) is current. Thereafter, the Employer and/or Plan Administrator shall be responsible for all aspects of reimbursement Request processing and Plan administration. Section VII. Miscellaneous (1) Notices. Any notice required to be given hereunder to WageWorks shall be sufficient if in writing and delivered personally, or by telefax to a number specified by WageWorks upon the Employer's request, or by prepaid first class mail to WageWorks 1100 Park Place, 41h Floor, San Mateo, CA 94403, or if to the Employer, at the address of the Employer denoted on the signature page attached hereto, or as subsequently updated by Employer and maintained on file by WageWorks. (2) Applicable Law. This Agreement shall be governed by, and shall be construed in accordance with the laws of the State of California, to the extent they are not preempted by ERISA, the Code, or any other federal law. (3) Legal and Tax Status. The Employer acknowledges that neither WageWorks nor its agents are providing legal or tax advice, and that neither WageWorks nor its agents serves as the Plan Administrator or a fiduciary under the Plan. The Employer shall be the sole party responsible for determining the legal and tax status of the Plan under applicable law. WageWorks shall have no power or authority to waive, alter, breach, or modify any terms or conditions of the Plan. (4) Assignment. This Agreement may be assigned by WageWorks to any other party, including any successor to the business of WageWorks by merger, consolidation, purchase of assets, or otherwise, without the prior consent of the Employer. This Agreement shall be binding upon any corporation into which the Employer may be merged or with which it may be consolidated, or any corporation succeeding to all or substantially all of the business of the Employer. (5) Entire Contract. This Agreement constitutes the entire contract between the parties and no modification or amendment hereto shall be valid unless in writing and signed by an officer of the Employer and an Officer or duly authorized representative of WageWorks. (6) Tax Reporting and Withholdings. The Employer has ultimate control over the payment of Plan benefits and shall be the sole party responsible for income and employment tax reporting and withholding obligations imposed as a result of any such payments being included in the gross income of recipients. WageWorks is a mere agent of the Employer for the processing of Benefit Requests. (7) Confidential Information. The term "Confidential Information" as used in this Agreement means confidential or proprietary information of any party that is not generally known to the public, including, but not limited to compilations, lists of actual or potential customers or suppliers, hardware systems, software, or other documentation of any type, whether in printed or machine readable form, computer databases, forms and form letters, contracts, information regarding specific transactions, and marketing and business plans. For the purposes of this subsection, Confidential Information shall not include the personally identifiable information relating to any of Employer's employees. The term "Trade Secrets" as used in this Agreement shall mean Confidential Information that: (1) derives economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use; and (2) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy. The terms "Confidential Information" and "Trade Secrets" k9 do not include information that: (a) is known to the receiving party prior to its disclosure by the disclosing party, New Client RSA Appendix A Schedule of Services to Be Provided By WageWorks In accordance with attached Reimbursement Services Agreement WageWorks shall provide the following services for the Employer: General Plan Services: - provide the Employer with a sample cafeteria plan document, including a medical care expense reimbursement ("URM") Plan and a dependent care expense reimbursement ("DDC") Plan to be reviewed by the Employer and its legal counsel; and - provide the Employer with a sample flexible benefits summary plan description for distribution to each Plan Participant and employees and where may be required by a Change in Status. Additional Services if DDC, URM or Commuter Benefits Are Offered: - assist the Employer in explaining the URM and/or DDC features of the cafeteria plan to employees and Commuter benefits to employees; and - process the Employee -executed Salary Redirection Agreements as they relate to the URM and DDC components of the Employer's flexible spending account and an employee's Commuter account; and - provide enrollment confirmation information to Participants which directs them to the website to verify their URM, DDC and/or Commuter elections; and - provide each URM, DDC and/or Commuter Participant with access to the website to verify elections, view account balances and payments, learn about eligible expense, get information about filing claims, etc. - upon receiving instructions from the Employer on a Change in Status, WageWorks will make the change requested by the Employer; and - provide each URM, DDC and/or Commuter Participant with a "check stub" account balance statement with each reimbursement Request check issued, and - make available via the website a current statement