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HomeMy WebLinkAbout2015-363-E HR - Flores & Associates, LLC - Medical Reimbursement and Dependent Care Assistance Claim Administration Agreement DocuSign Envelope ID: EA6C45CD-7691-43D8-B939-A4300A7DD233 u m0�"muorvm �"Nimi N, ICI p�Gm �uo �qW [��IeAUb Spending Account Adimi hiistiradve Seirvii ces it poi ORANGE COUNTY Flares & Associates, LLC 1213 S. Church Street Charlotte, NC 23203 300-532-3327 www.flores-associetes.com u����ry''m'nimrvoioum!� DocuSign Envelope ID: EA6C45CD-7691-43D8-B939-A4300A7DD233 Company Flores&Associates, LLC was founded in 1986 to provide Human Resources consulting services such as compensation, benefits and selection to a broad cross section of small to mid-sized companies throughout the Southeast.The company has evolved over the last twenty years from its Human Resources consulting roots into a national leader in the field of Benefit Administration. Driven by our mission to achieve customer satisfaction and to gain expertise and improve our core competencies, Flores has been uniquely transformed from a generalist organization into a specialty services firm focused on employee reimbursement programs. Our goal is to meet the needs of our clients by combining proactive service with leading edge technology. Long before the buzzwords of 13213 (business-to-business) and 132E (business-to- employee)were circulated, Flores developed web-based services as part of our commitment to service excellence and in response to client feedback. In our quest for solutions through the use of innovative technology and in partnership with our clients, Flores continues to improve our browser- based systems.The bottom line is that we are in to results not buzzwords. We offer fully-developed, easy to use, interactive systems - not marketing shells. Our mission continues to be complete client satisfaction, and our 99%client retention rate is confirmation that we are on the right path. Today, we have developed a national client base that numbers over 900 companies headquartered in over 33 states serving employees in all 50 states and several foreign countries through the use of our innovative technology.The services that we have developed and implemented for our clients cover the spectrum of Benefits Management and Communication. a I u. a�n a�m,mo � flo M u Imo 111111 .,. 1111 �II�a�Nl�uu�li�\I��i I.uuu �i ��\11�us1111��N� ��\I N�I�i.ITV til Ni N 11� � 1�@ 1p� II ".�fl0 �flll�ihAO 'V t. V ihA� 1 iini�u➢ flll,�1 ��a. �fl0 '.V.�hA� I \\ 111..1;111.111 � .INI 111N 1u u a a In selecting Flores &Associates,you will be dealing with a firm dedicated to results. ORANGE COUNTY 2 Flores DocuSign Envelope ID: EA6C45CD-7691-43D8-B939-A4300A7DD233 IIIIG° VIII Surnmary Objective To implement and maintain the Section 125 Flexible Spending Account Plan for ORANGE COUNTY, Flores will educate and enroll the employees, gather the necessary data to set up the pre-tax deductions for the payroll system, perform all discrimination testing, claims processing, account reimbursement, and prepare the appropriate tax reporting information. Implementation Procedure & Ongoing Administration An implementation and pay period update outline is found within this proposal. From the time the engagement is awarded,the outline will describe in detail the steps to be taken to implement and maintain the plan. Based on the analysis of the information provided to Flores by ORANGE COUNTY, a timetable will be established to properly implement the plan by the effective date. Professional Fees Flores' professional fee for the services rendered to ORANGE COUNTY in this proposal will be as indicated in the Professional Fees section of the proposal. Professional fees are guaranteed for a five (5) year period upon acceptance of this proposal. We will render a billing for the first month's administration once the plan has been implemented for the plan year. Subsequent monthly administration fees will be billed at the beginning of each month. In the event that this contract is canceled or postponed prior to the end of a respective plan year,we will bill ORANGE COUNTY the remainder of the contract rate for that plan year. ORANGE COUNTY 3 Mores DocuSign Envelope ID: EA6C45CD-7691-43D8-B939-A4300A7DD233 SerVtes IIIIG° l Section 125 Flexible Spending Account Administration The Flores &Associates Section 125 Flexible Spending Account Administration service offers you and your employees a way to save money on out-of-pocket medical expenses and dependent care expenses. Flores will provide a turnkey installation of this service, handling all employee introductions, enrollment and tracking of accounts. This monthly service is offered to ORANGE COUNTY on a highly cost effective basis. Employee Introduction Flores will provide your employees an online webinar if requested on the Section 125 Flexible Spending Account Plan to include all applicable components. Your employees will receive detailed information about how each account works and we will walk them through the enrollment information step by step. They will be encouraged to ask specific questions to ensure all participants understand how the plan can benefit them. Account Set-up/Discrimination Testing Flores will gather the necessary data from your company and completely set up your account. We will also perform all discrimination testing to ensure your plan is in compliance with IRS regulations and regular testing after additions/deletions have been made to the plan. Monthly Account Administration and Compliance Reporting Flores will provide the employer with all necessary forms including payroll notification forms, reimbursement forms, and status change forms. The employer will be responsible for making these forms available to their employees and notifying their payroll department or their outside payroll service of the necessary deductions. The company will send Flores an electronic direct debit for the aggregate medical spending and dependent