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HomeMy WebLinkAboutCONEXISINSURANCE ON FILE N-2014-003 WORK MAY PROCEED UNTIL INSURANCE EXPIRES '��O/Y CONEXIS CLE OF COUNCIL human ro[avrc elvl' DATE: i--RAI-iy CONEXIS O' %r,3M.Ae1/ DIRECT CLIENT ADMINISTRATIVE SERVICES AGREEMENT k- } y Crcu l Client's Name ("Client"): City of Santa Ana Client has requested that CONEXIS Benefits Administrators, L.P. ("CONEXIS"), its parent and affiliates shall provide administrative services as described in this Administrative Services Agreement ("Agreement") for certain employee Benefit Plans ("Benefit Plans") maintained by Client. In consideration of the mutual promises contained in this Agreement, the sufficiency of which is hereby acknowledged, Client and CONEXIS ("each, a "Party" and collectively the "Parties") agree as follows: SECTION 1. Introduction 1.1 Effective Date and Term: This Agreement is effective January 1. 2014 ("Agreement Effective Date") upon being signed ("Executed") by CONEXIS and Client and remains effective until terminated as set forth herein. 1.2 Fee Schedules and Service Appendices: Each attached Fee Schedule and accompanying Service Appendix ("Fee Schedule / Service Appendix") that is specifically incorporated into and made a part of this Agreement constitutes part of this Agreement. Each Fee Schedule / Service Appendix will have a Service Fees Guarantee Period date and each Fee Schedule I Service Appendix can be terminated independently of the other appendices and the Agreement. 1.3 Relationship of the Parties: Client and CONEXIS are independent contractors with respect to each other and nothing in this Agreement will be deemed to create an employee/employer relationship; a partnership; or joint venture between Client and CONEXIS. CONEXIS' only obligation under this Agreement is to provide the Services set forth in the applicable Service Appendix to Client and nothing in this Agreement shall be deemed to confer responsibility on CONEXIS to any person covered under the Benefit Plans, the Covered Employees ("Participants"). SECTION 2. Client Duties 2.1 Benefit Plans: Client has sole responsibility and liability for: (i) establishment and operation of the Benefit Plans, (ii) construing and interpreting the provisions of the Benefit Plans and (iii) deciding all questions of fact arising under the Benefit Plans except as otherwise specifically delegated to CONEXIS in the Fee Schedule/Service Appendix. Client shall not represent to Participants or to any third party that CONEXIS is the "Plan Administrator" or "Named Fiduciary" as defined by the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), whether or not ERISA is applicable. It is Client's sole responsibility to ensure the Benefit Plans complies with all applicable laws and regulations, and CONEXIS' provision of services under this Agreement does not relieve Client of this obligation or resulting liability related to the Benefit Plan's non-compliance. Client has the sole responsibility to pay any fee or penalty arising from the Benefit Plans that is assessed by the Internal Revenue Service, the Department of Labor, and/or other federal, state, or local governmental agencies provided, however, that the Client may seek indemnity from CONEXIS for such fee or penalty as set forth in Section 3.7. 2.2 Service Fees: Service Fees as set forth on the Fee Appendix attached hereto ("Service Fees") shall be assessed for each month during which services are performed and the CONEXIS Service Fee Invoice will be distributed by the 7th business day of the following month per the Client's instructions, to the address or other entity responsible or designated for submitting payment to CONEXIS. Payment of the Service Fee Invoice is due upon receipt of the invoice and considered past due if payment is not received after 30 calendar days from date of invoice. Client retains the ultimate responsibility for payment of fees regardless of the entity submitting payment. Any unpaid past due Service Fees not reasonably disputed are subject to interest not to exceed 1.5% per month, (18% per annum). A $35.00 fee will be charged for all payments returned Not Sufficient Funds ("NSF"). If Client reasonably and in good faith disputes any charge or amount on any invoice and such dispute cannot be resolved within thirty (30) days ("Dispute Period") through good faith discussions between the Parties, Client shall pay the amounts due under this Agreement within five (5) business days after the end of the Dispute Period. An amount will be considered disputed in good faith if (i) Client delivers a written statement to CONEXIS on or before the past due date of the invoice, describing in detail the basis of the dispute and the amount being withheld by Client, (ii) such written statement represents that the amount in dispute has been determined after investigation of the facts and that such disputed amount has been determined in good faith, and (iii) all undisputed amounts due from Client are paid in accordance with the terms of this Agreement. Disputed amounts shall not be considered past due during the Dispute Period and the five (5) day period following the end of the Dispute Period. If any undisputed amounts owed to CONEXIS under this Agreement become past due as set forth herein, Client acknowledges and agrees that CONEXIS may suspend its performance hereunder during any portion of the term that such amounts owed by Client hereunder are a 9,(. CONEXIS Initials Client Initials Direct Client Services Agreement 1 V9.0-040111 RR CONEXIS human rex curt eluP past due and/or terminate this Agreement for failure to make payments as required herein as set forth in Section 4.9 herein. CONEXIS may also change the service charges and or services as of the date any change is made in postal rates or to law or regulations to the extent such change imposes additional duties or obligations on CONEXIS or requires CONEXIS to carry out its obligations in a manner not otherwise contemplated by this Agreement in force at the time of such change. CONEXIS may, at its sole discretion, revise the applicable Service Fees at the expiration of any Service Guarantee Period, as indicated on the appropriate Fee Schedule by providing Client written notice of such changes, at least sixty (60) days prior to the expiration date of the Fee Schedule. Service Fee Guarantee Periods are only effective with fully Executed Services Agreements. In addition, Service Fees may be revised at any time, if Client makes changes to the Benefit Pians (regardless of reason) that materially revise the nature or volume of the services contemplated by this Agreement and/or the increase of pass through fees from third party service providers to CONEXIS. 2.3 Payments to CONEXIS: Notwithstanding any provision herein to the contrary, Client and CONEXIS agree that any funds submitted by Client or any other individual or entity to CONEXIS in accordance with this Agreement do not include participant's salary reductions. Client further understands that CONEXIS does not hold any funds submitted to CONEXIS by Client in a trust as that term is contemplated by ERISA. Client warrants that: (i) neither it nor any of its employees, directors, representatives, fiduciaries, Benefit Plans (or any entity performing services for Client or such Plans), any of its predecessors, successors or assigns have represented or shall represent to any Participant or beneficiary of the Benefit Plans that a separate account, fund, or trust is being held on behalf of the Benefit Plans by CONEXIS that may be used to provide or secure benefits under the Benefit Plans; Nothing herein prevents CONEXIS from depositing any such amounts received from Client into a CONEXIS-owned interest bearing account and from retaining such interest. 2.4 Furnish Information to CONEXIS: Client shall furnish to CONEXIS the information reasonably determined by CONEXIS to be necessary to fulfill its duties under this Agreement, including but not limited to, quarterly updates of employee/Participant headcount to the extent that such headcount is applicable for calculating Service Fees and such information shall be provided in a mutually agreeable format. Client shall furnish such headcount within 10 business days of the beginning of each calendar quarter with the corresponding increase/decrease applicable for that quarter. Client understands and acknowledges that CONEXIS will operate on the assumption that the information provided by Client or its designee is accurate and complete and is not liable and will be indemnified and held harmless in accordance with Section 2.5 against errors resulting from inaccurate and/or untimely information provided by Client or its designee. Client agrees that CONEXIS may assess a reasonable additional fee for costs, (e.g. postage and related labor costs) incurred by CONEXIS as reasonably necessary to take corrective action due to inaccurate and/or untimely information received from Client or its designee. 