of year to date activity downloadable in PDF form; and - provide each participant with an annual account balance statement (60-day written communication), if 60 days prior to the plan year end there is any remaining balance in the URM and/or DDC; and - provide the Employer with website access to standard employer -level reports, including transactional summaries and monthly reports on Account activities; and - receive Requests for URM, DDC and/or Commuter benefits, and expeditiously review such Requests in a non - discretionary manner under reimbursement guidelines established under the requirements of Section 125, 129 and 132(f) of the Internal Revenue Code ("Code"), to determine what amount, if any, is due and payable with respect thereto; and - disburse the benefit payments it determines to be due (subject to the availability of funds which is the responsibility of the Employer) in accordance with the provisions of the Plan and the following procedures: - valid reimbursement for URM and/or DDC benefits shall be paid by WageWorks not later than two (2) business days following the approval of each Request by mailing a check directly to the Participants at their addresses (unless otherwise requested by the Employer as allowed by the terms of the Plan) or by initiating a direct deposit transfer directly to the Participants in their respective bank accounts in the appropriate amount(s); and if the amount of the (otherwise) reimbursable DDC Request exceeds the amount the Participant had withheld for DDC benefits, the excess shall be carried forward (within the same Plan Year) and treated as an Eligible Employment -Related Expense for that month; and if the amount of URM Requests exceeds the amount the Participant has had withheld from URM benefits, the entire amount shall be processed to the extent of the Participant's annual election reduced by previous reimbursements made for expenses during the Plan Year (provided the Employer makes available sufficient funds for WageWorks to satisfy the Request); and unless otherwise specified in writing by the Employer, Requests for URM benefits following a Change in Status impacting the URM election shall be processed using a "blended period of coverage approach" (Le., the maximum URM benefit for a period of coverage following a Change in Status will be limited to the lesser of: (a) the annual URM maximum set forth in the Plan document less any benefit payments made prior to the Change in Status; and New Client RSA �; Appendix B Nondiscrimination Testing Services and Form 5500 Preparation Services [Provided Upon Annual Request] Nondiscrimination Testing: The Employer, upon submission of an annual Non-discrimination Testing Questionnaire, authorizes WageWorks to compile nondiscrimination testing percentages based upon the employee census data provided. As consideration for this service, the Plan Sponsor/Administrator agrees to release and hold WageWorks, its subsidiaries, affiliates, officers, directors, owners, shareholders, attorneys, successors and assigns harmless from any liability arising as a result of the provisions of, or reliance upon such testing percentages. In addition, the Employer understands and agrees that: - WageWorks is not in the business of providing legal or tax advice, and the Employer, as the plan sponsor/administrator, will not construe the testing percentages provided by WageWorks to be legal or tax advice. Accordingly, the Employer will seek the advice of its own tax or legal advisor to interpret and verify the testing percentages provided, and ensure compliance with applicable nondiscrimination requirements. - The Employer bears a sole responsibility for nondiscrimination testing and the continued qualified status of its cafeteria plan under all applicable provisions of the Internal Revenue Code. The testing percentages provided by WageWorks are merely an indicator of compliance with three of the applicable nondiscrimination tests — the Cafeteria Plan 25% Key Employee Concentration Test, the Dependent Care 5% Shareholder Test, and the Dependent Care 55% Average Benefits Test. The Employer must also ensure compliance with the Eligibility Test and Contributions and Benefits Test applicable to the Cafeteria Plan, the URM, and the DDC Plan, as well as other tests that may apply to the benefits offered through the Cafeteria Plan. To ensure compliance with applicable provisions of the Internal Revenue Code, additional nondiscrimination testing and result verification must be undertaken by the Employer with the assistance of its tax or legal counsel. - Discrimination testing should be conducted at least 180 days prior to the end of the Plan Year to which the data relates to ensure adequate time to make any required corrections.. WageWorks will assist with discrimination testing no less frequently than once per year and no more frequently than once every ninety (90) days. Form 5500 Preparation: Only employers with more than 100 participating employees at the beginning of the plan year are required to file Form 5500. The employer, upon submission of an annual request for form 5500 Assistance Plan Sponsor and Cafeteria Plan Information Data Sheet, authorizes WageWorks to prepare a "signature -ready" From 5500 and applicable schedules based upon