care withholdings each pay period along with a complete payroll deduction file on a pre- determined basis (see Implementation Procedures & Pay Period Updates section). Flores will deposit these funds into a flex reimbursement account (First Citizens Bank &Trust, Charlotte, Account#0131375875) and then reimburse any employee claims on a pre-determined schedule (on-demand basis for Dependent Care and daily, weekly or biweekly for Medical Spending). All employee reimbursement checks will be mailed to the employee's home or will be deposited via direct deposit into the employee's checking or savings account and will be accompanied by an updated balance of their account. ORANGE COUNTY 4 Flores DocuSign Envelope ID: EA6C45CD-7691-43D8-B939-A4300A7DD233 SerVtes IIIIG°°� liiii (Catvt Sixty(60) days before the plan year end, the plan participants will receive a statement reflecting the amount remaining in their account. Additionally, through the Flores247 internet access system, the employees will be provided with a direct toll free line to access their account status. Information available through these systems includes: current balances, total yearly allocation, ending claim status, paid claims history, and funds remaining for the current plan year. At the end of the plan year the company will receive an end of the year recap and refund check for any amounts not spent by the employees, if one is due. Flores will also provide you with the appropriate schedule C for to include in your IRS 5500 form (if applicable) reflecting your plan year Flexible Benefit financial information by the scheduled due date. At the end of each plan year Flores will establish with the employer an open enrollment cycle for the upcoming plan year. During this time the employees may re-enroll using the Flores247 internet access system, client interface or manually by completing an OCR enrollment form. Internet Based Flores247 System Our dynamic internet based Flores247 system (www.flores247.com)will serve as a complete Flex Information Center for both the participant and the client administrator. It includes the following features: r Client r r / rr i .....� ��.� � .✓ /iii/ riii.... /////,,,. astsstsstsstsstsstsstsstsstsstsstsstssssiis � r i,.. //, + Real time interface for report generation from the internal Flores system + View transactions including deposits, covering amounts,and reassignments to company plan r r r r r o oo oos Status chap-...e, termination, nd enrollment capability on a real time bads Individual and+com an p Y related information access and reporting tier r � � >I � irrrrrrr�rrrrrrrrrrrrrrrrr,,,,,rrr capability Update corporate,contact information real time W View;download reviousl completed p y p. 55001's or 5,500 provided information • Download copies of Plan Documents and Summary Plan Description View.:Idownload discrimination testing results Global PIN access ORANGE COUNTY 5 Mores DocuSign Envelope ID: EA6C45CD-7691-43D8-B939-A4300A7DD233 F]Iares' Facts Flores is a recognized national leader in Flexible Spending Account Administration. Our goal is to meet the evolving needs of our clients by combining pro-active customer service with leading edge technology. How do we stack up with other administrators? Please compare the services offered by Flores which are included in our base fees—at no additional charges. Client Benefits • Turnkey FSA installation including employee communication/videos and enrollment materials • Enrollment meetings conducted by Flores via webcast • Electronic data exchange with client payroll confirming contribution dollars • Automatic direct debit of reimbursed funds and/or payroll contributions • Accounting integrity using the proven Flores Transfer and Exception reporting process • Reimbursements released according to predetermined schedule (weekly or bi-weekly) • Direct Deposit of reimbursements or checks mailed directly to participant's homes • On-line and on-demand reporting for clients via Flores247.com site • Dedicated account manager whose name appears on all correspondence to participants • Toll-free technical support for clients • Flores E-News including Legislative Updates and Technical Updates • Non-discrimination testing services included to assure compliance • End of Year Financial Recap report and information necessary for the Client to prepare the annual 5500 report • Benny debit card available as additional reimbursement option • Claims accepted via US mail,toll-free fax,or secure website upload • Daily claims processing • Guaranteed 24-hour claim adjudication turn-around-time Easy Flores 24/7 System • Internet enrollment option available at no additional charge • E-mail receipts and notices to participants throughout claim process—Flores E-Status • 24/7 access to account information including pending claim status • Customized pre-populated downloadable forms on Flores247.com internet site • Toll-free customer service line to access account manager • End of plan year advanced reminder participant statements generated via e-mail and/or US Mail • On-going employee notification during plan year run-out of open account balance from previous year • End of year Participant Recap available on Flores247.com site Flores Credibility • Proven track record of Service Excellence;99%yearly retention rate • National Leader; serving clients in 33 states and participants in all 50 states and internationally • Our clients say..."Customer service from the entire Flores staff is awesome"; "as always,feedback is coming in on how our employees are so pleased with Flores!" ORANGE COUNTY 6 Flores DocuSign Envelope ID: EA6C45CD-7691-43D8-B939-A4300A7DD233 VIIliiii IIIIG°°� IIIIG'° IIIIG'° l Updates Initial Enrollment • Flores provides the company with enrollment materials or conducts employee meetings via webcast to specifically explain the program. • Employees make their elections and direct deposit authorization through the use of Flores provided OCR forms or through an automated