2.5 Indemnify CONEXIS: Client agrees to defend, indemnify and hold harmless CONEXIS, its officers, directors and employees from and against all losses, liabilities, damages, expenses including reasonable attorneys' fees (that are awarded from a court of competent jurisdiction) ("Losses"), resulting from any third party demand, judgment, settlement agreement or lawsuit arising from CONEXIS' performance under this Agreement, including without limitation, claims arising from actions taken by CONEXIS pursuant to Client's express written instructions except to the extent of CONEXIS' negligence or willful misconduct. The foregoing indemnification right is contingent upon CONEXIS satisfying Section 4.17 herein. SECTION 3. CONEXIS' DUTIES 3.1 Recordkeeping: Each Party shall maintain the usual and customary records related to its obligations under this Agreement as required under applicable law. CONEXIS will deliver records _held by CONEXIS that relate to administration of the Benefit Plans to Client or its designee within thirty (30) days of receiving Client's written request for the records. Client shall be required to pay CONEXIS' reasonable charges for transportation, for preparation of such data in formats other than CONEXIS' standard format, and for duplication of such records. 3.2 Audit by Client: Client may perform one audit per year (except as required to comply with government mandated audits)of the records specifically related to CONEXIS' duties under this Agreement after providing thirty (30) days prior written notice to CONEXIS. No such Audit shall last more than five (5) business days. For reasonable cause in unusual circumstances, Client may perform additional audits as needed with the understanding that Client will bear the full cost of such audits. Client's auditor may perform audits provided such auditor signs a confidentiality agreement acceptable to CONEXIS and is not a direct competitor of CONEXIS'. Audits must be performed during CONEXIS' standard business hours. CONEXIS will provide reasonable assistance and information to the auditors and Client shall reimburse CONEXIS for CONEXIS' reasonable expenses, including, but not limited to, copying and labor costs associated with the audit. Client will provide CONEXIS with a summary of the findings from each report prepared in connection with any such audit and CCCCEX Client Initials Direct Client Services Agreement 2 V9.0-040111 CONEXIS it Vllltl4 fP34UfC PIVD provide CONEXIS with a reasonable period of time following receipt of such report to provide written comments to the findings. Such reports will be considered confidential information that may not be further disclosed for any purpose except as required by applicable law. Under no circumstances is Client permitted to audit CONEXIS' records that relate to other Clients. 3.3 Audit by CONEXIS. Client will promptly furnish its financial statements as prepared by or for Client in the ordinary course of its business for the purpose of determining Client's ability to satisfy its financial obligations hereunder. To the extent such financial statements are not otherwise publicly available, such statements will be deemed to be Confidential Information and shall be used by CONEXIS solely for the purpose of determining Client's ability to perform its duties hereunder. If CONEXIS' review of financial statements causes CONEXIS to question Client's ability to perform its duties hereunder, CONEXIS may request, and Client shall provide to CONEXIS, reasonable assurances of Client's ability to perform its duties hereunder. Failure by Client to provide such reasonable assurances to CONEXIS shall be deemed a material breach of this Agreement. Furthermore, Client shall notify CONEXIS immediately in the event there is a change of control or material adverse change in Client's business or financial condition since the Effective Date. 3.4 Standard of Care: In performing its duties and obligations under this Agreement, CONEXIS and its subcontractors shall exercise a standard of care that includes the following: (i) exercising the level of care in the performance of its duties hereunder generally exercised by reasonable and prudent service providers performing similar services and (ii) exercising commercially reasonable efforts, in accordance with this Agreement, to assist the Client with ensuring that the Benefit Plans comply with all applicable federal laws and regulations. 3.5 Nature of Duties: The services to be performed by CONEXIS under this Agreement shall be ministerial in nature and shall generally be performed in accordance with CONEXIS' standard operating procedures. It shall not be considered a breach of this Agreement if CONEXIS refuses to perform services generally required under this Agreement if the manner in which Client desires such services to be performed requires material changes to CONEXIS' operating procedures that were not contemplated at the time the Parties entered into the Agreement. CONEXIS, at its discretion, shall act in accordance with Client's written instructions subject to Section 2.5 herein. Client acknowledges that CONEXIS is not an accounting or law firm and no services provided by CONEXIS in accordance with this Agreement should be construed as legal, accounting, or tax advice in providing administrative services under this Agreement. 3.6 Customer Service and Electronic Administrative Services: Except during times of scheduled maintenance and company scheduled closures, CONEXIS shall provide telephonic or Web -based electronic access to: I) Client Services personnel for Client Representative(s) during CONEXIS' standard business hours (8:00 AM — 5:00 PM Central Time) Monday through Friday (telephonic support); ii) Participant Services personnel for Client's Qualified Beneficiaries ("Continuants") and Participants (7:00 AM to 7:00 PM Central Time) Monday through Friday (telephonic support); iii) Administrative Services support twenty-four (24) hours per day, seven (7) days per week for Client's Representatives, Participants and Continuants (Web -based electronic access). 3.7 Indemnify Client: CONEXIS agrees to indemnify, defend, and hold harmless Client, its officers, directors and employees from and against all losses, liabilities, damages, expenses including reasonable attorneys' fees (that are awarded from a court of competent jurisdiction) ("Losses") arising out of CONEXIS' material breach of the standard of care set forth in this Agreement. Notwithstanding the foregoing, CONEXIS will not be liable to Client in a breach of contract claim for other than monetary, compensatory damages that are reasonably foreseeable and ascertainable, regardless of whether or not CONEXIS was informed of the possibility of such damages. CONEXIS further agrees to indemnify and hold harmless Client, its officers, directors and employees from any claim, demand, or expense arising from the negligent act or omission or willful misconduct of a subcontractor of CONEXIS who assists CONEXIS with the performance of its duties under this Agreement. The foregoing indemnification right is contingent upon Client satisfying Section 4.17 herein. SECTION 4. GENERAL PROVISIONS 4.1 Entire Agreement: This Agreement embodies the entire understanding between CONEXIS and Client regarding the subject matter hereof and supersedes all prior and contemporaneous oral or written agreements relating to the same subject matter. Client further agrees that this Agreement supersedes any prior service agreement(s) between the Parties (or their predecessors) and acknowledges that the execution of this Agreement will serve as written notice of termination of such prior written agreement(s). 4.2 Severability: The provisions of this Agreement shall be severable and the invalidity or unenforceability of any provision(s) hereof shall not affect the validity or enforceability of the remaining provisions provided the basic purpose of this Agreement can still be achieved through the execution of the remaining valid provisions. 4.3 Titles/Heading/Numbering: The titles/headings/numbering of the sections herein are for convenience of reference only and are not to be considered in construing this Agreement. ,�-- a / CONEXIS Initials Client Initials Direct Client Services Agreement 3 V9.0-040111 R CONEXIS human ins. v rcof.P 4.4 Waiver; Modification; Amendment: No waiver, modification or amendment of this Agreement shall be valid or binding unless the same is in writing and duly Executed by both Parties, except as otherwise set forth herein. 