the information proves regarding the Employer and its cafeteria plan. As consideration for this service, the Plan Sponsor/Administrator agrees to release and hold WageWorks, its subsidiaries, affiliates, officers, directors, owners, shareholders, attorneys, successors and assigns harmless from any liability arising as a result of the provisions of, or reliance upon such "signature -ready" forms. In addition, the Employer understands and agrees that: - WageWorks is not in the business of providing legal or tax advice, and the Employer, as the plan sponsor/administrator, will not construe the testing percentages provided by WageWorks to be legal or tax advice. Accordingly, the Employer will seek the advice of its own tax or legal advisor to interpret and verify the testing percentages provided, and ensure compliance with applicable nondiscrimination requirements. - The Employer bears a sole responsibility for nondiscrimination testing and the continued qualified status of its cafeteria plan under all applicable provisions of the Internal Revenue Code. - Providing WageWorks with the information needed to complete the Form 5500 does not constitute an actual filing with the Internal Revenue Service. The timely submission of the appropriate forms remains the responsibility of the Employer. - If WageWorks has been asked to prepare sample Form 5500s after the filing deadline has passed, the Employer agrees to hold WageWorks, its subsidiaries, affiliates, officers, directors, owners, shareholders, attorneys, successors and assigns harmless from any liability arising from as a result of late filing. New Client RSA 3. Billing and Collection of Fees a) Public Sector" Employers: Service Fees will be invoiced on the 15`h day of each month and collected by WageWorks' initiated ACH debit on the 15`h day of each month. Where electronic access to an employer's bank account for the collection of fees is not permitted by law, Service Fees will be due within 30 days. b) Private Employers: Service Fees will be invoiced each month and collected by WageWorks' initiated ACH debit on the 151nday of each month. FSA (Health FSA), LPSA (Limited Purpose Health FSA), DCFSA (Dependent Day Care), HSA (Health Savings Account) '" Public Sector Employers include schools, governmental entities and other employers where electronic access to an employer's bank account by an unrelated third party service provider is not permitted by law. New Client RSA 11 Appendix D Funding Options Schedule Method 2 — Daily Client Bank Settlement In accordance with the attached Reimbursement Services Agreement, Employer has designated this funding option. To the extent this Appendix conflicts with the Agreement (with the exception of Section II.C. and Section III: Liability and Indemnity Section of the Agreement), this Appendix shall control. For purposes of the foregoing, an executed Funding Option Change Form shall be valid and in force only if agreed to by WageWorks. 1. Settlement of Claims a. Benefits under the Employer's Plan will be paid from an Employer -owned and named account (the "Account") in a financial institution selected by the Employer and agreed upon by WageWorks. The Account may include a zero balance feature, although it is not required. Benefits will be remitted from the Account without prior funds confirmation and without Employer preapproval of claims payments to be disbursed. WageWorks shall not be responsible for any delay in remitting such funds for benefits to the extent that such delay is the result of Employer's delay in making sufficient funds available in the Account b. Review of claims payments disbursed are available daily to the Employer on the WageWorks website. Any identified discrepancy with disbursed payments shall be discussed with Employer account rep. Agreed upon corrections to participant balances shall be adjusted within 2 business days and credited back to Employer account. Credits shall be applied to Employer account weekly and netted against funds requirements c. Payment features for participants: Flex debit card, check, direct deposit d. Transactions on the Flex debit card and direct deposit will settle directly from the Account by WageWorks initiating daily ACH debits on the Account. All checks will settle directly from Account which is owned by the Employer. e. This funding option does not include the Positive Pay Security Feature. 2. Employer Obligations The Employer shall: a. Make sufficient funds from its general assets available in the Account to pay eligible reimbursement benefits under its Plan [Note: the Account should not be opened in the Plan's or WageWorks' name] b. Grant WageWorks withdrawal authority over the Account sufficient to enable it to pay benefits under the Employer's Plan in order to: i. draw benefit checks directly on the employer owned Account ii. electronically transfer benefit payments from the employer owned Account iii. electronically access Account Information iv. execute the financial institution's standard Deposit/Account Agreement on the Employer's behalf (subject to the terms and conditions set forth herein and as WageWorks may otherwise establish) c. Provide WageWorks with the name, address and contact person at the financial institution associated with the Account, and provide