means of enrollment selected by the company. • All forms are collected by the company contact and compiled into a spreadsheet provided by Flores, and returned to the dedicated Account Manager.The client may also choose to enter enrollment data directly to the Flores system via the administrator access site. Flores will provide the company with a current reduction listing based on the enrollment forms or file received for verification. • Company updates their payroll system with new salary reductions or Flores will provide a file containing the reductions to populate the payroll system to begin the plan year. Pay Cycle Updates • Flores provides company with file layout(see attached)to transfer per pay period deduction information. • 48 hours prior to pay period, company will transfer pay cycle file to Flores via FTP (files transferred via the internet should be compressed with pkzip using an encryption key). • Flores loads the data into the Flexible Benefit system. • Company sends a wire transfer notification to Flores to indicate the total funds that have been transferred. • If the amount from the wire transfer notification matches the total from the file transfer, the pay cycle amounts are posted to the employee accounts. If the amounts do not match, the contact person at the company is notified and the discrepancy resolved. • A transfer report indicating the amount posted to each participant's account is printed and faxed/e- mailed to the contact person. • Flores a-mails an exception report to the contact person indicating any participants whose pay cycle contribution received from the file transfer differs from the amount shown on the participant's elected pay cycle amount (update termination's, new hires and status changes). • Using the exception report, the contact person determines the reason for the anomalies and returns the annotated report to Flores for posting. • This process is repeated each pay period. The data transfer contact at Flores is Darrell Sullivan and he can be reached at (704)335-8211. ORANGE COUNTY 7 Flores DocuSign Envelope ID: EA6C45CD-7691-43D8-B939-A4300A7DD233 IIF" IIFiii VIII III Field Pic Length Employee ID (possibly SSN/EIN etc.) 999999999 9 Last Name X(25) 25 First Name X(15) 15 Address Line 1 X(30) 30 Address Line 2 X(30) 30 City X(20) 20 State X(2) 2 Zip X(9) 9 * Pay Frequency X(1) 1 ** MRA Per Pay Period Amount 9999V99 6 MRA Annual Amount 99999V99 7 ** DCRA Per Pay Period Amount 9999V99 6 DCRA Annual Amount 99999V99 7 ** QTE Per Pay Period Amount 9999V99 6 QTE Annual Amount 99999V99 7 Date Entered MRA YYYYMMDD 8 Date Left MRA YYYYMMDD 8 Date Entered DCRA YYYYMMDD 8 Date Left DCRA YYYYMMDD 8 Date Entered QTE YYYYMMDD 8 Date Left QTE YYYYMMDD 8 ***MRA Actual Deduction 9999V99 6 ***DCRA Actual Deduction 9999V99 6 ***QTE Actual Deduction 9999V99 6 HSA Enrollment (U/N) X(1) 1 Debit Card Useage (U/N) X(1) 1 Record Length 248 * Pay Frequency Values: B—Bi-Weekly,W—Weekly,S—Semi-Monthly, M—Monthly If you have more than one pay group of the same frequency (e.g. you have two different bi-weekly runs so that you are paying employees on alternate weeks) please contact us to setup a code for each pay group. ** The amount to be taken out each paycheck (This is the amount enrolled, not necessarily the actual deduction) ***The amount that was actually taken out of the participant's pay check for this payroll run The filename should be the group's prefix,followed by.Yxx. The xx should be replaced with a serial number from 01 to 99 which indicates which file this I for the current plan year. ORANGE COUNTY 8 Flores DocuSign Envelope ID: EA6C45CD-7691-43D8-B939-A4300A7DD233 FSA IIIIG'°Iay Cydb IIII Bill VIII IIIIF ti Field Pic Length Employee ID Number 999999999 9 Last Name X(25) 25 First Name X(15) 15 Address Line 1 X(30) 30 Address Line 2 X(30) 30 City X(20) 20 State X(2) 2 Zip X(9) 9 * PayFrequency X(1) 1 MRA Amount Withheld 9999V99 7 DCRA Amount Withheld 9999V99 7 HireDate (YYYYMMDD) 99999999 8 Term Date (YYYYMMDD) 99999999 8 ** Premium 99999V99 7 ** Premium 99999V99 7 ** Premium 99999V99 7 ** Premium 99999V99 7 ** Premium 99999V99 7 ** Premium 99999V99 7 ** Premium 99999V99 7 ** Company Location 9999 4 * Record Length 224 * Pay Frequency Values: B - Bi-Weekly, W-Weekly S-Semi-Monthly, M—Monthly ** Please indicate a name for each premium *** A 4 digit code indicating the location or division where the employee is employed. ORANGE COUNTY 9 Flores DocuSign Envelope ID: EA6C45CD-7691-43D8-B939-A4300A7DD233 I I4e raUII es III Illh° IIII'° rticiIpants • Dedicated Account Manager. You will enjoy a relationship with the same person based in Charlotte,NC for implementation AND • Dedicated Account Manager.Participants come to know the continuous FSA Administration.Yes...the same person you come to assigned individual responsible for excellent customer know from the start service for their company. Calls and a-mails to and from the • Flores Team Structure. Your Account Manager will receive support dedicated account manager ensuring a personalized level of from their team who is trained on the details of your specific plan so service. you can depend upon accurate,prompt,and reliable service in the • Claims accepted via US mail,toll-free fax,secure website event your dedicated Account Manager is out of the office upload or E-receipt mobile app • FSA Implementation Checklist that will allow your dedicated Account • Reimbursements released according to predetermined Manager to guide you through a quick implementation schedule(weekly, bi-weekly,or daily) • On-line and on-demand reporting for clients via the Flores247.com site • Direct Deposit of reimbursements or checks mailed directly • E-mail confirmations and notices to participants throughout claim to participant's homes process—Flores E-Status • Benny debit card available as additional reimbursement • Toll-free technical support for clients and customer service line to option directly access Account Manager,without the hassle of a phone