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HomeMy WebLinkAboutES06-113 - Original - LifeWise Administrators, Inc. - Cobra Administrator Service Agreement - 01/01/2006 IBM- Records Man-a' gerneft KENT Document WRSHINGTOH CONTRACT COVER SHEET This is to be completed by the Contract Manager prior to submission to City Clerks Office. All portions are to be completed, if you have questions, please contact City Clerks Office. Vendor Name: L-1 FtA0 0QI . PQ A%M I45FRAZ SA/endor Number: JD Edwards Number Contract Number: This is assigned by Deputy City Clerk Description: OOLCREC`1 , CD99A f- !�N Detail: N.CAS Project Name: Contract Effective Date: 1 -01•©(o Termination Date: WA Contract Renewal Notice (Days): Number of days required notice for termination or renewal or amendment Contract Manager: . . , Department: G.J• Abstract: S Pubhc\RecordsManagement\Forms\ContractCover\ADCL7832 07/02 LJFEWISE ADMINISTRATORS COBRA SERVICE AGREEMENT BETWEEN LIFEWISE ADMINISTRATORS, INC. AND CITY OF KENT This Agreement is effective January 1,2006(the"Effective Date"), by and between the group named above (hereinafter referred to as the"Plan Sponsor"),and LifeWise Administrators, Inc (hereinafter referred to as the "COBRA Administrator"or"we,""us,"or"our") WHEREAS, the Plan Sponsor offers a Plan to Covered Employees and is required by COBRA to offer COBRA Continuation Coverage to Covered Employees and Dependents who are Qualified Beneficiaries as defined in COBRA, and WHEREAS, COBRA Administrator is a third party administrator that offers a range of COBRA Continuation Services, and WHEREAS,the Plan Sponsor desires to engage the COBRA Administrator to provide certain COBRA Continuation Services("Selected Services")for the Plan, NOW THEREFORE, in consideration of the mutual covenants and conditions as contained herein the parties hereto agree to the provisions in this Agreement, including any Attachments and endorsements thereto. The parties below have signed as duly authorized officers and have hereby executed this Agreement. If this Agreement is not signed and returned to the COBRA Administrator within sixty(60) days of its delivery to the Plan Sponsor or its agent, the COBRA Administrator will assume the Plan Sponsor's concurrence and the Plan Sponsor will be bound by its terms IN WITNESS WHEREOF the parties hereto sign their names as duly authorized officers and have executed this Agreement. CITY OF KENT By: JU2/zu Date: ^2 V�O Its t-(YIFILQ`f S Rat j)tRbcTo{z. Address: aab- -L4 - � S. 1cer-NT, LA�)R 'R LIFEWISE ADMINISTRATORS, INC. By. h�a,�U� —Bad Date: Karen Bartlett President P O Box 21325 Seattle,WA 98111 City of Kent COBRA(02-2006) 1018212 SECTION I DEFINITIONS Applicable Premium Unless modified by the Internal Revenue Code or regulations promulgated thereunder,with respect to any period of COBRA Continuation Coverage of a Qualified Beneficiary,the cost to the Plan of the coverage for similarly situated beneficiaries with respect to whom a Qualifying Event has not occurred for such period (without regard to whether such cost is paid by the Plan Sponsor or the Covered Employee) COBRA Title X of the Federal Consolidated Omnibus Budget Reconciliation Act(PL 99-272)codified at 26 U S.0§4980b,29 U S C§1161 et seq , and 42 U S C§§ 300bb-1 et seq and as currently amended, including applicable regulations. COBRA Continuation Coverage. Coverage under the Plan for a Covered Employee or Dependent who has incurred a Qualifying Event which, as of the time such coverage is provided, is identical to the coverage provided under the Plan for similarly situated beneficiaries under the Plan who have not incurred a Qualifying Event COBRA Member A Qualified Beneficiary or, if applicable under the Plan, a dependent of a Qualified Beneficiary, who is enrolled in COBRA Continuation Coverage. Covered Employee. Any individual who is(or was) provided coverage under the Plan by virtue of the performance of services by the individual for the Plan Sponsor and who meets the Plan's eligibility requirements for the duration of such coverage Dependent. Any individual who is(or was)eligible and provided coverage under the Plan by virtue of a familial relationship to a current or former Covered Employee and who meets the Plan's eligibility requirements for the duration of such coverage. Qualified Beneficiary. A Covered Employee or Dependent who meets the requirements set by COBRA for qualified beneficiaries in current COBRA regulations If the Plan allows domestic partners and their children to be eligible for COBRA Continuation Coverage, a domestic partner of a Covered Employee or the child of such a domestic partner is also considered to be a Qualified Beneficiary under the Plan if such person meets