4.5 Assignment: Notwithstanding any acquisition or merger of either Party, neither Client nor CONEXIS may assign this Agreement without the other Party's prior written consent, which such consent shall not be unreasonably withheld, conditioned, or delayed. Any attempt or purported assignment in violation of the foregoing shall be void. This Agreement shall be binding upon, and inure to the benefit of, the Parties and their respective successors and permitted assigns. 4.6 Confidential Information: In addition to the HIPAA BUSINESS ASSOCIATE ADDENDUM, Client and CONEXIS each acknowledge that in performance of this Agreement, each Party has and will continue to disclose to the other, proprietary and confidential information ("Confidential Information"). The term "Confidential Information" shall mean all data, trade secrets, and other information of any kind whatsoever that a Party ("Discloser") discloses, in writing, orally, visually or in any other medium, to the other Party ("Recipient") or to which Recipient obtains access and that relates to Discloser's business or, in the case of CONEXIS, its customers or is otherwise identified by the Discloser as confidential or proprietary. A "writing" shall include an electronic transfer of information by e-mail, over the Internet or otherwise. Each of the Parties, as Recipient, hereby agrees that it will not, and will cause its employees, agents and subcontractors not to disclose Confidential Information of the other Party, during or after the term of this Agreement, other than on a "need to know" basis and then only to: (a) affiliate employers (defined as a business entity now or hereafter controlled by, controlling or under common control with a Party); (b) employees; (c) officers; (d) agents and/or (e) subcontractors provided that any third parties who receive Discloser's Confidential Information from Recipient or on behalf of Recipient are subject to a written confidentiality agreement that shall be no less restrictive than the provisions of this Section; and (f) as required by law or as otherwise expressly permitted by this Agreement. If Recipient is required by law to disclose Discloser's Confidential Information, Recipient will promptly notify Discloser and reasonably cooperate with Discloser if Discloser takes action to prevent any such disclosure. Client further agrees that CONEXIS may communicate confidential, protected, privileged or otherwise sensitive information to Client through a named contact designated by Client ("Named Contact") and specifically agrees to indemnify and hold harmless CONEXIS for any such communications directed to Client through the Named Contact attempted via facsimile, mail, telephone, email or any other media, acknowledging the possibility that such communications may be inadvertently misrouted or intercepted once CONEXIS has sent such to Client. The obligations of confidentiality in this Section shall not apply to any information that (i) Recipient rightfully has in its possession when disclosed to it, free of obligation to Discloser to maintain its confidentiality; (ii) Recipient independently develops without access to Discloser's Confidential Information; (iii) is or becomes known to the public other than by breach of this Section or (iv) is rightfully received by Recipient from a third party without the obligation of confidentiality. Any combination of Confidential Information disclosed with information not so classified shall not be deemed to be within one of the foregoing exclusions merely because individual portions of such combination are free of any confidentiality obligation or are separately known in the public domain. Each Party hereby agrees that it will not disclose Confidential Information of the other Party during or after the Term of this Agreement, other than as necessary to satisfy its obligations herein or as otherwise permitted herein, and then only to, the Party's affiliates, the Party's employees, agents, officers, independent contractors, or subcontractor provided that subcontractor agrees to terms of confidentiality; and as required by law or as otherwise expressly permitted by this Agreement. Notwithstanding the above, CONEXIS acknowledges that Client is a public entity bound by the laws and statutes of the State of California and the United States and as such the records of Client, including this Agreement, are public record and subject to public disclosure 4.7 Disclosure of Individually Identifiable Health Information: Client and CONEXIS agree to protect the confidentiality of and to only use and disclose protected health information (as that term is defined in 45 C.F.R. 164.300) as set forth in the HIPAA BUSINESS ASSOCIATE ADDENDUM attached hereto and incorporated into and made a part of this Agreement. If there is a conflict between this Agreement and the HIPAA BUSINESS ASSOCIATE ADDENDUM, the HIPAA BUSINESS ASSOCIATE ADDENDUM will control with respect to its subject matter. 4.8 Notices and Communications: All notices between Client and CONEXIS provided for herein shall be sent by confirmed facsimile; by guaranteed overnight mail, with tracing capability; by first class United States mail, with postage prepaid; or by email addressed to the other party at their respective addresses as set forth below for CONEXIS and on the signature page for the Client. CONEXIS Benefits Administrators, LP Email: contractadministration@CONEXIS.com 6191 North State Highway 161, Suite 400 FAX: 1.800.806.9112 Irving, TX 75038 Notices shall be deemed provided when sent except as otherwise set forth in this Agreement. Emails sent to CONEXIS should be sent to the appropriate CONEXIS Service Representative or Contract Administration. Both Parties agree to promptly notif ,the other of any changes in addresses and/or email addresses that neither party shall be responsible under V" reement for notices sent prior to notification of a change in the address. , i CONEXIS Initials Client Initials Direct Client Services Agreement 4 V9.0-040111 T CONEXIS unrae reseura f u P' 4.9 Termination: If there is more than one Fee Schedule / Service Appendix attached hereto, terminhation of once Fee Schedule / Service Appendix will not terminate the entire Agreement, but termination of the Agreement will terminate all Fee Schedule / Service Appendix. a. Agreement -- Either Party may terminate this Agreement or a Fee Schedule/Service Appendix without a showing of cause by providing sixty (60) days prior written notice to the other Party. Termination without cause will be effective on the last day of the month following the 60 -day period the notice was provided by terminating Party or the end of such longer period set forth in the notice of termination. Client acknowledges that termination of a Fee Schedule / Service Appendix prior to the expiration of a Service Fee Guarantee Period will result a financial penalty defined in Section 4.9b. b. Notwithstanding anything to the contrary, CONEXIS may terminate this Agreement with thirty (30) days prior written notice if Client is past due on any undisputed amounts that it owes hereunder and fails to cure within that thirty (30) day period. If CONEXIS agrees to reinstate services following notice of termination, Client acknowledges that CONEXIS may charge a reinstatement fee. Either party may terminate this Agreement immediately, by providing written notice to the other if: (i) such other party becomes insolvent, makes a general assignment for the benefit of creditors, suffers, or permits the appointment of a receiver for its business or assets or (ii) becomes subject to any proceedings under Bankruptcy or insolvency law of which does not result in a reorganization (ii) fails to cure a material breach within thirty (30) days following written notice from the non -breaching party of the breach. Termination of this Agreement will not terminate the rights or obligations of either party arising prior to the effective date of such termination. 4.10 Interpretations: Client and CONEXIS agree that this Agreement's terms will be construed fairly and not in favor of or against a party based solely on which party drafted the Agreement's terms. 4.11 Governing Law: This Agreement will be governed by and construed in accordance with the laws of the state of California without regard for conflicts of law principles. Any proceeding initiated by CONEXIS to enforce this Agreement or enjoin its breach shall be initiated and prosecuted in a federal or state court of general jurisdiction sitting in the county and state in which Client's headquarters are located. Any such proceeding initiated by Client shall be initiated and prosecuted in a federal or state court of general jurisdiction sitting in Orange County, California. 4.12 No Third Party Beneficiaries: Nothing express or implied in this Agreement is intended to confer upon any person other than Client and CONEXIS and their respective successors or assigns, any rights, remedies or obligations whatsoever. 