tree • 24/7 access to account information including pending claim Monday-Friday 8:30AM-5:0013M.All calls answered with live voice. status through Flores e-Receipts Mobile App,toll-free voice • Accounting integrity using the proven Flores Transfer and Exception service and password-protected Internet Access System reporting process • Guaranteed Daily claims processing with 24/7 access to account information including pending claim status • Turnkey FSA installation including employee communication/videos . End of plan year advanced reminders generated via e-mail and enrollment materials and/or US Mail;with reminders being sent via email bi- • Optional enrollment meetings conducted by Flores personnel onsite or weekly until the claims filing deadline to those with a via webcast upon client request balance remaining • Electronic data exchange with client payroll confirming contribution • End of year Participant Recap available on Flores247.com dollars site • Automatic direct debit of reimbursed funds and/or payroll contributions • Internet enrollment option available at no additional charge utilizing Flores fsaenroll.com • Data transfer file formats will be provided to transfer enrollment and/or ongoing eligibility data • FSA Administration Guide in PDF format: Step by Step instructions for using the Administrator web portal. This document will also be saved in the document section of the web portal. The Guide outlines the proper steps for managing your FSA and maximizing the value of the reporting tools • Client Administrator web conference tutorial for current administrative web portal users and future staff. • Flores E-News including Legislative Updates and Technical Updates • End of Year Financial Recap report and information necessary for the Client to prepare the annual 5500 report • All end of year processing methods are included: Standard Run-Out, 2.5 Month Grace Period or$500 Rollover • Standard Non-discrimination testing services included to assure compliance Section 125,25%Key Concentration,Section 129,55%Avg. Benefit,and Section 129,more than 5%Owners Concentration ORANGE COUNTY 10 Flores DocuSign Envelope ID: EA6C45CD-7691-43D8-B939-A4300A7DD233 VaVIII ue, SerVites, wtW IIIIG'° liiii liiii ° Sunrnary Implementation Fee(One-Time) N/C Administrative Fee(Per Participant per Month Including Debit Card) $4.50 Participant may have one or both accounts(MRA/Limited FSA and/or DCRA) Note: 5%of the annual Medical FSA election amounts will be required as pre funding to begin a debit card reimbursement relationship. Monthly Minimum Billing Requirement $150.00 ✓ Open Enrollment Materials and Plan Set Up Included ✓ Client choice of multiple data transfer or input methods Included ✓ Nondiscrimination Testing performed on an annual basis and as required Included ✓ Check Issuance or Direct deposit of Employee Reimbursement Funds Included ✓ Weekly Balance Reports provided to management via E-status protocol Included ✓ Robust flores247.com Flex Information Center and Te/eFLEX IVR System Included ✓ Reminder participant statements provided to all participants Included with positive balances in their accounts via e-mail or US Mail ✓ Multiple Open Enrollment options available including electronic Included (www.fsaenroll.com),spreadsheet or file upload ✓ End of Year Participant Statements available via Flex Information Center Included ✓ End of Year Company Financial recap report and 5500 Year End Information Included ✓ Flores"No-Wait" Dependent Care process requires only one claim/year Included ✓ Participant and Client Administrator web portals for real-time account access Included ✓ Weekly and monthly e-mail reporting to designated client contacts Included ✓ Participants with e-mail addresses on file receive E-status confirmations for Included claims receipt,claims adjudication,claims rejection, reimbursements,and reminders for end of plan year details ✓ Electronic storage of plan documents,forms,articles and videos Included ✓ Downloadable, bar-coded forms with pre-populated participant data Included ✓ Secure on-line claims submission and receipt upload at www.flores247.com Included ✓ Automated Debit Card substantiation reminders entering the on-line account Included ✓ Flores accuracy while following a published reimbursement schedule Included ✓ Annual 5500 Schedule C data provided to preparer following run out period Included ✓ No phone tree...live Account Managers and Operations Specialists Included ✓ Dedicated Account Manager based in Charlotte, NC Included Other Possible Service Fees • Relationship Termination/Cancellation Fee None with 60 days notice • Custom Data Interface Rare,customer quote • Paper Enrollment in the second and subsequent years Rare,$2.00 per participant • Most use electronic www.fsoenroll.com at no charge • Annual re-enrollment kits(hard copy) $0.35 each Most use the re-enrollment kit pdf option at no charge luniiitiiia if accepted ORANGE COUNTY 11 Flores DocuSign Envelope ID: EA6C45CD-7691-43D8-B939-A4300A7DD233 Acceptwtme of Agreemetvt Flores & Associates, LLC is a firm characterized by objectivity, integrity and thoroughness. We will conduct our dealings with ORANGE COUNTY in the most ethical and professional manner possible. All information provided by ORANGE COUNTY to Flores & Associates, LLC will be treated in a confidential manner and will only be used by Flores &Associates, LLC to satisfy performance guarantees. Our goal is to provide ORANGE COUNTY with the highest level and quality of service available. It is our intent to ensure ORANGE COUNTY's satisfaction and to be fair and honorable in our dealings with you. This proposal dated March 19, 2015, with a five (5) year rate guarantee to administer a Flexible Spending Account Plan effective July 1, 2015, was prepared using the information provided to Flores & Associates, LLC by ORANGE COUNTY and Arthur J. Gallagher. The scope of services provided and the pricing of this project were completed using this information as our