all Qualified Beneficiary requirements set by COBRA and was covered as a Dependent under the Plan on the day before the Qualifying Event occurred Qualifying Event Any of the following events which occurs while the Plan is subject to COBRA and, but for the COBRA Continuation Coverage requirements, would result in the loss of coverage, as defined by current COBRA regulations, of a Qualified Beneficiary under the Plan within a period following the event that is not greater than the maximum COBRA Coverage period set for such events • The death of the Covered Employee. • The termination (other than by reason of the Covered Employee's gross misconduct), or reduction of hours of a Covered Employee's employment • The divorce or legal separation of the Covered Employee from the Covered Employee's spouse. • If the Plan allows domestic partners and their children to be eligible for COBRA Continuation Coverage, the termination of the domestic partnership between a Covered Employee and the Covered Employee's domestic partner • The Covered Employee becoming entitled to Medicare benefits under Title XVIII of the Social Security Act. City of Kent Page 2 COBRA t02-2006t 1018212 • A Dependent who is a child ceasing to be a dependent child under the generally applicable requirements of the Plan • With respect to a Covered Employee who is covered under the Plan as a retiree, a proceeding in a case under Title 11, United States Code,with respect to the Plan Sponsor Plan The group health plan established and maintained by the Plan Sponsor,which provides health care benefits to Covered Employees and Dependents. Plan Sponsor The employer,association, organization, or other entity named as a party to this Agreement, "Plan Sponsor"includes any affiliates or subsidiaries that provide coverage under the Plan. Selected Services. The actual COBRA Continuation Services purchased by the Plan Sponsor and shown in Section 11 SECTION II DUTIES AND RESPONSIBILITIES OF THE COBRA ADMINISTRATOR. 201 The COBRA Administrator agrees to begin administration for all of the Selected Services listed below, including those COBRA Members, on the Effective Date Any actions taken by another administrator prior to the Effective Date are not the responsibility of the COBRA Administrator. 202 Notification Letters • End of Eligibility Notice The COBRA Administrator shall send an End of Eligibility/Conversion option letter to the Qualified Beneficiary 90 days before the maximum COBRA Continuation Coverage period is to end This letter shall notify the Qualified Beneficiary of the date that the maximum COBRA Continuation Coverage period expires If conversion to an individual health plan is generally available under the Plan, the letter shall also notify the Qualified Beneficiary that a Conversion option is available and refer the Qualified Beneficiary to the issuer of the Plan for details When requested by the Plan Sponsor, the notice shall be sent certified mail and return receipt requested • Termination Notice In accordance with COBRA requirements,the COBRA administrator shall send a termination letter to each Qualified Beneficiary after COBRA Continuation Coverage ends for any reason When requested by the Plan Sponsor, the notice shall be sent certified mad and return receipt requested • Second Qualifying Event Ineligibility Notice When the COBRA Administrator receives a notice of a possible second Qualifying Event from a COBRA Member, but COBRA standards have not been met and COBRA Continuation Coverage is not available,the COBRA Administrator shall notify the members that COBRA Continuation Coverage is not available in accordance with COBRA requirements All other notices of ineligibility for COBRA shall be the sole responsibility of the Plan Sponsor When requested by the Plan Sponsor,the notice shall be sent certified mad and return receipt requested. 203 Billing and Premium Collection. • The COBRA Administrator shall directly bill and collect an amount not to exceed 102%of the Applicable Premium specified by the Plan Sponsor from COBRA Members. In the case of a COBRA Member who is continuing coverage for the additional eleven (11)months of the twenty-nine (29) month disability COBRA City of Kent Page 3 COBRA(02-2006) 1018212 coverage period,the COBRA Administrator shall, at the Plan Sponsor's request, directly bill and collect from such COBRA Member an amount not to exceed 150%of the Applicable Premium. • The payment of the first Applicable Premium by a Qualified Beneficiary must be made within forty-five(45)days after the date that such Qualified Beneficiary elects COBRA Continuation Coverage • Applicable Premiums received by the COBRA Administrator shall be deposited by the COBRA Administrator in an account