timely notice to WageWorks if such information changes d. Provide WageWorks with the name, address and contact person at the Employer associated with the Account, and provide timely notice to WageWorks if such information changes e. Upon request by WageWorks, provide copies of all deposit verification receipts, Account statements, and other correspondence from the financial institution f. Bear sole responsibility for any fees imposed with respect to the Account by the financial institution, including but not limited to: Account maintenance fees, insufficient funds fees, fees with respect to voided or stopped checks, etc. unless such fees are solely the result of administrative error by WageWorks g. Ensure that any filters, debit blocks, or similar financial restrictions on the Account are removed or modified in such a way as to ensure the successful remittance of eligible reimbursement benefits under the Employer's plan h. If, at any time, the amount of reimbursement benefits payable under the applicable Plan provisions exceeds the amount deposited by the Employer in the Account, the Employer shall transfer an amount necessary to the Account to fulfill its reimbursement obligations under the applicable Plan before any further reimbursement benefit payment is made. WageWorks is under no obligation to advance funds on behalf of the Employer. i. WageWorks will not be responsible for paying claims to the extent sufficient funds are not provided to WageWorks within five (5) business days of the receipt of the request for such funds from WageWorks. Furthermore, WageWorks will immediately cease to provide the services outlined within this Agreement until such time as an amount equal to the aggregate of all Requests payable under the Employer's Plan are received by WageWorks from the Employer. The Employer agrees to indemnify WageWorks for all amounts and expenses resulting from the Employer's failure to provide sufficient funds and shall hold WageWorks, its officers and directors, harmless for Mu any liability for which the Employer or the Plan may become liable. 13 New Client RSA Appendix E FREE Flex Debit Payment Card Services The following additional provisions shall apply with respect to Flex Debit Card Payment Services for FSAs and Commuter benefits and the issuance of WageWorks debit cards to Participants. The term, "Card," shall mean a WageWorks' debit card issued to a Participant. 1. Unless otherwise directed by you in writing, each employee that enrolls in the Plan will receive a free flex debit card and be allowed to order additional free cards for their spouse and/or dependents. Cards will be accompanied by and subject to a cardholder agreement between our issuing bank and the cardholder. There is no charge (to you, your employees or their dependents) for the debit cards. 2. WageWorks shall be responsible to provide administrative services to Participants, including updating Participants' records, maintaining accurate account balances and deposit information, activating and deactivating Cards, responding to Participants' inquiries and providing appropriate notices of actions taken. 3. Payment of Card transactions shall be withdrawn against the applicable Participant's Account and shall be reimbursed by the Employer based on the benefit claims funding method chosen by the Employer. 4. WageWorks agrees to reasonably ensure compliance with proper use of the Card and take whatever action is necessary to investigate and resolve errors in Card transactions asserted by Participants. 5. WageWorks agrees to cancel, as soon as is administratively practicable, access to a Participant's Card when a Card is reported as being lost or stolen. 6. The debit card may only be used for the payment of qualified expenses and (as required by the IRS) all transactions are subject to review. Some transactions will be reviewed and adjudicated automatically. For example, (if we have your health plan co -pays in our system) transactions at a doctor's office that are equal to the employee's medical co -pay will be automatically adjudicated, and no further verification will be required. Also, at "certified" drugstores, grocers, and superstores, the debit card separates purchases into flex -eligible and ineligible items and only pays for qualified healthcare items. This eliminates the inconvenience of requesting receipts (for further verification) when employees use the card at 40,000 "certified retail" locations. The employee will be directed to supply receipts for all remaining transactions that were not adjudicated automatically. This requirement applies to payments from FSA and HRA accounts. 7. WageWorks agrees, upon notice from Employer of termination or ineligibility of a Participant to, as soon as is administratively practicable, to deactivate such Participant's Card. If Employer fails to provide this notice in a timely manner causing payment of ineligible expenses, Employer will be responsible for all costs incurred for subsequent Card transactions made by the terminated or ineligible Participant. 