basis. Acceptance of this proposal as presented to ORANGE COUNTY by Flores & Associates, LLC constitutes a legal contract. All terms and conditions outlined in this proposal are binding. This proposal is valid until June 30, 2015. Mario J. Flores,Jr., President Flores &Associates, LLC 1 AtDocuSigned by: A4 ib FL61(t.S 952E1C3F2FDB40E... Approved by President Title 7/15/2015 Date rev01/2015 ORANGE COUNTY 12 Flores DocuSign Envelope ID: EA6C45CD-7691-43D8-B939-A4300A7DD233 Medical iii Ill iii VIII ii n it Assistance ii nc l i iirns Adr6iii i ° Mi � Agreement lt i THIS MEDICAL REIMBURSEMENT and DEPENDENT CARE ASSISTANCE CLAIMS ADMINISTRATION AGREEMENT(the "Agreement") is made and entered into this day of , 20_ by and between FLORES&ASSOCIATES, LLC ("Flores") and ORANGE COUNTY (the "Company"). STATEMENT OF PURPOSE The Company wants to establish a medical reimbursement plan for its employees under Section 105(b) of the Internal Revenue Code and the Company wants to establish a dependent care assistance plan for its employees under Section 129 of the Internal Revenue Code. Flores is in the business of helping establish employee benefit plans and serving as claims administrator for such plans. Flores has agreed to provide the Company with materials necessary to establish a Medical Reimbursement and Dependent Care Assistance Plan (the "Plan"). Flores has also agreed to help the company install the Plan and to serve as claims administrator for the Plan. NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein,the parties to this Agreement agree to the following: 1. Plan Implementation Services. Flores will provide the Company with the following forms to implement the Plan: (a) Plan Documents; (b) Resolutions for Plan Adoption; (c) Summary Plan Description; (d) Notice to Employees Announcing Plan; (e) Enrollment Forms; (f) Election/Salary Reduction Agreement; and (g) Other Administrative Forms. The Plan Document, Resolutions, and Summary Plan Description are prototype documents and are intended to be reviewed by and completed/edited with the help of the attorney for the Company. The Company shall be responsible for enrolling employees on the Participant Enrollment Forms and having the Election/Salary Reduction Agreements completed. The Company shall furnish copies of such forms and agreements to Flores. ORANGE COUNTY 13 Flores DocuSign Envelope ID: EA6C45CD-7691-43D8-B939-A4300A7DD233 IIViedical IIII"" iii IIII iii iii IIIC .. III .. iii .. hint Care Adrniinistratiuri 2. Claims Administration Services. Flores shall act as claims administrator for the Plan. As such, it shall process and pay reimbursement claims to Plan participants. It shall maintain the necessary records and accounts to operate the Plan. Flores shall prepare and deliver to the Company all reports and returns which are required for the Company to properly report to governmental agencies regarding the Plan. In its role as claims administrator, Flores shall process claims within a framework of policies, rules and interpretations of appropriate governmental agencies for reimbursement of applicable expenses, and within the framework of the Plan documentation as reviewed and approved by the Company. To the extent any claims payment issue is not addressed by an appropriate governmental agency or by Plan documentation, or is unclear, the claims administrator shall act in accordance with instruction of the Company. 3. Company Account. To facilitate claims administration, Flores maintains a master checking account. Within this account it shall maintain a sub-account for the Company(the "Company Account")for all transmittals of Company monies and for reimbursements to participants.The Company shall transmit all Company monies to the Company Account on a timely basis and as requested by Flores. Flores shall use such Company transmittals to reimburse participants for claims. Flores shall keep such records as are necessary to reflect transmittals, disbursements, and account balances attributable to each participant. 4. Claims. All claims for Medical Reimbursements shall be submitted by the participants to Flores in accordance with the instructions. Flores shall pay Medical Reimbursement claims in accordance with instructions provided to participants during enrollment. Flores shall not make any Medical Reimbursement claims payment to a participant if the amount of the aggregate Medical Reimbursement claims exceeds the balance credited to the aggregate participant's accounts in the Company Account. In such event, Flores shall immediately notify the Company of the amount by which the Medical Reimbursement claims exceed the aggregate amount credited to the participant's accounts. The Company shall then transmit such amount to Flores for credit to the participant's account so that the Medical Reimbursement claim can be paid. ORANGE COUNTY 14 Flores DocuSign Envelope ID: EA6C45CD-7691-43D8-B939-A4300A7DD233 IIWledical IIII"" iii IIII iii iii IIIC .. III .. iii .. hint Care Adrniinistratiuri All claims for Dependent Care Assistance reimbursements shall be submitted by the participants to Flores in accordance with the instructions. Flores shall pay Dependent Care Assistance claims in accordance with instructions provided to participants during enrollment. Flores shall not make any Dependent Care Assistance claims payment to a participant if the amount of the Dependent Care Assistance claim exceeds the balance credited on the participant's balance in the Company Account. 5. Forfeitures. If at the end of a Plan Year there is any forfeiture of balances in participants' accounts, the Company shall instruct Flores as to how the forfeited balances are to be applied, provided that such application is in accordance with the Plan's governing instruments.These balances will be returned to the Company at the end of the Claims Run Out period net of any unpaid administration fees. 6. Plan Administration. As Plan Administrator, it will be the Company's responsibility to collect data in preferred method, determine employee contribution limits, have participants make payroll deduction elections, transmit election data, Company monies as requested, and deliver reimbursement checks from Flores to the participants (if required). 