established for such purpose Each calendar month, the COBRA Administrator shall send the Plan Sponsor or to its insurance carrier or other recipient, as designated by the Plan Sponsor, a check in the aggregate amount of the Applicable Premium obtained during that month However, the COBRA Administrator shall retain the amount set forth in Attachment A in partial payment for its services under this Agreement The COBRA administrator shall send notices of premium shortfalls to Qualified Beneficiaries as required by COBRA 2.04 Enrollment of New Dependents. In accordance with the Plan's provisions that allow Covered Employees to enroll newly acquired family members as Dependents,the COBRA Administrator shall enroll new dependents acquired by Qualified Beneficiaries in COBRA Continuation Coverage The COBRA Administrator shall accept enrollment applications and Applicable Premium payments for such dependents from the Plan Sponsor or,when directed by the Plan Sponsor, directly from Qualified Beneficiaries. Such added family members shall not be Qualified Beneficiaries or have the rights of Qualified Beneficiaries unless such rights are provided by COBRA 205 Customer Seance The COBRA Administrator shall provide customer service Monday through Friday between the hours of 8 30 AM and 4 30 P M Pacific Standard Time or Daylight Savings Time, as appropriate, with holidays excepted 2.06 Reports. Within the first ten (10)working days of each calendar month, the COBRA Administrator shall send to the Plan Sponsor, or its designated agent, a report setting forth those COBRA Members who have enrolled in, paid Applicable Premiums for or terminated COBRA Continuation Coverage during that specific reporting period SECTION III DUTIES AND RESPONSIBILITIES OF THE PLAN SPONSOR. 301 Notification Requirement and Fiduciary Duty The Plan Sponsor retains the responsibility for all notices and disclosures to Covered Employees and Dependents that are required by COBRA, as well as the responsibility for calculation and collection of premiums for COBRA Continuation Coverage For purposes of federal laws and regulations(including COBRA and regulations thereunder)that place responsibilities directly on a"Plan Administrator,"the Plan Sponsor remains the Plan Administrator and retains any and all fiduciary liability The Plan Sponsor's delegation of some or all of the duties required by COBRA to the COBRA Administrator in this Agreement does not relieve the Plan Sponsor of the responsibility or liability for administrative duties required under applicable law and regulation of the Plan, the Plan Sponsor, or the Plan Administrator 3.02 COBRA Member Cancellation. The Plan Sponsor must notify the COBRA Administrator at any time that the Plan Sponsor determines that a COBRA Member's COBRA Continuation Coverage should be cancelled prior to the expiration of the City of Kent Page 4 COBRA(02-2006) 1018212 maximum COBRA Continuation Coverage period Such notice must include the reason for the cancellation and the date COBRA Continuation Coverage must end. 303 Premium Payments Except as set forth in Paragraph 2.03 and 2 04 with respect to the COBRA Administrator's collection of Applicable Premiums from COBRA Members for COBRA Continuation Coverage,the Plan Sponsor shall continue to be responsible for the collection of Covered Employee contributions, where applicable, and payment of any and all premiums required by any insurance companies under the Plan, all Covered Employee contributions and payments required by the self- insured portion of the Plan, if any, and all other responsibilities of the Plan Sponsor or Plan Administrator under the Plan including payment of any and all fees 304 Fees. In exchange for the Selected Services provided by the COBRA Administrator hereunder, the Plan Sponsor agrees to pay the COBRA Administrator in accordance with the Fee Schedule set forth in Attachment A The COBRA Administrator may be entitled to other compensation for additional services rendered by the COBRA Administrator from time to time, as mutually agreed upon by the COBRA Administrator and the Plan Sponsor 3.05 Plan Sponsor Notification of Qualifying Event. Except as stated in 3.06 below,the Plan Sponsor shall notify the COBRA Administrator in writing as soon as possible but in no event later than thirty(30)days of a Qualifying Event. • The Plan Sponsor's notice to the COBRA Administrator shall include the following information- a. Name,address, telephone number, date of birth, social security number,sex and marital status of each Qualified Beneficiary, b. Type of Qualifying Event, including the date of the Qualifying Event, c Type of coverage(medical,vision,dental, FSA); d. Category of COBRA Continuation coverage(for example, employee only, employee and spouse,employee and child, employee, spouse and child, spouse only or child only), e. Name of each Plan subject to COBRA Continuation Coverage(this includes the name of the insurer for an insured plan. The Plan Sponsor is responsible to notify the COBRA Administrator when COBRA Continuation Coverage should start This information must be included as part of the Qualifying Event notice if it has not been previously provided to the COBRA Administrator. 