4.13 Force Majeure: CONEXIS and Client will not be deemed in default of this Agreement, nor held responsible for, any cessation, interruption or delay in the performance of its obligations to provide such services hereunder due to causes beyond its reasonable control, including, but not limited to, natural disaster, act of God, labor controversy, civil disturbance, disruption of the public markets, terrorism, war or armed conflict, or the inability to obtain sufficient materials or services required in the conduct of its business from CONEXIS' vendors or other parties, including Intranet or Internet access, or any change in or the adoption of any law, judgment or decree. This clause shall not apply to Client's obligations to pay CONEXIS' fees related to this Agreement. 4.14 Warranties and Representations: CONEXIS and Client represents and warrants the following: (i) The Parties will comply with applicable law in carrying out their respective obligations hereunder; (ii) Its agreement to each provision contained in this Agreement is a duly authorized, legal, valid, binding and enforceable Agreement. (iii) The signature appearing for the Client on this Agreement is the true signature of a person authorized to execute the Agreement on behalf of the Client with respect to the Services, (iv) The Client will not instruct CONEXIS to perform any service or perform a service in any manner that it knows or reasonably should know will violate applicable law. 4.15 Intellectual Properties: CONEXIS retains all rights, title, and interest in and to all software, web pages, web services, documents, processes and any other information, equipment, and materials (including with no limitation the intellectual property rights) used in connection with the providing of services identified in this Agreement, including those developed by CONEXIS for use by Client and their employees. 4.16 Survival: In the event of expiration or termination of this Agreement, the Indemnity Sections 2.5 and 3.7; Confidentiality and Privacy Provisions Section 4.6; and the Recordkeeping Section 3.1 of this Agreement shall survive its termination. 4.17 Indemnification Notice: If any civil, criminal, administrative or investigative action or proceeding (each, a "Claim') is commenced against any Party entitled to indemnifications hereunder (an "Indemnified Party"), written notice thereof CONEXIS Initials Client Initials Direct Client Services Agreement 5 V9.0-040111 CONEXIS numnrz resamca f0' shall be given to the party that is obligated to provide indemnification (the "Indemnifying Party") as promptly as practicable but in any event within thirty (30) days. After such notice, if the Indemnifying Party shall acknowledge in writing to such Indemnified Party that this Agreement applies with respect to such Claim, then the Indemnifying Party shall be entitled, if it so elects, in a written notice delivered to the Indemnified Party not less than 10 days prior to the date on which a response to such Claim is due, to take control of the defense and investigation of such Claim and to employ and engage attorneys of its choice to handle and defend the same, at the Indemnifying Party's sole cost and expense. The Indemnified Party shall cooperate in all reasonable respects with the Indemnifying Party and its attorneys in the investigation, trial and defense of such Claim and any appeal arising there from; provided, however, that the Indemnified Party may, at its own cost and expense, participate, through its attorneys or otherwise, in such investigation, trial and defense of such Claim and any appeal arising there from. No settlement of a Claim that involves a remedy other than the payment of money by the Indemnifying Party shall be entered into without the consent of the Indemnified Party. After written notice by the Indemnifying Party to the Indemnified Party of its election to assume full control of the defense of any such Claim, the Indemnifying Party shall not be liable to the Indemnified Party for any legal expenses incurred thereafter by such Indemnified Party in connection with the defense of that Claim. If the Indemnifying Party does not assume full control over the defense of a Claim subject to such defense as provided hereunder, the Indemnifying Party may participate in such defense, at its sole cost and expense, and the Indemnified Party shall have the right to defend the Claim in such manner as it may deem appropriate, at the cost and expense of the Indemnifying Party. 4.18 Limitation of Liability. IN NO EVENT OR UNDER ANY CIRCUMSTANCE SHALL ANY PARTY BE LIABLE TO ANOTHER PARTY FOR ANY LOSS OF PROFITS OR INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; PROVIDED, HOWEVER, THAT THE FOREGOING SHALL NOT BE INTERPRETED TO LIMIT INDEMNIFICATION FOR ANY DAMAGES ASSESSED IN FAVOR OF A THIRD PARTY IN CONNECTION WITH A CLAIM AGAINST AN INDEMNIFIED PARTY TO THE EXTENT THE INDEMNIFIED PARTY IS OTHERWISE ENTITLED TO INDEMNIFICATION HEREUNDER. Section 5.0 Performance Standards and Guarantee Performance Standards and Guarantees are only available to those Clients who have a fully Executed Services Agreement on file with CONEXIS. 5.1 In consideration of the mutual promises set forth below and for the fees set forth in the Fee Schedule, Client and CONEXIS agree as follows: 5.1.1 "Calendar Quarter" will mean each quarter of a calendar year (e.g., Jan. 1 — Mar. 31; Apr 1 — Jun 30; Jul 1 — Sep. 30; Oct. 1 — Dec. 31). 5.1.2 "Percentage at Risk for Service Fee Reduction" will mean the percentage of the monthly fee that may be reduced as a result of failing to meet the particular Performance Standard in a Calendar Quarter. 5.1.3 "Performance Standard" will mean specific standards, described in the Exhibit, which is part of the attached Services Appendix for each described service to which CONEXIS has committed to meet or exceed for all similarly situated Clients in each Calendar Quarter. 5.1.4 "Quarterly Performance Report" will mean the specific report, delivered to Client for each Calendar Quarter, which contains CONEXIS' actual performance against each Performance Standard for Client. The Quarterly Performance Report will be formatted as CONEXIS deems appropriate. 5.1.5 "Performance Standards Effective Date" will be the first Calendar Quarter following the execution of the Services Agreement. 5.1.6 "Service Fee Reduction" will mean the total amount of reduction of monthly Service Fees, as defined in the Agreement, based on CONEXIS failing to meet one or more Performance Standards, in accordance with the Exhibit attached to the appropriate Service Appendix describing the three services offered with performance standards. The Service Fee Reduction is calculated by adding the percentages associated with each Performance Standard not met by CONEXIS. Then multiplying that percentage by the total of monthly Service Fees invoiced by CONEXIS to the Client for that particular Calendar Quarter for that particular service CONEXIS is performing CONEXIS Initials I -DI c - Client Initials Direct Client Services Agreement 6 V9.0-040111 R CONEXIS human 1e100,ceful' for Client. In no case shall the percentage available for Service Fee Reduction exceed 10% as indicated in the Performance Standards Exhibit for any given Calendar Quarter. 5.2 CONEXIS' Responsibilities. CONEXIS will measure its performance against all of the Performance Standards in each Calendar Quarter. CONEXIS will adopt standard processes and procedures for measuring timeliness, resolution of inquiries, call abandonment, and accuracy and all other Performance Standards described in the Exhibit. CONEXIS retains final authority for determining whether one or more Performance Standards have been met but will consider any reasonable objections made by Client within ten (10) business days of the issuance of the Quarterly Performance Report, in accordance with the Performance Standards Exhibit. In no event will CONEXIS be in breach of the Agreement into which this Exhibit is incorporated or of any standard of care solely by reason of failing to meet a Performance Standard set forth herein. On or about forty-five (45) calendar days after the end of each Calendar Quarter, CONEXIS will distribute the Quarterly Performance Report to the Client. CONEXIS will refund the Service Fee Reduction to Client for any missed Performance Standard(s) in accordance with this Performance Standards Exhibit, by applying such Service Fee Reduction as a one-time credit against future Services Fees in the following Calendar Quarter. For example, a Service Fee Reduction in the 1st Calendar Quarter of a given year would be applied to Service Fees in the 2nd Calendar Quarter. If CONEXIS is not able to perform services under this Agreement due to a force majeure event as defined in Section 4.13 or other serious event beyond its reasonable control (such as but not limited to, severe weather conditions that delay the opening or cause the closing of a CONEXIS facility), then at CONEXIS sole discretion, the standards set forth in this Exhibit shall not apply during the period that CONEXIS is unable to perform. 