7. Fees and Compensation. The Company agrees to compensate Flores for the setup charges upon installation of the Plan. Fees for annual plan administration will be billed on a monthly basis based on the"Current Balance Report". Upon termination of the Administration Agreement,the Company will be responsible for the administration fees billed for the Claims run-out period. Attached is a copy of the Professional Fees and Acceptance Agreement which are included as part of this agreement. 8. Authority. The Company represents herein that the Company is the plan administrator for the Plan and is as such duly authorized to act for the Plan and to engage agents in this capacity to assist in the performance of administrative duties. Flores will not become a fiduciary or a party to the Plan by this Agreement, and will assume only those responsibilities described in this Agreement. The Company understands that Flores does not contract to provide tax or legal advice, and that any responsibility for the preparation, adequacy or validity of any legal documents affecting this Plan will be vested in the attorney retained by the Company or the Plan. ORANGE COUNTY 15 Mores DocuSign Envelope ID: EA6C45CD-7691-43D8-B939-A4300A7DD233 IIWledical IIII"" iii IIII iii iii IIIC .. III .. iii .. hint Care Adrniinistratiuri 9. Information from Company. The Company understands that all services, reports and forms prepared according to the terms of this Agreement will be based on information provided by the Company, and that Flores will incur no responsibility for the performance of such services until and unless such information as it requests is provided. Flores will be entitled to rely fully on the accuracy and completeness of information submitted by the Company, and will have no duty or responsibility to verify such information. The Company remains responsible for verifying all information contained on reporting and disclosure forms prepared by Flores for supplying any data unavailable to Flores but necessary to fully complete those forms, for obtaining any required signatures and for submitting those forms in a timely fashion to the appropriate governmental agency directly. 10. Flores Not a Party to Plan. No provision of this Agreement shall be deemed to make Flores or any entity affiliated with Flores a party to the Plan or a fiduciary of the Plan. The Company agrees to indemnify and hold Flores harmless from and against any and all liability or liabilities, claims, penalties, damages or costs, including attorneys' fees, which Flores may incur arising out of any exercise of discretionary authority by the Company under the Plan, the failure of the Company to furnish Flores with timely, accurate and complete information, failure of Company to transmit monies required pursuant to paragraph 3 of this Agreement and/or the failure to perform any other obligation of Company contemplated by this Agreement. 11. Effective Date. This Agreement shall be effective for the Plan Year beginning July 1, 2015, and shall continue in effect for (5) full plan years and thereafter for subsequent Plan Years unless terminated by either party hereto by sixty (60) days advanced written notice to the other prior to the end of the plan year. 12. Privacy/PHI: Flores acknowledges that it may from time to time it might receive or otherwise have access to certain personally identifying information, including protected health information, of ORANGE COUNTY ' employees. Flores agrees to take appropriate steps to secure this data in a way that will prevent unauthorized disclosure of such data. This includes complying with the policy attached hereto as Exhibit A—Flores Privacy Standards. 13. Governing Law. The parties agree that this Agreement shall be made and entered in the State of North Carolina and the validity, performance, interpretation and effect of this Agreement shall be governed by the laws of the State of North Carolina, regardless of what jurisdiction may be involved with said Agreement. ORANGE COUNTY 16 Mores DocuSign Envelope ID: EA6C45CD-7691-43D8-B939-A4300A7DD233 IIViedical IIII"" iii IIII iii iii IIIC .. III .. iii .. hint Care Adrniinistratiuri 14. Binding Effect. This Agreement shall be binding upon and inure to the benefit of each of the parties hereto, their heirs, successors and assigns. 15. Entire Agreement. This writing is intended by the parties as a final expression of their agreement and as a complete and exclusive statement of its terms. No course of prior dealings between the parties and no usage of trade shall be relevant or admissible to supplement, explain, or vary any of the terms of this Agreement. No other representations, understandings, or agreements have been made or relied upon in the making of this Agreement other than those specifically set forth herein. This Agreement can only be modified in writing and signed by the parties or their duly authorized agents. IN WITNESS WHEREOF, the parties have executed this Agreement on the date and year first above written. FLORES: COMPANY: FLORES &ASSOCIATES, LLC ORANGE COUNTY DocuSigned by: DocuSigned by: '�'I " By: (SEAL) By: (SEAL) Rev 112015 ORANGE COUNTY 17 Flores DocuSign Envelope ID: EA6C45CD-7691-43D8-B939-A4300A7DD233 � �)CERTIFICATE F LIABILITY INSURANCE �2l��io� 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(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 certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Cindy Sherrill CBIA CISR NAM.