306 Notification From Qualified Beneficiaries • The Plan Sponsor is responsible for notifying Covered Employees and Dependents as required by COBRA that the Covered Employee or affected Dependents must notify the COBRA Administrator when a Qualifying Event described below occurs f Divorce or legal separation of a Covered Employee and Spouse g A child's loss of Dependent status under the Plan City of Kent Page 5 COBRA(02-2006) 1018212 The Plan Sponsor's notice shall also require the Covered Employee or affected Qualified Beneficiary to include with their notice of the above Qualifying Events any determinations of disability of a Qualified Beneficiary. • The Plan Sponsor's notices to Covered Employees and Dependents above in this Section 3 06 shall describe the specific procedures and time limits required by COBRA for such notification and explain the consequences if the Covered Employee or Qualified beneficiary does not provide the notice as directed within the COBRA time limits • The Plan Sponsor's notices shall require that Covered Employee or Qualified Beneficiary shall furnish to the COBRA Administrator the date of the Qualifying Event, the information in Section 3 05 a for each affected family member,and the information in Section 3 05 c and 3 05 e If the COBRA Administrator needs additional information from the Plan Sponsor in order to send the Qualifying Event Election Notice, the Plan Sponsor shall provide the information promptly upon request from the COBRA Administrator. • If a Covered Employee or Dependent requests COBRA Continuation Coverage, but COBRA's standards have not been met and so COBRA Continued Coverage is not available, the Plan Sponsor is responsible to notify the requester of this decision as required by COBRA SECTION IV TERM AND TERMINATION. 4.01 Initial Term and Automatic Renewal The initial term of this Agreement shall be one year beginning on the Effective Date Unless terminated as provided in this Section or amended pursuant to Section 5, this Agreement shall automatically renew for additional one-year terms upon the same terms and conditions as stated in this Agreement 402 Termination Events. This Agreement may be terminated for the following reasons: • Material Breach Either party may terminate this Agreement in the event of a material breach of the Agreement by the other party, but only if the breach is not cured within twenty(20)days after the non-breaching party provides written notice to the breaching party stating the substance of the breach • Sixty(60)Days Notice. After the expiration of the initial term, either party may terminate this Agreement at any time, effective as of the last day of any calendar month, by giving the other party sixty(60)days'prior written notice of termination • Force Maieure. Suspension and Termination. If loss of services is caused by,or if either party is unable to perform any of its obligations under this Agreement or to enjoy any of its benefits because of, natural disaster, action or decrees of governmental bodies or communication failure not the fault of the affected party, the loss or failure shall not be deemed a breach The party who has been so affected shall immediately give written notice to the other party and shall do everything reasonably possible to resume performance Upon receipt of such notice, all obligations under this Agreement shall be immediately suspended If the period of nonperformance exceeds thirty(30)days from the receipt of the written notice, the party whose performance has not been so affected may,as its sole remedy, terminate this Agreement by written notice to the other party City of Kent Page 6 COBRA(02-2005) 1018212 403 Automatic Termination. This agreement will automatically terminate,without the need for further notice, upon the occurrence of any of the following. • Payment Default If the Plan Sponsor, or its designated agent, defaults in payment of any amount owed to the COBRA Administrator pursuant to this Agreement, and the default has not been cured within ten (10)days after the COBRA Administrator provides written notice of the default • Illegality or Insolvency If performance by either party becomes unlawful,or if either party becomes insolvent or makes a general assignment