5.3 Client Responsibilities. Client is responsible for reviewing the Quarterly Performance Report and addressing any definitions, concerns, or objections to the contents of the Quarterly Performance Report with the appropriate CONEXIS Client Services Manager within ten (10) business days of the issuance of the Quarterly Performance Report. Client's right to any Service Fee Reduction is conditioned upon Client paying all undisputed Service Fees in that particular Calendar Quarter in full and when due, in accordance with the Agreement. In the event that a Service Fee Reduction was otherwise due but the Agreement was subsequently terminated due to failure of Client to pay all undisputed Service Fees, the Service Fee Reduction shall not be applied and CONEXIS shall be eligible to recover all undisputed Service Fees and applicable penalties and interest due without regard to the Service Fee Reduction. Client's right to any Service Fee Reduction is also conditioned on remaining an active Client on the date that CONEXIS distributes the Quarterly Performance Report to Client. 5.4 Performance Standards. These Performance Standards apply to the Services Agreement, only to the extent that CONEXIS is providing such Services to the Client, and the Client is paying CONEXIS directly for this service as indicated in the Fee Schedule — Schedule of Service Fees. CONEXIS reserves the right to modify or eliminate one or more Performance Standards or Service Fee Reductions, as long as such modifications or elimination does not impact the quality of service or performance of the standards, upon 30 day written notice to Client prior to the next Calendar Quarter. Client Initials Direct Client Services Agreement 7 V9.0-040111 CONEXIS bummx re:mnc club 6. INSURANCE. Prior to undertaking performance of work under this Agreement, CONEXIS shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: claim Professional liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per A. The following requirements apply to the insurance to be provided by CONEXIS pursuant to this section: (i) CONEXIS shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. (ii) CONEXIS of insurance shall be furnished to the Client upon execution of this Agreement and shall be approved in form by the City Attorney of Client. (iii) CONEXIS and policies shall state that the policies shall not be canceled or reduced in coverage or changed in any other material aspect without thirty (30) days prior written notice to the Client. B. If CONEXIS fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the Client with required proof that insurance has been procured and is in force and paid for, the Client shall have the right, at the Client's election, to forthwith terminate this Agreement. Such termination shall not effect CONEXIS' right to be paid for its time and materials expended prior to notification of termination. CONEXIS waives the right to receive compensation and agrees to indemnify the Client for any work performed prior to approval of insurance by the Client. REMAINDER OF PAGE INTENTIONALLY LEFT BLANK 0- CONEXIS Initials :/' Client Initials Direct Client Services Agreement 8 V9.0-040111 CONEXIS nvmon reznarCOW` Client and CONEXIS have caused this Agreement to be Executed in their names by their undersigned officers or authorized representatives, the same being duly authorized to do so. Client/Company FAX: ClientlContact Email: Client/Company Name: Client/Company Address: CONEXIS Benefits Administrators, LP C 1.. GlA owl Eva Boucher, CCEP Sr. VP, Chief Compliance Officer Date: \,2\3L3 APPROVED AS TO FORM: City Att rney By: �+ Jo h Str a sistant City Attorney 0�- CONEXIS Initials f Client Authorized Signature David Cavazos, City Manager Printed Name and Title Date: I I - / b , 2c913 RECOMMENDED FOR APPROVAL: Edward Raya Executive Director— Personnel Services Agency ATTESR MARIA D. HUIZAR CLERK OF THE COUNCIL / Client Initials Direct Client Services Agreement 9 V9.0-040111 b CONEXIS Human re sumcelvl' HIPAA BUSINESS ASSOCIATE ADDENDUM Direct Client Client Name ("Employer"): City of Santa Ana Date ("Effective Date"): January 1. 2014 This HIPAA BUSINESS ASSOCIATE ADDENDUM (the "Addendum") is entered into by and between Employer in its individual capacity and on behalf of its group health plan(s) ("Plan") administered pursuant to this Agreement and CONEXIS Benefit Administrators, L.P., ("CONEXIS") in its capacity as both the Plan's and Employer's service provider as of the Effective Date. This Addendum is incorporated into and made a part of the Services Agreement between CONEXIS and Employer ("Agreement"). This Agreement is intended to comply with the privacy and administrative simplification requirements set forth in 45 CFR Parts 160, 162, and 164, issued pursuant to the Health Insurance Portability and Accountability Act of 1996, Public Law 104-191 ("HIPAA"). Both Employer and CONEXIS acknowledge that the Plan and Employer are separate and distinct entities and that CONEXIS may perform services both on behalf of the Plan and also on behalf of Employer in its capacity as Plan sponsor. CONEXIS is considered a "Business Associate" with respect to services it performs on behalf of the Plan, if any, and an "Agent of Employer" with respect to services it performs on behalf of Employer, if any. This Addendum sets forth the responsibilities of CONEXIS in its capacity as a Business Associate, as required by 45 CFR § 164.504(e)(1) and in its capacity as Agent of Employer, as required by 45 CFR § 164.504(f)(2)(ii)(B). CONEXIS recognizes that in the course of performing some of the services, it will have access to, create, and/or receive from the Plan Protected Health Information ("PHI"). For purposes herein, PHI shall be limited to the information created or received from the Plan or on the Plan's behalf by CONEXIS. Whenever used in this Addendum, 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 Addendum, but not defined herein, shall have the same meaning, as those terms are defined in HIPAA. If there is a conflict between the Agreement and this Addendum with regard to the subject matter herein, this Addendum controls. I. Definitions For purposes of this Agreement: "Designated Record Set" will have the same meaning given to the term "designated record set" in 45 CFR §164.501. "Electronic Data Interchange Rule" shall mean the rules regarding standard transactions and code sets set forth in 45 C.F.R. Parts 160, 162 and 164, as may thereafter be amended. "Group Health Plan" will have the same meaning as the term "group health plan" in 45 CFR § 160.103. "Individual" will have the same meaning as the term "individual" in 45 CFR §160.103 and will include a person who qualifies as a personal representative in accordance with 45 CFR §164.502(g). "Privacy Breach" will have the same meaning as "Breach" set forth in 45 CFR §164.402. "Privacy Rule" will mean the Standards for Privacy of Individually Identifiable Health Information in 45 CFR Part 160 and Part 164, Subparts A and E. "Protected Health Information" or "PHI" will have the same meaning as the term "protected health information" in 45 CFR §160.103, limited to the information created or received by CONEXIS from or on behalf of the Plan. "Required by Law" will have the same meaning as the term "required by law" in 45 CFR § 164.103. "Se cretarty" will mean the Secretary of the Department of Health and Human Services or his designee. Y// w, C CONEXIS Initials Client Initials Direct Client Services Agreement 10 V9.0-040111 N. CONEXIS human rosovrc viuf "Security Incident" will have the same meaning as the term "security incident" in 45 CFR § 164.304 "Security Rule" will mean the Security Standards for the Protection of Electronic Protected Health Information in 45 CFR § 164.302 at seq. "Unsecured Protected Health Information" or "Unsecured PHI" will have the same meaning as the term "Unsecured Protected Health Information" in 45 C.F.R. 164.402. II. Confidentiality At all times, both during and after the termination of its relationship with the Employer for any reason, CONEXIS will not use or disclose PHI in any manner whatsoever, except as otherwise permitted by this Addendum. III. Permitted Uses and Disclosures of Business Associate. (a) Except as otherwise limited in this Addendum, CONEXIS may use or disclose PHI, provided that such use or disclosure of PHI would not violate the Privacy Rule, as follows: (a) as permitted or required in this Addendum and in the Agreement; (b) as