-: First Citizens Insurance Services PHaNE ;. (704)338-3837 1 FAC N.. (366)578-4503 P O Box 29611 E-MAIL AODRESS:rind y.sherrill @fisstcitizens-coaaL INSURER(S)AFFORDING COVERAGE NAIL# Raleigh NC 27626-0611 INSURERA:Sentinel Ins Co, LTD 11000 INSURED INSURER B:Ha.rtford Ins Co of Midwest 37478 Flores & Associates LLC INSURER c:Federal. Insurance CqTpany 20281 PO Baas 31397 INSURER D: INSURER E Charlotte NC; 28231 INSURER r COVERAGES CERTIFICATE NUMBER:14-15 Master COI 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 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 ANE CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. ENSR I TYPE OF INSURANCE INSR 5U POLICY LTR D POLICY NUMBER MMIGD?YYYY MMDDIYYYY LIMITS GENERAL LIABILITY FACH OCCURRENCE $ 1,000,000 X COMMERCIAL GENERAL LIAB'�LIlY $ DAMAGE TO RENTED 1,000,000 PREMISES Eacccunence A C[AIMS-MA.DF 7X OCCUR X 228BAZG3564 661/2014 6/1,12015 NiFDFXP(Any ore F:erscm) $ 10,000 PERSONAL&r1DVINJURY $ 1,000,000 GENERAL AGGREGATE $ 2,000,000 GEN'L AGGREGATE LIV T APPLES PER. PRODUCTS-COMP OP AGG $ 2,000,000 ----- ------ ----- ------------------------------------------------------------------------ X POLICY F•R.t I_C1C $ AUTOMOBILE LIABILITY COIL NED SINGL.E LIVIT ANY AUTO BODILY'INJURY(Per person) $ All_OLtiNED SCHEDULED BODILY INJURY(Pcr accident) $ AUTOS AUTOS NCJN-DVVKrD PROPERZDAMAGE $ H IRFCI AUTOS AUTOS FP.r acrid©nt X UMBRELLA LIAB OCCUR 28BAZG3564 8/1/2014 8/112015 EACH OCCURRFNCF $ 1,000r Q00 A EXCESSLIAB GLAIMS-MADE AGGREGATE $ 1,000,000 DFD I I RFTFNTON 10,03 $ B WORKERS COMPENSATION X AIC STATU- UTH- AND EMPLOYERS'LIABILITY Y f N ANY PRCPRFTCRlPARFNFWEXFCUT IVF F7N NIA E.L.EACH ACCIDENT $ 500 000 OFI=l CFF2JMEh1ELR EXCLUL`I=6? tY° B�r,g76S6 8j1/2014 8f112015 (Mandarcry in NH) EL FT,,FAaF-FA EPAPLOYE $ .100 000 If yes.describe wider DESCRIPTION OF OPERATIONS 6dow E.L.DISEASE-P'0L LIMIT $ 500 000 lird Party Crime 2 TP 0267837 15 01/01/2015 01/01/2016 $1,000,000 Limit $25,000 De emises Greenville, Sr 3ESCRIP7ON OF OPERATIONS I LOCATIONS!VEHICLES (Attach ACORD 101,Additions;Remarks Schedule,if more space is required) Certificate holder is an additional insured with respect to General Liability per written contract. CERTIFICATE HOLDER CANCELLATION (864)298-2744 mteal @greenvil_esc.gov SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Greenville ACCORDANCE WITH THE POLICY PROVISIONS. PO Box 2207 Greenville, SC 29602 AUTHORIZED REPRESENTATIVE C Sherrill CBIA, CISR ACORD 25(2010105) 0 1988-2010 ACORD CORPORATION. All rights reserved. INW)25(7nlnn. l ni Th.dcrnrin naex¢c snri Ir aan -k.of At`npn DocuSign Envelope ID: EA6C45CD-7691-43D8-B939-A4300A7DD233 ' ® DATE(MM/DD/YYYY) ACCOR° CERTIFICATE OF LIABILITY INSURANCE 07/13/2015 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(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 certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER 1-312-704-0100 CONTACT NAME: Arthur J. Gallagher Risk Management Services, Inc. PHONE FAX A/C No Ext: A/C No: 300 South Riverside Plaza E-MAIL g chi_certificates@a' com ADDRESS: chi—certificates@ajg.com Suite 1900 INSURER(S)AFFORDING COVERAGE NAIC# Chicago, IL 60606 INSURER A: ILLINOIS NATL INS CO 23817 INSURED INSURER B: Arthur J. Gallagher & Co., including Gallagher Benefit Services, Inc. INSURERC: 4064 Colony Rd. Suite 425 & 450 1 INSURER D: INSURER E: Charlotte, NC 28211 INSURER F: COVERAGES CERTIFICATE NUMBER: 44549482 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 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. INSR ADDL SUBR POLICY EFF POLICY EXP LIMITS LTR TYPE OF INSURANCE POLICY NUMBER MMIDDIYYYY MM/DD/YYYY GENERAL LIABILITY EACH OCCURRENCE $ DAMAGE TO RENTED COMMERCIAL GENERAL LIABILITY PREMISES Ea occurrence $ CLAIMS-MADE E]OCCUR MED EXP(Anyone person) $ PERSONAL&ADV INJURY $ GENERAL AGGREGATE $ GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMP/OP AGG $ POLICY JERD LOC $ A COMBINED SINGLE LIMIT AUTOMOBILE LIABILITY Ea accident ANY AUTO BODILY INJURY(Per person) $ ALL OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS AUTOS NON-OWNED Pe PERTntDAMAGE $ HIRED AUTOS AUTOS $ UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED RETENTION$ $ WORKERS COMPENSATION WC STATU• OTH- AND EMPLOYERS'LIABILITY TO LIMITS ER ANY PROPRIETOR/PARTNER/EXECUTIVE NIA E.L.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? (Mandatory in NH) E.L.DISEASE-EA EMPLOYE $ If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT 1$ A Cyber Liability 016114838 10/01/1 10/01/15 Limit: 10,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS 1 VEHICLES (Attach ACORD 101,Additional Remarks Schedule,if more space is required) CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Evidence of Insurance THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ©1988-2010 ACORD CORPORATION. All rights reserved. ACORD 25(2010/05) The ACORD name and logo are registered marks of ACORD munichi 44549482 DocuSign Envelope ID: EA6C45CD-7691-43D8-B939-A4300A7DD233 [Departmental Use Only] TITLE Flores Proposal FY 2015-16 ORANGE COUNTY CONTRACT UNDER $1,000.00 NORTH CAROLINA THIS AGREEMENT, made and entered into this 8 day of July, 2015, ("Effective Date") by and between Orange County, North Carolina, a body politic and corporate organized under the laws of the State of North Carolina, (the "County"), party of the first part; and Flores & Associates, LLC (the "Provider"), party of the second part; WITNESSETH: For the purpose and subject to the terms and conditions hereinafter set forth, the County hereby contracts for the services of the Provider, and the Provider agrees to provide the following services to the County in accordance with the terms of this Agreement, time being of the essence: The services and/or materials and/or construction (hereinafter referred to collectively as "Services") to be furnished under this Agreement are as follows: This agreement with Orange County is to establish a medical reimbursement plan for its employees under Section 105(b) of the Internal Revenue Code and to establish a dependent care assistance plan under Section 129 of the Internal Revenue Code. The term of this agreement rendered shall be from July 1, 2015 to June 30,2016. Provider represents and agrees that Provider is