for the benefit of creditor,files a voluntary petition in bankruptcy, or suffers or permits the appointment of a receiver for its business or assets or the filing of an involuntary petition for bankruptcy which is not dismissed within sixty(60)days 4.04 Effect of Termination In the event this Agreement is terminated, the Plan Sponsor agrees to pay all fees, commitments and obligations owed to the COBRA Administrator by the Plan Sponsor for services performed through the effective date of the termination In addition, in the event of termination, it is recognized and understood that any hard copies of records pertaining to the billing and collecting of Applicable Premiums shall be and remain the property of the Plan Sponsor and shall, upon request, be delivered to them Notwithstanding the foregoing, however, all systems, software, procedural manuals, and administrative routines pertaining to the services provided by the COBRA Administrator hereunder shall be and remain the property of the COBRA Administrator. SECTION V AMENDMENTS. 501 Amendment Effective at End of Term Subject to Paragraph 4 01 above, the terms and conditions of this Agreement, the Selected Services and Fee Schedule shown in Attachment A are in effect for twelve (12)months beginning on the Effective Date Either party shall notify the other party in writing sixty(60)days prior to the automatic renewal date of the Agreement of any proposed amendments in the terms, conditions and/or Fee Schedule In order to become effective, the amendment must be writing and signed by both parties To the extent that any conflict wises between the terms and conditions stated in an amendment and those of this Agreement, the provisions of the amendment shall control. 502 Amendment Required by Change in Law The Plan Sponsor acknowledges that the Selected Services and the Fee Schedule provided in Attachment A are based upon the laws governing COBRA as they exist on the Effective Date of this Agreement. The Plan Sponsor also acknowledges that a change in the law may require the COBRA Administrator to expand the Selected Services provided, or in the event the Plan Sponsor requires the COBRA Administrator to alter services provided because of such law change, an amendment agreed to both parties shall be executed within thirty(30) days of the effective date of the law change Such amendment shall include a revised fee schedule if required. SECTION VI LIMITATION OF LIABILITY For any breach of its obligations hereunder, the liability of the COBRA Administrator shall be limited to the amount of the fees paid to the COBRA Administrator during that one-year term. The COBRA Administrator shall not be liable to Plan Sponsor for any punitive, treble, consequential, incidental, indirect or special damages regardless of the form of action,whether in contract, tort, breach of warranty or otherwise City of Kent Page 7 COBRA(02-2006) 1018212 SECTION VII INDEMNIFICATION AND HOLD HARMLESS. Each party agrees to indemnify, defend and hold harmless the other, and its agents and employees,from and against any and all claim, liability or expense, including, without limitation, legal fees and other costs, incurred in connection with claims arising from the gross negligence of its agents or employees regarding the performance or failure to perform its obligations under this Agreement Further,the Plan Sponsor indemnifies and holds the COBRA Administrator harmless from and against, any liability,damages or costs whatsoever(a)with respect to any tax attributes of the Plan, including without limitation the deductibility of premiums or other Plan Sponsor expenses in connection therewith and the exclusion,from the income of any person, of any benefits or payments in connection therewith, and any excise or other taxes that may be imposed as a result of the Plan's failure to meet the requirements of COBRA, and(b)with respect to any and all claims for coverage or benefits under the Plan, including without limitation, COBRA Continuation Coverage SECTION VIII RELATIONSHIP OF THE PARTIES. The COBRA Administrator is and shall remain an independent contractor with respect to the services being performed pursuant to this Agreement and shall not for any purpose be deemed an agent of the Plan Sponsor The COBRA Administrator and the Plan Sponsor shall not be deemed partners,joint venturers, or be governed by any legal relationship other than that of an independent contractor The COBRA Administrator does not, pursuant to this Agreement, assume any responsibility for the general policy direction of the Plan maintained by the Plan Sponsor for its employees, their spouses and dependents, the adequacy of the Plan's funding, or any act of omission or breach of duty by the Plan Sponsor. These responsibilities remain those of the Plan Sponsor The COBRA Administrator is not in anyway to be deemed an insurer, underwriter, or guarantor with respect to any benefits payable under the Plan The COBRA Administrator is not responsible for and makes no representations or warranties as to the tax attributes of the Plan The COBRA Administrator shall not be deemed a fiduciary under the Plan or the Plan Administrator. SECTION IX GENERAL PROVISIONS. 