otherwise permitted by the Privacy Rule; (c) as Required by Law; (d) for the proper management and administration of CONEXIS; (e) to fulfill any present or future legal responsibilities of CONEXIS; (f) for Data Aggregation services to the Plan (as defined in 45 CFR § 164.501); or (g) any use and disclosure of PHI that has been de -identified in accordance with 45 CFR § 164.514. (b) CONEXIS agrees to document any disclosures of PHI and the information related to such disclosures to respond to an accounting of disclosures of PHI if requested by the Plan in accordance with 45 CFR §164.528, and to provide such documentation to the Plan as it may request from time to time. (c) In the event that CONEXIS maintains PHI in a Designated Record Set, CONEXIS agrees to provide access to such PHI that it maintains in a Designated Record Set to the Individual to whom the PHI relates in accordance with 45 CFR § 164.524. Furthermore, at the reasonable request of the Plan, CONEXIS agrees to make amendments to PHI that it maintains in a Designated Record Set as directed by the Plan and to reasonably incorporate any amendments to PHI in accordance with 45 CFR § 164.526. (d) CONEXIS may disclose PHI to its agents or subcontractors with a bona fide need to know such PHI, but only if, prior to such disclosure, such agents or subcontractors provide reasonable assurances that they will agree to substantially the same restrictions and conditions that apply to CONEXIS with respect to such PHI, including electronic PHI. (e) CONEXIS may disclose the PHI revealed to it by the Plan if and to the extent that such disclosure is required by law or court order or as otherwise permitted by law. Further, CONEXIS agrees to make its internal practices, books, and records, including policies and procedures, relating to the use and disclosure of PHI received from, or created or received by CONEXIS on behalf of the Plan available to the Secretary, as requested by the Plan or designated by the Secretary, for purposes of the Secretary determining the Plan's compliance with the Privacy Rule. (f) In accordance with 45 CFR §164.520, and to the extent that such a limitation may affect the Business Associate's use or disclosure of PHI, Employer, acting on behalf of the Plan, agrees to notify CONEXIS of any limitation(s) in the notice of privacy practices required by the Privacy Rules, including, without limitation, any changes in or revocation of permission by an Individual to use or disclose PHI. Employer, acting on behalf of the Plan, also agrees to notify CONEXIS of any restriction to the use or disclosure of PHI that Employer has agreed to in accordance with 45 CFR § 164.522, to the extent that such restriction may affect CONEXIS' use or disclosure of PHI. Employer acknowledges and agrees that CONEXIS is not bound by any such restrictions that impact CONEXIS' use or disclosure of PHI to the extent such restrictions are not otherwise required by the HIPAA Privacy Rules and CONEXIS has not consented to such restrictions in advance. CONEXIS agrees not to unreasonably withhold consent. (g) CONEXIS agrees to take steps to implement safeguards that reasonably and appropriately protect the confidentiality, integrity and availability of electronic PHI maintained by CONEXIS on behalf of the Plan. CONEXIS will report to the Plan's designated representative any use or disclosure of PHI otherwise than as provided by this Agreement, including any Security Incident, as soon as reasonably possible of becoming aware of such use or disclosure. As of the Compliance Date of 42 U.S.C. § 17931 and the regulations issued thereunder, CONEXIS agrees to comply with the Security Rule requirements set forth in 45 C.F.R. §§ 164.308, 164.310, 164.312, and 164.316.ln addition, CONEXIS hereby agrees that it shall report to the Plan's designated representative, without unreasonable delay, but not CONEXIS Initials I ClienInitials Direct Client Services Agreement 11 V9.0-040111 M CONEXIS huan resaurcePuF longer than 30 days following its discovery of any incident that, in CONEXIS' reasonable determination', constitutes a Privacy Breach of Unsecured PHI. CONEXIS shall provide such notice to the Plan's designated representative in accordance with 45 CFR 164.410 of the Breach Notification Rules, subject to the law enforcement delay set forth in 45 CFR 164.412. In addition, CONEXIS may, in its sole discretion, provide any of the following notices of any incident that constitutes a Privacy Breach for which CONEXIS is required to provide notice to the Plan's designated representative as set forth herein: (i) notice to affected individuals, including any substitute notice as necessary in accordance with 45 CFR 164.404 (ii) if required (and the to the extent permitted under applicable law), immediate notice to the Secretary of the Department of Health and Human Services ("HHS"), including maintaining a log or other documentation of Privacy Breaches to be provided to the Secretary on an annual basis in accordance with 45 CFR 164.408 and (iii) if required, notice to a media outlet in accordance with 45 CFR 164.406. (h) Notice to Plan and Employer. (i) Immediately following execution of this Addendum, Employer will provide CONEXIS with written notice identifying the Plan's and the Employer's designated representative for purposes of receiving notices required by CONEXIS under this Addendum. (ii) Employer agrees to provide prompt written notice to CONEXIS of any changes to the names or positions of employees identified by Employer as a designated representative of the Employer and/or the Plan. CONEXIS shall have no duty to inquire whether the list of Designated Persons is accurate. (iii) Employer shall indemnify and hold CONEXIS, its employees, agents and Affiliates harmless for any and all liability CONEXIS may incur as a result of any improper use or disclosure of PHI by Employer or a designated representative. (i) To the extent applicable, CONEXIS, the Employer and the Plan agree to comply with the provisions of the Electronic Data Interchange Rule with respect to PHI disclosed by the parties. IV. CONEXIS acting as Agent of the Employer The following services are performed by CONEXIS as an agent of the Employer and not on behalf of the Plan: • Services that facilitate and report the enrollment and disenrollment of employees and their eligible dependents in the Plan. • Services that facilitate the payment of premiums under the Group Health Plan. The Parties acknowledge that information created or received by CONEXIS in its capacity as agent of the employer is not PHI and is not subject to the HIPAA Privacy Rule, Electronic Data Interchange Rule, and Security Rule. Any such information received by CONEXIS as agent of the employer shall be deemed confidential information subject to the terms and conditions of confidentiality set forth in the Agreement. V. Term/Termination (a) Term. This Addendum shall continue until the Agreement is terminated or as set forth herein. (b) Termination for Cause. Upon a Party's knowledge of a material breach of this Addendum by the other Party, the non -breaching Party shall either: (i) Provide an opportunity for the breaching Party to cure the breach within 30 days or, if longer, such other reasonable period of time, or end the violation and terminate this Addendum and, where necessary, the Agreement between the parties with respect to the services if the breaching Party does not cure the breach as set forth herein; or (ii) Immediately terminate this Addendum and, where necessary, the Agreement if the breaching Party has breached a material term of this Agreement and cure is not possible; or (ii) If neither termination nor cure is feasible, the non -breaching Party shall report the violation to the Secretary. (c) Effect of Termination. Upon termination of this Addendum, for any reason, CONEXIS shall return or destroy all PHI received from Employer and/or the Plan, or created or received by CONEXIS on behalf of the Plan, except to the extent determined infeasible as set forth herein. This provision shall also apply to PHI that is in the possession of subcontractors or agents of CONEXIS. In the event that CONEXIS reasonably determines that returning or destroying the PHI is infeasible, CONEXIS shall provide of the conditions that make return or destruction infeasible. In the event that CONEXIS determines that return or destruction of the PHI is infeasible, CONEXIS will continue to extend the protections of this Agreement to such PHI and limit further uses and disclosures of such PHI to those purposes that make the return or destruction infeasible. r (� r Client Initials Direct Client Services Agreement 12 V9.0-040111 a CONEXIS human resoarc elu l° CONEXIS- ADMINISTRATIVE SERVICES AGREEMENT FEE APPENDIX — Schedule of Selected Service Charges