qualified to perform and fully capable of performing and providing the services required or necessary under this Agreement in a fully competent, professional and timely manner to the satisfaction of the County. Provider shall be responsible for all errors or omissions, in the performance of the Agreement. Provider shall correct any and all errors, omissions, discrepancies, ambiguities, mistakes or conflicts at no additional cost to the County. Provider agrees that Provider shall not sub-contract any of the services to be provided in this Agreement, nor shall Provider assign any right or responsibility granted or required by this Agreement,without the prior written approval of the County. SPECIFIC TERMS 1. Pam: The County agrees to pay at the rates specified for Services satisfactorily performed in accord with this Agreement. The amount to be paid by the County shall not exceed zero dollars, ($0.00). Payment shall be made within thirty (30) days of an invoice properly submitted to County. Should Provider fail to perform its duties under the terms of this Agreement, County may, without fault or penalty, withhold any payment associated with the work to be performed until such time as said work is completed. 2. Non—waiver: Failure by County at any time to require the performance by Provider of any of the provisions hereof shall in no way waive or affect the County's right hereunder to enforce the same, nor shall any waiver by the County of any breach be held to be a waiver of any succeeding breach or a waiver of this Non-Waiver Clause. 3. Independent Contractor: The Provider shall operate as an independent contractor, and the County shall not be responsible for any of the Provider's acts or omissions. The Provider shall not be treated as an employee with respect to the Services performed hereunder for federal or state tax, unemployment or workers' compensation purposes. The Provider understands that neither federal, nor state, nor payroll tax of any kind shall be withheld or paid by the County on behalf of the Provider or the employees of the Provider. 4. Insurance: Provider shall obtain, at its sole expense, Commercial General Liability Insurance, Automobile Insurance, Workers' Compensation Insurance, and any additional insurance as may be required by Owner's Risk Manager as such insurance requirements are described in the Orange County Revised 10/14 1 DocuSign Envelope ID: EA6C45CD-7691-43D8-B939-A4300A7DD233 Risk Transfer Policy and Orange County Minimum Insurance Coverage Requirements (each document is incorporated herein by reference and may be viewed at http://oran eg co untync.gov/purchasing/contracts.asp). If Owner's Risk Manager determines additional insurance coverage is required such additional insurance shall be designated here N/A (if no additional insurance required mark N/A as being not applicable). Provider shall not commence work until such insurance is in effect and certification thereof has been received by the Owner's Risk Manager. 5. Indemnity: The Provider agrees to defend, indemnify, and hold harmless Orange County from all losses, liabilities, claims, demands, suits, costs, damages or expenses (including reasonable attorney's fees) arising from bodily injury, including death, to any person or persons or damage to or destruction of any property caused in whole or in part by any negligent or intentional act or omission on the part of the Provider in carrying out Provider's duties and obligations related to the Services to be provided in this Agreement. 6. Termination: This Agreement may be terminated at any time by mutual written agreement of the parties or by the County upon written notice to the Provider. 7. Entire Agreement and Signatures: The parties have read this Agreement and agree to be bound by all of its terms, and further agree that it constitutes the complete and exclusive statement of the Agreement between the parties unless and until modified in writing and signed by the parties. Modifications may be evidenced by telefacsimile signature. This Agreement together with any amendments or modifications may be executed electronically. All electronic signatures affixed hereto evidence the intent of the Parties to comply with Article I IA and Article 40 of North Carolina General Statute Chapter 66. 8. Governing Law and Priority Both parties agree that this Agreement shall be governed by the laws of the State of North Carolina. In determining the basic services to be provided, should any documents be referenced in or attached to this Agreement, the terms herein shall have priority in any conflict between the terms of referenced documents and the terms of this Agreement. 9. Dispute Resolution: Neither party may initiate binding arbitration. Any disputes shall be resolved by nonbinding mediation. Should either party initiate litigation to settle any dispute involving the terms of this Agreement such litigation shall be initiated in the General Court of Justice of North Carolina seated in Orange County,North Carolina. 10. Non Appropriation: Provider acknowledges that County is a governmental entity, and the validity of this Agreement is based upon the availability of public funding under the authority of its statutory mandate. In the event that public funds are unavailable and not appropriated for the performance of County's obligations under this Agreement, then this Agreement shall automatically expire without penalty to County immediately upon written notice to Provider of the unavailability and non-appropriation of public funds. [SIGNATURE PAGE TO FOLLOW] Revised 10/14 2 DocuSign Envelope ID: EA6C45CD-7691-43D8-B939-A4300A7DD233 IN WITNESS WHEREOF, Orange County and the Provider have signed this Agreement, effective as of the day first written above. O ",�'QkNTY PR T �b�g ER.d by: b ,ln,J,a jaVT"(hMCW h0ib FlLff .S B y B y 9E... Depa mentWirector Title: 200 S. Cameron St. Mario J.Flores,Jr.,President P.O. Box 8181 Flores &Associates, LLC Hillsborough,NC 27278 Revised 10/14 3