8. At the time of each employee's enrollment in the Plan and in the cardholder agreement, the employee agrees to reimburse you for the amount of any card transaction that was not for a qualified expense. For transactions determined to be for non -qualified expenses ("WE"), the employee will automatically be notified of the amount due on the employee website. The amount due can be repaid at the employee web site. If the any portion of an amount due still remains outstanding, we will offset the amount due against future claim reimbursements under the Plan. If the employee does not repay any remaining amount due, you may, to the extent allowed by applicable law, withhold the amount at issue from the employee's pay or may bill the employee. However, you are responsible for determining whether applicable law will permit you to withhold such amounts and should consult legal counsel concerning such withholding. You must also take action to ensure that further violations do not occur, including denial of access to the card. In the event the amount cannot be collected from the employee, you should include the amount due as income on the employee's W-2 form for the year in which you have exhausted collection efforts and have determined the amount to be uncollectible. This requirement applies to payments from FSA and HRA accounts. 9. Employer acknowledges that any and all data or information necessary to provide a Card will reside on servers owned by or operated on behalf of WageWorks' service providers. Employer hereby grants to WageWorks and its service providers the right to receive process and perform services with all information and data that is submitted to WageWorks in order for WageWorks to provide Cards. Employer further grants to WageWorks and its service providers the right to derive and use aggregate and statistical data from such information and data. 10. Employer hereby grants to WageWorks and its service providers a non-exclusive, non -transferable, royalty -free license to use Employer's trademarks in connection with the Card programs, in the forms and formats approved by Employer on (i) Cards; (ii) periodic statements; and (iii) other communications to Plan Participants with respect to the accounts. Employer agrees that the name of the financial institution which issues the Cards, a web site Uniform Resource Locater, and a customer service phone number will be printed on all Cards. 11. Employer agrees to notify WageWorks immediately upon suspicion or confirmation of inappropriate or fraudulent Card use. 12. As provided in this Appendix, Employer has authorized and instructed WageWorks to implement its standard administrative procedures to provide services in accordance with this Appendix and the Agreement. Such standard administrative procedures may be different for one or more Card transactions or groups or categories of Card transactions, as determined solely by WageWorks. 15 New Client RSA Exhibit A HIPAA BUSINESS ASSOCIATE AGREEMENT THIS APPENDIX, effective upon the execution of the Reimbursement Services Agreement attached hereto, by and between WageWorks, Inc. (WageWorks) and the County of Jefferson MEDICAL CARE REIMBURSEMENT PLAN (the "URM Plan") is adopted by the County of Jefferson (the "Employer") on behalf of the URM Plan and is incorporated into and made part of the Reimbursement Services Agreement ("Agreement") between WageWorks and the Employer. This Exhibit A is intended to comply with the business associate agreement provisions set forth in 45 CFR §§ 164.314 and 164.504(e), and any other applicable provisions of 45 CFR parts 160 and 164, issued pursuant to the Health Insurance Portability and Accountability Act of 1996, Public Law 104-191 as amended, including by the Health Information Technology for Economic & Clinical Health Act of the American Recovery and Reinvestment Act of 2009 ("ARRA"), (collectively "HIPAA"). WageWorks recognizes that in the performance of services for the URM Plan under the Agreement it will have access to, create, and/or receive from the URM Plan or on its behalf Protected Health Information ("PHI"). For purposes herein, PHI shall have the meaning given to such term in 45 CFR § 1640.103, limited to the information created or received from the URM Plan or on its behalf by WageWorks. Whenever used in this Exhibit A other capitalized terms shall have the respective meaning set forth below, unless a different meaning shall be clearly required by the context. In addition, other capitalized terms used in this Exhibit A but not defined herein, shall have the same meaning as those terms are defined under HIPAA. SECTION 1. WAGEWORKS RESPONSIBILITIES 1.1 WageWorks may use or disclose PHI, provided that such use or disclosure of PHI would not violate HIPAA, as follows: (a) as permitted or required in this Exhibit A and in the Agreement; (b) as Required by law in accordance with 45 CFR § 164.512; (c) for the proper management and administration of WageWorks; (d) to fulfill any present or future legal responsibilities; (e) for Data Aggregation services to the URM Plan (as defined in 45 CFR § 164.501; or (f) any use and disclosure of PHI that has been de -identified within the meaning of 45 CFR § 164.514. 