and Fees Business Name: City of Santa Ana This Fee Appendix — Schedule of Service Fees is incorporated into and made a part of the Service Agreement ("Agreement'). If there is a conflict between this Fee Appendix and the Agreement, the Agreement controls. DIRECT BILL SERVICES Item Contract Initial by Code Description Fee Client to ACcep Please initial next to all pricing items agreed to in the "Initialed by Client" column. Direct Bill Services D80D6 Direct Bill Implementation / Set-up Fee Included D1098 Fixed Rate Per Direct Bill Participant $4.00 D5467 Direct Bill Past Due Notice Included Service Fee Guarantee Period: January 1, 2014 through December 31, 2016 Client Authorized Signature: L/// Date: Name and Title: David Cavazos City Manage CONEXIS Signature: Lam- � Date: I Eva Boucher, CCEP VP and Chief Compliance Officer ATTE$r `_�'Av A%� MARIA O. HUIZAR CLERK OF THE COUNCIL Direct Bill Service Appendix 1 V2.0-010108 Direct Bill Client Profile Employer Information Company Name: DBA (Doing Business As) Federal Tax ID Number - FEIN City of Santa Ana 95-6000785 Address 20 Civic Center Plaza M-34, P.O. Box 1988 M-34 CityState Zip Santa Ana CA 92702-1988 Employee/Direct Bill Counts Number of Employees Eligible for Number of Eligible Employees as Number of Employees Covered by Number of Current Direct Bill Benefits: of (date): Benefits: Continuants: 301 11/14/2013 301 139 Business Rules Direct Billing will include (check all that apply) ® Retiree ® Surviving Souse ❑ Leave of Absence(including LTD&STD ❑ Other What is the payment grace period? How many days after the payment grace period before participants (All premiums are due the first of the month) are cancelled? (payment deadline) ❑ 30 days from due date ❑ 60 days from due date ® Other 10 ❑ 30 days ® 60 days ❑ 90 days ❑ Other days How will cancellations be processed? ❑ Automatic (The CONEXIS system cancels participants if they have not paid by the deadline date) ® Manual (Participants are canceled manually by request of the client. Should CONEXIS mail cancellation letters to participants? ® Yes ❑ No HIPAA Authorized Contact List for Direct Bill Services The following Named Contacts List identifies all individuals to whom CONEXIS may provide protected health information (PHI) in the performance of its duties as set forth in the Confidentiality Exhibit of the Administrative Services Agreement. All individuals requiring access to the CONEXIS Web site must be included on the list below or access to the CONEXIS Web Site will not be granted. Contact Name Title Property Phone E-mail Web Access Affiliation Benefits ORead Only 2 Update ❑ No Access Kathleen Crook Supervisor 714 647 - 6967 kcrook Santa-ana.or Personnel []Read Only ® Update ❑ No Access Norma Buckley Specialist 714 647 - 5443 nbuckley@santa-ana.org Personnel ❑Read Only ® Update ❑ No Access Itzia Carvajal Specialist 714 647 - 5474 icarvpjal@santa-ana.org Payroll []Read Only ® Update ❑ No Access Systems Haney Mostafa Analyst 1714 647-5490 hmostafa Santa-ana.or []Read Only ❑ Update -El -No Access []Read Only ❑ Update El No Access []Read Only ❑ Update ❑ No Access Direct Bill Premiums Which contact person listed above is the recipient of the monthly Direct Bill premiums? Kathleen Crook, Benefits Supervisor — Form Name�1-M/ee�t Title - Phone Number Crook—Benefits Supervisor (714) 647 - 6967 ""� WORDA-1 OP ID: GK ac"Ro CERTIFICATE OF LIABILITY INSURANCE DA 0412 9/20 1 3V) 04128,/2013 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(les) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endomement(s). PRODUCER Brakke-Schafnitz Ins. Brokers Phone: 949.365.5100 License#0428915 Fax:949-365.5161 28202 Cabot Road, Suite 600 Laguna Nigguel, CA 92677-1251 CONTACT "AME; Gabriella Kaufman _ _ wco"N 5",949.365-5102 ale No:949-313-3260 E- AIL — —v ADDRea : gka@sig.Us ' INSURER(S) AFFORDING COVERAGE_ NAICB Gabriella Kaufman INSURER A: Gre at American E&S Ins Cc _ INSURED Word and Brown Insurance Administrators, Inc. (See NOTES for complete _ INSURER B:Lan{lmark American Ins Company - _ COMMERCIAL GENERAL LIABILITY X CLAIMS-MAOE [—A OCCUR ---- INSURER c:Tra yeiers Casualty & Surety ---- INSURER o: Hartford Fire Ins Co 19682 Schedule of Named Insureds) 721 South Parker, Suite 300 -- -- Orange, CA 92868 INSURER E: INSURER F: TER2099617 04/3D/2013 COVERAGES CERTIFICATE NUMBER: I REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED, NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTCT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POL CIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS, fNSR TYPE OF INSURANCE AUTHORQED REPE ENTATIVE POLICY NUMBER MM �pY E FII M LOO/ YYY LIMITS GENERAL LIABILITY EACH OCCURRENCE $ 10,000,000 _ COMMERCIAL GENERAL LIABILITY X CLAIMS-MAOE [—A OCCUR -15ANiAACE"f0-RENT---_.,.— PREMISES. Ea occurrence $ MED EXP Any one person) $ A X Prof Liab(E&O) TER2099617 04/3D/2013 04/30/2014 PERSONAL& ADV INJURY $ Cyber Liability _Included GENERAL AGGREGATE $__ 10,000,_00.0_ C LOYS20889 04/30/2013 04/30/2014 AGGREGATE LIMIT APPLIES PER'.. _ PRODUCTS - COMP/OP AGO $ I�X IGEN'L POLICYPRQ 71 LOC E&O Ded. $V 100,000 AUTOMOBILE LIABILITY COMBINED SINGLE LMIT _+— — Ea aeeltlen0 $ ANY AUTOBODILY INJURY (Per person) It ALL OWNED SCHOEDULED NON -OWNED' HIRED AUTOS AUTOS '{� OV.moi �^ BODILY INJURY (Per accident) $ PROPER DA ACE $ i^ hPeraccldentl_ $ a...H UMBRELLA LIAR OCCUR ��VV 30sev, ttoru• EACH OCCURRENCE $ AGGREGATE $ — EXCESS LIAB CLAIMS -MADE 99t5titldt O ty DED RETENTION$ $ WORKERS COMPENSATION AND EMPLOYERS'LIABILITY YIN ANY PROPRIETORIPARTNERIEXECUTNE❑ EXCLUDED?— (Mandatory In NH) [NIE.L. ORY ETATU- OTH- LIMITS EACH ACCIDENTOFFICERNEMBER E.L. DISEASE - EA EMPLOYE $__ E.L.DISEA$E-POLICY LIMIT $ " yea, daSTel111e under DESCRIPTIONOF OPERATIONS below C Crime/Fidelity 105606504 04/29120,13 04/29/2014 Limit 5,000,00 D Third Party Crime 00TP027583413 04/29/2013 04/2912014 Ded. 50,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES IAtlach ADDED 101, Additlonal Remarks Schedule, If more sPw9,s,a is requlmd) All Agents and Brokers are included for coverage under the Professional Liability coverage. See Notes for .Additional Coverages and Excesls Cyber Liab Thirty Day Notice of Cancellation/10 days for non-payment of premium will. be provided to policyholder. rrPTIFICATF HOi nFR CANCELLATION INFORON SHOULD ANYI'OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE FOR INFORMATION PURPOSES ONLY THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORQED REPE ENTATIVE O 9$88-2010 ACORD CORPORATION. All rights reserved. ACORD 26 (2010105) The ACORD name and logo are registered marks of ACORD WORDA-1 NOTEPAD INSURED'$ NAME Word and Brown Insurance j OP ID: GK lamed Insured Endorsement: VORD & BROWN INSURANCE ADMINISTRATORS, INC. (95-3161239), )BA -St WORD AND BROWN, WORD & BROWN GENERAL AGENCY, CONTRACTOR'S CHOICE, 1RET, COMPRO, HOURS BANK; COERAPRO, FLEXPRO; =ICE ADMINISTRATORS INSURANCE SERVICES, INC. (33-0115986),] PREVIOUSLY (NOWN AS CHOICE ADMINISTRATORS, INC. PREVIOUSLY KNOWN AS CALIFORNIA 7HOICE BENEFITS ADMINISTRATORS, INC.; 39NEFITS ALLIANCE.COM, INC., BENEFITS ALLIANCE, LLC, )BA'S: BENEFITS ALLIANCE, CALIFORNIA CHOICE BENEFITS ADMINISTRATORS, INC., )ALCHOICE, CAL CHOICE, CHOICE ADMINISTRATORS; CHOICE ADMINDTRATORS, INC..; 'ONEXIS BENEFITS ADMINISTRATORS, LP (20-0198855); CONEXIS, INC. (20-0198922); CONEXIS, LLC (57-1184423) )BA'S: CONEXIS, CONEXIS BENEFITS ADMINISTRATORS, COMP LINK, COMPLINK, :OBRAPRO, FLEXPRO; QORE BENEFITS. MORE CHOICE., LLC (26-3752210); 1EALTHCOMPARE INSURANCE SERVICES, INC. AKA: OBE INSURANCE 3ERVICES, INC. (26-3577117), TORN WORD, DBA: OMEGA INSURANCE SERVICES; RE: FIDELITY ONLYe', 2UOTIT CORPORATION; WORD & BROWN 401(K) PROFIT SHARING PLANT BER LIABILITY COVERAGE/LIMITS/DEDUCTIBLES: Technology and Professional ,000,000 each claim/$5,000,000 aggregate/$150,000 Deductible Media Activities 1000,000 each claim/$5,000,000 aggregate//$150,000 Deductible Network Security And Privacy ,000,000 each claim/$5,000,000 aggregate/$150,000 Deductible gulatory Sublimit ,000,000 each reg. claim/$5,000,000 reg. aggregate/$150,00;0 Deductible Privacy Breach ,000,000 each event/$5,000,000 aggregate/$150,000 Deductible Data Assets Breach ,000,000 each event/$5,000,000 aggregate/$150,000 Deductible Cyber Extortion ,000,000 each event/$5,000,000 aggregate/$0 Deductible mbined Policy Aggregate: $5,000,000 - Retro Date: 09/20/17. fense Costs are within the Limits of Liability 000,000 Excess Liability provided by Great American Policy #TRE2099617 nbined Policy Aggregate of $10,000,000 except F. Cyber Extortion ME/FIDELITY COVERAGE'Se Fidelity Employee Theft $5,000,000/$50,000 Ded. ERISA Fidelity $5,000,000/$0 Ded. Employee Theft of Client Property - Not Covered (See Third Party Crime Forgery or Alteration $5,000,000/$50,000 Ded. On Premises $5,000,000/$50,000 