9.01 Notices All notices required to be given under this Agreement shall be given in writing and delivered by registered or certified mail, return receipt requested, postage prepaid 902 Waiver. No term or provision of this Agreement shall be deemed waived and no breach excused, unless the waiver or consent shall be in writing and signed by the party claimed to have waived or consented. Any consent by a party or waiver of a breach by the other party,whether express or implied, shall not constitute a consent to, waiver of, or excuse for any different or subsequent breach 903 Third Party Rights This Agreement is between the COBRA Administrator and the Plan Sponsor and does not create any rights or legal relationships between the COBRA Administrator and any participant or beneficiary in the Plan 904 Successors and Assigns The provisions of this Agreement and obligations arising hereunder shalt extend to, be binding upon, and inure to the benefit of the successors and assigns of the parties hereto City of Kent Page 8 COBRA(02-2006) 1018212 9.05 Assignment. Neither party shall assign its rights and obligations under this Agreement without the prior written consent of the other party 906 Governing Law. This Agreement shall be performed, construed and interpreted in accordance with the laws of the state of Washington 907 Jurisdiction and Venue Plan Sponsor consents to personal jurisdiction and agrees that, in the event of any claim hereunder, all judicial proceedings shall be brought in the Superior Court of King County located in Seattle,Washington. 908 Trademarks The COBRA Administrator reserves the right to, the control of, and the use of the words"LifeWise Administrators, Inc"and all symbols, trademarks and service marks existing or hereafter established The Plan Sponsor shall not use such words, symbols, trademarks or service marks in advertising, promotional materials, materials supplied to COBRA Members, Covered Employees, and Dependents or otherwise without the COBRA Administrator's prior written consent which shall not be unreasonably withheld 9.09 Headings The headings of the various sections of this Agreement are inserted merely for the purpose of convenience and do not, expressly or by implication, limit, define or extend the specific terms of the section so designated. 910 Entire Agreement This Agreement(together with all Attachments hereto)contains the entire agreement between the parties relation to the rights granted and the obligations assumed by this Agreement Any prior agreements, promises, negotiations, or representations relating to the subject matter of this Agreement not expressly set forth in this Agreement are of no force or effect The following attach to and become part of the body of this Agreement and they are herein incorporated by reference Attachment A—Selected Services and Fee Schedule Attachment B—Business Associate Agreement City of Kent Page 9 COBRA(02--01e06) 1018212 ATTACHMENT A Selected Services and Fee Schedule Effective January 1, 2006 Plan Sponsor has selected the following services to be rendered by the COBRA Administrator as described in detail in Section 2 SELECTED SERVICES The COBRA Administrator shall provide the following Selected Services: • Other letters pursuant to the Plan Sponsor's written request (See Section 2.02 in this Agreement for more information ) • End of Eligibility/Conversion Option letters to be printed on the COBRA Administrator's letterhead. (See Section 2 02 in this Agreement for more information ) • Billing and premium collection • Full customer service • Standard reporting FEE SCHEDULE: In addition to the fees outlined below, the COBRA Administrator shall retain an amount equal to two per cent(2%) of the Applicable Premium collected for each COBRA Member as an administration fee Monthly Administration Fee(single carrier, $135 per month single employer location) Billing and Premium Collection $10 50 per active employee Letters End of Eligibility/Conversion Option Letter $13 per letter Additional Charges As Required Applications, Billings, or Invoicing for More $50 per month for each additional carrier Than one Carrier City of Kent COBRA(02-2006) 1018212 (ATTACHMENT B) (Business Associate Agreement) City of Kent COBRA(02-2005) 1018212