1.2 WageWorks agrees to implement commercially reasonable and appropriate safeguards to prevent the use and disclosure of PHI other than as provided for by this Exhibit A. 1.3 WageWorks agrees to implement commercially reasonable administrative, physical, and technical safeguards that reasonably and appropriately protect the confidentiality, integrity, and availability of the electronic protected health information that it creates, receives, maintains, or transmits on behalf of the URM Plan. 1.4 WageWorks agrees to report to the URM Plan any successful Security Incident that is material or any use or disclosure of PHI of which it becomes aware that is not provided for by this Exhibit A or in the Agreement. 1.5 WageWorks agrees to ensure that any agent, including a subcontractor, to whom it provides PHI agrees to similar restrictions and conditions that apply through this Exhibit A to WageWorks with respect to such information. 1.6 At the request of the URM Plan, and in a mutually agreeable time and manner, WageWorks agrees to provide access to PHI it holds in a Designated Record Set (as defined in 45 CFR § 164.501), to the URM Plan, or as directed by the URM Plan, to an Individual in order to meet the requirements under 45 CFR § 164.524. WageWorks shall have the right to charge the Individual a reasonable cost -based fee, as permitted by 45 CFR § 164.524. WageWorks assumes no obligation to coordinate the provision of PHI maintained by other business associates of the URM Plan. 1.7 At the request of the URM Plan, and in a mutually agreeable time and manner, WageWorks agrees to make any amendment(s) to PHI it holds in a Designated Record Set that the URM Plan directs or agrees to pursuant to 45 CFR § 164.526 at the request of the URM Plan or an Individual. 1.8 At the request of the URM Plan, and in a mutually agreeable time and manner, WageWorks agrees to make its internal practices, books and records relating to the use and disclosure of PHI received from, or created or received by WageWorks on behalf of the URM Plan available to the Secretary (as defined in 45 CFR § 160.103), for purposes of the Secretary determining the URM Plan's compliance with the Privacy and Security Rules. 1.9 WageWorks agrees to document such disclosures of PHI and information related to such disclosures of PHI and information related to such disclosures as would be required for the URM Plan to respond to a request by an Individual for an accounting of disclosures of PHI in accordance with 45 CFR § 164.528. 17 New Client RSA 3.2 This Exhibit A shall be interpreted as broadly as necessary to implement and comply with HIPAA and the Privacy and Security Rules, and any ambiguity in this Exhibit A shall be resolved in favor of a meaning that complies and is consistent with HIPAA and the Privacy and Security Rules. Both parties agree that the provisions of this Exhibit A shall prevail over any provisions in the Agreement that may conflict or appear inconsistent with any provisions of this Exhibit A. 3.3 Both parties acknowledge that future changes to the requirements of HIPAA, the Privacy and Security Rules, and other applicable laws relating to the security and confidentiality of PHI may require amendment to this Exhibit A. Upon the written request of either party, the other party agrees to promptly enter into negotiations concerning the terms of an amendment to this Exhibit A. If either party disagrees with any such amendment, it shall so notify the other party in writing within 30 days of notice. If the parties are unable to agree on an amendment within 30 days thereafter, then any of the parties may terminate the Agreement in accordance with the termination section of the Agreement. 3.4 Notwithstanding Section 3.3 above and without limiting the rights of the parties under the Agreement, upon written notice of the existence of an alleged material breach of the terms of this Exhibit A, the URM Plan shall afford WageWorks an opportunity to cure said breach upon mutually agreeable terms. Failure to cure within 30 days shall be immediate grounds for termination of the Agreement. 3.5 Section 1.11 shall survive the termination or expiration of the Agreement for the reasons stated therein. The other provisions of this Exhibit A shall survive the termination of the Agreement and remain in full force and effect thereafter for so long as WageWorks or any of its employees, agents or subcontractors remains in possession of PHI in accordance with Section 1.11 of this Exhibit A and shall expire thereafter. 19 New Client RSA Consent Agenda Commissioners Office JEFFERSON COUNTY BOARD OF COUNTY COMMISSIONERS AGENDA REQUEST TO: Board of County Commissioners Philip Morley, County Administrator FROM: Leslie Locke, Deputy Clerk of the Board RPPMvfed by the 130arj Jefferson County Commis'aios,a,,, DATE: March 4, 2013 SUBJECT: AGREEMENT re: Reimbursement Services Agreement, Flex Benefits Plan; No Dollar Amount; Jefferson County Auditor; WageWorks, Inc. STATEMENT OF ISSUE: AGREEMENT re: Reimbursement Services Agreement, Flex Benefits Plan; No Dollar Amount; Jefferson County Auditor; WageWorks, Inc. The Flex Plan covers Medical Care Expense Reimbursement and Dependent Day Care for Jefferson County personnel. Due to time constraints, this agreement was signed by County Administrator, Philip Morley on February 15, 2013. RECOMMENDATION: The Commissioners are being asked to validate the approval of this agreement, 6,1 �1..t.._ C.O..wE',y �j,iri✓`b }`rz �'� �' ,� o..c'1—SSG .-+ . REVIEWED BY: Philip Morl&y County Administrator 2-�7113 Date