Dad. In Transit $5,000,000/$50,000 Ded. Claim Expense $5,000/$0 Ded. Money Orders and Counterfeit Money $5,000,000/$50,000 Ded. Computer Crime Computer Fraud $5,000,000/$50,000 Ded. Computer Program and Electronic Data Restoration Expense $100,000/$50,0 Funds Transfer Fraud $5,0001000/$501000 Ded. Personal Accounts Protection Personal Accounts Forgery or Alteration $1,000,000/$50,000 Ded. Identity Fraud Expense Reimbursement $25,000/$0 Ded. Claim Expense $5,000/$0 Ded. PAGE 2 DATE 04129/13 N zc�14 - ®per CERTIFICATE OF LIABILITY INSURANCE 12/3112014 1 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW, THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(&), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICA' E HO OLDER, IMPORTANT: If the CarSNcete holder Is an ADDITIONAL INSURED, the pollcy(ies) must be endorsed. if SUBROGATION IS WAIVED, subject to the terms and Conditions of the policy, certain policies may require an endorsement. A statement on this cartHICete does not confer rights to the Certificate holder In lieu of such endorsemen s . I PRODUCER WITH RESPECT TO WHICH THIS NnMSp Solomon Woodruff -Sawyer & Co. 50 California Street, Floor 12 HEREIN IS SUBJECT TO ALL THE TERMS, ......Stacy PHONE 495.391.2141 r PAX 415.980.9923 lar Nn,Ean ., WD,NR1;, „ Francisco CA 94111 E Mqa solornon Wsandco corn ADDRESs..�_ s� _. ._.__._�. - __ .- pOLIditr.F PbucYEkV i _ LIMITS INSURER{3J AFFOROINO COVERAGE ,, j NR190 , _. ............... INSURERA:LIO ds of London - Beazley,. y_ INSURED WAGEINC-01 EA4'b OCCVRRChCC S INSURERS: WageWorks, Inc. N"A01 POR NTFD PR[MSF${f, M+..rr o1 $ INSURPRC_ 1100 Park Place I I _ .AP San Mateo CA 94403 PERSONAL B AOV INJURY _ t $ _. PER GEN'L AGGREGATE LIMIT gPPLIEi LOC ! POLICV ., tGENCRA PROGUCLAODREGATE S TS -COM ATEAGG.f S N/SURERE; INSURED r: OVERAGES CERTIFICATE NUMBP. ' 1918/95911 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LIKED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR .OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, AND CONDITIONS OrPOLICIES LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS ___. _.. _ NaRXCLUSI0N5 TYPE OF INSURANCE - __ .- pOLIditr.F PbucYEkV i _ LIMITS LT 91,__.-- t — OLICYNUMaER IMMDI)mYTI IMMMINYYYYII t COMMERCIAL GENERAL LIABILITY j EA4'b OCCVRRChCC S ! CLAIMS -MADE OCCUR + ISI N"A01 POR NTFD PR[MSF${f, M+..rr o1 $ ; I I _ .AP � I I PERSONAL B AOV INJURY _ t $ _. PER GEN'L AGGREGATE LIMIT gPPLIEi LOC ! POLICV tGENCRA PROGUCLAODREGATE S TS -COM ATEAGG.f S fAUTOMOBILE LIABILITY i {la Af:IlE01j $ _ •ANY AUTO I BODILY INJURY (Per person) I8 '!ALL OWNED 'SCHEDVLED I I i : AUTOS; gt�TO I ! N N WNEU 1 I BODILY INJURY (Per axldenplg HIRED AUi08 I AUTOS I uFOAGR-1'OAMACk i $ _ UMBRELLA UAB _ IOCCUR �9 EACMI OCGURRp'tlGE l $ EXCCLAIMS-MADE� LIARF.YEPRION$ � I- �1 f 1' AGGREGATE S OEDESa S ANDEMPL COMPENSATION .NO EMPLOYERS UABILITV YINI + f l Ftk I OTi t RTATUTr Eii— j 11JYPROPREYOA_aVnNErL!%{CUYV}E "" Or-FIC i NIAj EL EACH ACCIDENT S IMandamry nNN)I I � i ' i E 1, DISEASE. EA EMPLOYEE S 'U os. desul6e untr `� SCR;PTIgPE'.RATIOR W. I I I E.L DISEASE - POLICY LIMIT { $ A 'EDam&Omisslona VV1204115 40i U'IR015 iMl2G1n jAgOR+tate Llmlt $10,000,000 I ( I ilRcatRntinn: 5250,000 DESCRIPTION OF OPERATIONS I LOCATIONS (VEHICLES (ACORD In. AddHo al RemadaSchedule. maybe aRachad If merespace Is regWrenl Issued for Evidence of Insurance Purposes Oniy CERTIFICATE HOLDER CANCELLATION 091090.2014 ACORD CORPORATION. All rights reserved. ACORD 26 (2014101) The ACORD name and logo are registered marks of ACORD SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN WageWOrks, Inc. ACCORDANCE WITH THE POLICY PROVISIONS. 1100 Park Place San Mateo CA 94403 AUTHORIZED REPRESENTATIVE .(��nrr—. 091090.2014 ACORD CORPORATION. All rights reserved. ACORD 26 (2014101) The ACORD name and logo are registered marks of ACORD ,j ,C)) 5 - QO5' AccaRca EVIDENCE OF PROPERTY INSURANCE DAT6IM vvi �..."'- 12/31//20192014 THIS EVIDENCE OF PROPERTY INSURANCE IS ISSUE AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE ADDITIONAL INTEREST NAMED BELOW. THIS EVIDEN E DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THS EVIDENCE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE ADDITIONAL INTEREST. A(lENCY ... •IM,' 41 391 2141 COMPANY Wcrldrafa-Sawyer & :PraveleY.s Property Casualty Company of America eCo.t, Floor 12 EO Carancisco Idrl Francisco CA 93111 CA 9.11, IAIG tl9L.._8801Omonft.andc.o Ci)R _.... _�_. FAX 415 IBI 9923 AMAILDDRE99 „ .._-,. ._,.._,_ _ CODE: _ �.8Ua CODE: AUSO ACMINC-01, CUSTOMER IDXW INSURED LOAN NUMBER I POLICY NUMBER Waga.Works, Inc. j6305C0E9598 1100 Park Place — San Mateo CA 9440:3 '., EFFECTIVEDATb EXPIRATION DATE CON IINUEU UNTIL qt./C1/2D I5 tI1f E1f201$ �TERMINATED IF CHPCRF.D i.., _ ., .......,... I, THIS REPLACES PRIgR F.VID6NGE DATED: PROPERTY INFORMATION LOCATIONI06saUPTION THE POLICIES OF INSURANCE LISTED BELOW HAVE a EN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED, NOTWITHSTANDING ANY REQUIREMENT, TERM OR CON (TION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS EVIDENCE OF PROPERTY INSURANCE MAY BE ISSUED 0 MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRISED HEREIN IS SUBJECT TOALL THE TERMS, EXCLUSIONS AND CONDITI NS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS, COVERAGE INFORMATION COVERAGE I PERILS FORMS AMOUNTOFINSUR,INCE1 DEDUCTIBLE Business Personal Property $32,034,120 ($2, 5DO Business lnr Fme & Extra Expcnce $5,000,000 124 Mourn - Special Form / Replacement foot i I REMARKS (Including 5 acial Conditions issued for Evidence of Insurance Purposes Only _. CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLtCIEBE DELIVERED IN ACCORDANCE WITH THE POLICY PROVI;ONS. CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE ADDITIONAL INTEREST _ .................._,r. NAME AND ADDRESS _,__. _.. ._.....�..__ � !lAORtOAGEE � ADDITIONAL INSURED e... t WageLLSSPAYEE 1,100 Orkn, Inc.anIOANA L100 Plage __. ., .... _... . isenPark Snn. Mateo CA 34403 i AUT�HO�RjIZED�(A�EP�0.E,BE,NTATIVE ACORD 27 (2009/12) ©1993.2009 ACORD CORPORATION. All rights reserved. The ACORD na a and logo are registered marks of ACORD N - Ji o0c; hj- 'an10_003 ACOR®® CERTIFICATE OF LIABILITY INSURANCE t,,,.,..-/ CATE(MMIDDIYI'YY) 1112012015 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ,�,IN�{Iy�IJUERO, X,IUP,HRRIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(les) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this r{0i$toe9'r�'tl,•rfer to the certificate holder in lieu of such endorsement(s). PRODUCERRequest ABD Insurance & Financial Services 3 Waters Park Drive, Suite 100 San Mateo, CA 94403 www.theabdteam.com CONTACT -•�-'-'- "'- NAME: Cart Re uest PHONE FAX No Ex 650-488-8565 AC No: EAIC -MAIL ADDRESS: CertRe uest theabdteam.com INSURERS AFFORDING COVERAGE NAIC If INSURER A: Travelers Property Casualty Co of Amer 25674 INSURED WarWorks, Inc. 1100 Park Place 4th Floor San Mateo CA 94403 INSURER B: Underwriters at Lloyd INSURER C: INSURER C: INSURER E NSURER F: COVFRAnPR CERTIFICATE NIIMRFR- 97ROk'l7R REVISION NUMRFR- THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. HIER R TYPE OF INSURANCE AOOL SUER POLICY NUMBER POLICY EFF POLICY LIMITS A r COMMERCIAL GENERAL LIABILITY CLAIMS -MADE 121 OCCUR 63060059695 -TIL -15 1/1/2015 1/1/2016 EACH OCCURRENCE $ 1,000,000 AMAGE TO RENTED PREMSES(E. occurrence)$ 1,000,000 MED EXP (Any one person) $ 10,000 PERSONAL B ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: ✓ POLICY PRO- ❑ LOC ECT OTHER: GENERAL AGGREGATE $ 2,000,000 PRODUCTS-COMP/OP AGG $ 2,000,000 $ A AUTOMOBILE ✓ LIABILITY ANYAUTO ALL OWNED SCHEDULED AUTOS AUTOS NON -OWNED HIRED AUTOS ✓ AUTOS BA 6CO74489-15 1/1/2015 1/1/2016 EO BINEDtSINGLE LIMIT $ 1,000000 BODILY INJURY (Per person) $ BODILY INJURY (Par accident) $ PROPERTY DAMAGE Per accident $ $ A ,� UMBRELLA LIAR EXCESS UAB ✓ OCCUR CLAIMS -MADE CUP 6CO59695-TIL-15 1/1/2015 1/1/2016 EACH OCCURRENCE $ 15,000,000 AGGREGATE $ 15,000,000 DED RETENTION$ $ A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPMETORIPARTNEPoEXECUTIVE YIN OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DE SCRIPTION OF OPERATIONS below NIA HJ U B6C24989-6-15 1/1/2015 1/1/2016 �/ STATUTE 0TH E.L. EACH ACCIDENT $ 1,000,000 E, L. DISEASE - EA EMPLOYEE $ 1,000,000 E. L. DISEASE -POLICY LIMIT $ 1,000,000 B Errors&Omissions - Primary W12341150401 1/1/2015 1/1/2016 $10,000,000 Each Claim/Aggregate DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if m e is required) Evidence of Insurance. c 01 CFRTIFICATF_ HOI-n FR CANCELLATION Evidence Ot Insurance. SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE Rod Sockolov �'""•" ©1988.2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014/01) The ACORD name and logo are registered marks of ACORD 27395375 115-16 EEO I Nelson Schscffcmoe,es 111/20/2015 3:16:22 PM (PST) I Page 1 of 1